TERMS OF USE AND DISCLAIMER

These terms of use and disclaimer govern the services we provide you (collectively the “Agreement”) and is an agreement between HummingbirdAI Law LLC (the “Company”) and the individual or entity (the “User”) using our contract review platform and or website (the “Services”).

BY ENTERING YOUR EMAIL ADDRESS FOR REGISTRATION AND EACH USE OF THE SOFTWARE AND WEBSITE AND SERVICES THEREAFTER, YOU: AFFIRM YOU ARE AT LEAST 18 YEARS OF AGE; AGREE TO THE TERMS OF THIS AGREEMENT AND WILL COMPLY WITH THEM WHEN USING THE SERVICES. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICES. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY TO THE EXTENT WE HAVE ENTERED INTO AN AGREEMENT WITH YOUR COMPANY, THE TERMS AND CONDITIONS OF THE AGREEMENT ENTERED INTO WITH YOUR COMPANY SHALL GOVERN AND SUPERSEDE THOSE CONTAINED HEREIN.

1. Subject to these terms, the User may use the Services of the Company platform.

2. RESTRICTIONS AND RESPONSIBILITIES

The User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 The Company will use a commercially reasonable standard of care to protect the legal documents uploaded by the User to the Services (“User Data”) in connection with the User’s usage of the website. Company will not use such User Data except in performance of the Services or as otherwise permitted herein or divulge to any third person any such User Data other than to its or its affiliates’ officers, directors, employees, contractors or consultants, who reasonably require such access in connection with the provision of the Services (“Representatives”). The User  agrees that the foregoing shall not apply with respect to any information that the Company can document (a) is or becomes generally available to the public other than as a result of disclosure in violation of this Agreement by the Company  or its Representatives, (b) was in its possession or known by it or its Representatives prior to receipt from the User, (c) was rightfully disclosed to it or its Representatives without restriction by a third party, (d) was independently developed without use of any User Data  or (e) is required to be disclosed by law.

3.2. The User shall own all right, title and interest in and to the User Data. The Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.

3.3. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies; provided, however, that with respect to User Data, Company shall only have the right to collect and analyze anonymized and/or statistical information. Company will be free (during and after the term hereof) to (i) use such anonymized information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate, anonymized or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.4 NONDISSEMINATION.

YOU  COVENANT AND AGREE THAT WITHOUT THE COMPANY’S PRIOR WRITTEN CONSENT YOU WILL NOT RECORD OR COPY INFORMATION REGARDING THE DISPLAY OR FUNCTIONING OF OUR SERVICES OR SOFTWARE. THIS ALSO INCLUDES INFORMATION CONTAINED IN PRESENTATIONS OR DEMONSTRATIONS OF THE SOFTWARE OR SERVICES (WHETHER OR NOT MARKED AS CONFIDENTIAL) (SUCH INFORMATION FURTHER REFERRED TO IN THIS PARAGRAPH AS INFORMATION). IN ADDITION, YOU COVENANT AND AGREE THAT YOU WILL NOT KNOWINGLY DISSEMINATE ANY SUCH INFORMATION TO OUR COMPETITORS (COMPETITORS ARE DEFINED AS THOSE ACTIVELY INVOLVED OR ENGAGED IN LEGAL TECHNOLOGY DEPLOYMENT AND OR DEVELOPMENT).

4. TERMINATION

If you violate these Terms, we have the right to terminate your access to the Company website and Services.

5. WARRANTY AND DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. USER AGREES AND UNDERSTANDS THAT THE SERVICE OFFERS GENERAL AND/OR STATISTICAL INFORMATION ABOUT LEGAL DOCUMENTS AND DOES NOT PROVIDE ANY LEGAL ADVICE. THE COMPANY IS NOT A LAW FIRM AND NEITHER THE EMPLOYEES OF THE COMPANY NOR ITS CONSULTANTS ARE REPRESENTING THE USER OR ACTING AS THE CUSTOMER’S ATTORNEY. CUSTOMER’S USE OF THE SERVICE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN USER AND THE COMPANY OR ANY OF ITS EMPLOYEES OR CONSULTANTS.

6. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED ONE HUNDRED DOLLARS ($100), WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent any liability of a party cannot be disclaimed, excluded or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.

7. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.

8. DISCLAIMER

HummingbirdAI Law LLC (“HummingbirdAI” or the “Company”) is not a law firm and does not provide legal advice or legal services. The use of HummingbirdAI’s software or website does not create an attorney-client relationship between the user and the Company.

The law and contract clauses change continually, including changes that are not reflected in our search repository, software, or website. Each user is responsible for confirming the accuracy, suitability, and validity of the information obtained from HummingbirdAI’s software or website and whether and how to use this information in their work, jurisdictions and or transactions.

HummingbirdAI does not provide advice about the suitability or enforceability of its information from its software and/or website for particular circumstances or users. Users should seek legal advice on legal matters and whether and or how to use the software and/or website for their work or any jurisdiction and/or transaction. The software and/or website provided by HummingbirdAI, unless otherwise contracted for, is not customized for any particular client, transaction, or geographic area, and is not a substitute for a lawyer or professional legal advice.

HummingbirdAI presents results based on the input given by the user. These results are not to the exclusion, or do not override information available elsewhere. HummingbirdAI also uses a proprietary algorithm to score results. These scores are not to be interpreted as legal advice or an assessment of the quality of one legal provision over another. HummingbirdAI’s scoring algorithms may exclude variants of the same provision because their drafting may cause them to be excluded as they are not similar enough to the provision presented or searched or inherent limitations in our search and this can cause scores to be misleading or inaccurate and the results can often exclude important variants of the clause being presented or searched.  As a result, additional research may be warranted, and the results should not be construed as the best possible clause or results. The Company also does not take responsibility related to errors in the results, grammatical or otherwise, or related to drafting style, quality, completeness, etc., and users are advised to use their own discretion before relying on the results generated from the HummingbirdAI. HummingbirdAI’s algorithms may also revise the data from its original source and in rare circumstances may cause it to be incomplete or in error.