1. Scope
1.1 These terms and conditions govern your access to and use of the LawY Services and ismade between LawY (LawY, We, Us, or Our) and you orthe entity you represent (You, or Your) and comprises theseGeneral Terms and any documents that are expressly incorporated by reference(collectively, the Terms). 1.2 Please review these Terms carefully before using the LawY Services. By accessing orusing the LawY Services You agree to be bound and abide by these Terms. If Youdo not agree to these Terms, do not use the LawY Services.
1.3 TheseTerms will commence on the earlier of:
(a) WhenYou click an ‘I accept’ button or check box presented with these Terms;
(b) Whenyou first use the LawY Services;
(c) Whenyou create an account in the LawY Platform; or
(d) WhenYou sign an Order Form,
(EffectiveDate), and will continue until they expire or are terminated in accordancewith these Terms (Subscription Period).
2. ServiceVariations
2.1 Wereserve the right to, at any time during the Subscription Period:
(a) modifythe method of supply and delivery of, or access to the LawY Services;
(b) tochange or discontinue any feature or functionality of the LawY Services for anyreason at any time;
(c) amendor vary these Terms from time to time. You will be provided notice ofamendments by notice on our website or by email (Posting). Providingelectronic acceptance such as by clicking ‘I agree’ to the amended Terms or continuingto use the LawY Services after Posting, will constitute acceptance by You ofany amendment;
(d) suspendor otherwise deactivate Your, and each of the relevant Users’ access to the LawYServices where we form a reasonable belief that You or one of Your Users is inbreach of these Terms (including the Restrictions in clause 12), or there is anactual or suspected privacy, systems or security concern associated with thecontinued access by those users;
(e) maketemporarily unavailable or otherwise suspend access to the LawY Services wherereasonably necessary for schedule or emergency maintenance, system updates,upgrades or any other changes to the LawY Services or the LawY Platform.
3. LawYServices
3.1 TheLawY Services use artificial intelligence (AI) algorithms andtechnologies (including generative AI) to power a platform that aims to providelegal professionals with:
(a) answersto legal questions (Queries) in matters covering a range of common areasof law; and
(b) generatedcontent and documentation, streamlined and accelerated insights,recommendations, or predictions based on or about Your Queries and Input,
(collectively,the Output).
3.2 Whereallowed and available within the LawY Platform, You may also submit Output for Verificationby a legal professional.
4. Accessto the LawY Services
4.1 Thereare two ways which You may be provided access to the LawY Services:
(a) asa standalone service (in which chase clause 5 will apply); and/or
(b) asan integration through LPM Partner Services (in which chase clause 6 willapply).
5. Rightto Use (standalone service)
5.1 WhereYou are provided access to the LawY Services as a standalone service, subjectto Your acceptance and compliance with these Terms, We grant You and Your Usersa non-exclusive and non-transferrable right to use the LawY Services duringYour Subscription Period to complete legal research, submit generated answersfor Verification, and generate Outputs such as predictions, content orrecommendations solely for your internal business purposes.
6. Rightto Use (Integrated through LPM Partner Services)
6.1 WhereYou are provided access to the LawY Services through an integration with LPMPartner Services, subject to Your acceptance and compliance with these Terms,We grant You and Your Users a non-exclusive and non-transferrable right to usethe LawY Services during Your LPM Partner Subscription to complete legalresearch, submit generated answers for Verification, and generate Outputs suchas predictions, content or recommendations solely for your internal businesspurposes.
6.2 Youacknowledge and agree that these Terms do not apply to Your use of other LPM PartnerServices which remain governed by the applicable LPM Partner Terms.
7. Third-PartyServices
7.1 Youacknowledge and agree that LawY may use technology provided by third-partyservices providers (including cloud-storage providers and AI providers) toprovide the LawY Services. You authorise LawY and such third-party serviceproviders to store and use your Input and the Output for the purpose ofproviding you with the LawY Services, billing, gathering analytics, identifyingusage patterns, to review Inputs and Outputs for abuse or misuse, and todevelop and improve the services and products of LawY and such third-party serviceproviders, including as part of the design, training and development processfor machine learning models.
7.2 Ifa third-party service becomes unavailable or unsuitable for use in the LawYServices (in our sole discretion), we may suspend the delivery of the LawYServices while We investigate substitute services. If a suitable substituteservice cannot be found, LawY may terminate Your access to the LawY Serviceseffective immediately upon written notice to You.
8. Acknowledgement
8.1 You agree and acknowledge that:
(a) LawYretains the right, in its sole discretion, to refuse to provide an Output, oran answer to a Query or request that is outside the scope of the LawY Servicesor is non-compliant with these Terms;
(b) theLawY Services (or part thereof) may be provided by any LawY Affiliate;
(c) theLawY Services and Output include elements of AI;
(d) theLawY Services and Output are not provided to You with any legal or professionalopinion or endorsement of any kind, LawY does not represent or warrant that anyelements of the LawY Services or the Output (i) comply with or reflectsrelevant Laws; (ii) are suitable for Your particular use, objectives, orcircumstances; or (iii) are up to date or current;
(e) theLawY Services and/or Output must not be used as a substitute for the advice ofa qualified and licensed solicitor in the relevant jurisdiction and You andYour Users must not use the LawY Services or Output as a substitute to aqualified solicitor in the relevant jurisdiction preparing a response to aclient inquiry;
(f) TheLawY Services and Output do not constitute legal advice, nor should it berelied upon as such by You, any of Your Users or any third-party You share itwith; and
(g) Youand Your Users will ensure that any Output provided or generated through theLawY Services will be reviewed and assessed by a qualified solicitor in thejurisdiction in which you practice before being used in the delivery of legalservices or advice.
9. Nosolicitor-client relationship
9.1 Youruse of the LawY Services, Output, or any information provided by or throughLawY is not intended to create or does create a solicitor-client relationshipbetween You and Us.
10. YourInput
10.1 Consentto use Your Input: Both LawY and You acknowledge and agree that:
(a) documents,data and materials uploaded, imported or stored against a matter file withinYour LawY account or LPM Partner Services, and/or as provided by You into theLawY Platform (including Your Queries) (collectively, Input) may beprocessed by AI as part of the LawY Services. The LawY Service’s dataprocessing activities and functionality align with our products’ primary uses.The use, collection, and processing of any data is consistent with our coreprinciples and requirements described in our Privacy Policy; and
(b) Youare responsible for ensuring that You have all necessary rights and consents,including third-party privacy consents and intellectual property consents (ClientConsents), to enable You to provide the Input to LawY and to permit LawY toaccess and use the Input for the purpose of delivering the LawY Services andthe Output, and otherwise in accordance with these Terms.
10.2 ClientConsent Warranty and indemnity: Youwarrant that You own or otherwise have and will have the necessary rights andconsents in and relating to the Input (including, without limitation, ClientConsents) so that, as received by LawY and processed in accordance with theseTerms, they do not and will not infringe, misappropriate, or otherwise violateany intellectual property rights or any other rights of any third party orviolate any applicable law. You hereby irrevocably and unconditionally indemnifyand will defend, and hold harmless LawY for any loss, damages, costs, andexpenses LawY suffers or incurs as a result of Your failure to obtain andmaintain such Client Consents as may be required. You acknowledge that LawY isnot a legal authority, cannot, and has not, provided You with advice related tothe necessity of Client Consents within Your jurisdiction.
11. YourResponsibilities
11.1 Inaddition to the obligations listed elsewhere in these Terms, as a User of LawY Youhave the following responsibilities:
(a) Youare responsible for making all arrangements necessary for you to have access tothe LawY Services; and ensuring that anyone who accesses the LawY Services andOutput through your internet connection are aware of these Terms and complywith them;
(b) Whereapplicable, You will allow Your applicable LPM Partner to install new versionsof the LawY Platform in your IT environment;
(c) Toaccess the LawY Services, You may be asked to provide certain registrationdetails or other information. It is a condition of Your use of the LawYServices and Output that all the information you provide to LawY is correct,current, and complete;
(d) Youagree to provide government-issued photo identification and/orgovernment-issued business identification as required for verification ofidentity if requested;
(e) IfYou create, or are provided with, a username (email), password, or any otherpiece of information as part of Our security procedures, You must treat suchinformation as confidential, and You must not disclose it to any other personor entity. You also acknowledge and agree not to provide any other person withaccess to the LawY Services using your username (email), password, or othersecurity information;
(f) Youagree to notify Us immediately of any unauthorised access to or use of Yourusername (email) or password or any other breach of security. You also agree toensure that you exit/logoff from the LawY Platform at the end of each session;
(g) Youshould use particular caution when accessing the LawY Services from a public orshared computer so that others are not able to view or record your password orother personal information; and
(h) Youagree to back-up all Output so that You can access and use it when needed. LawYdoes not warrant that it backs-up any of the Output, and you agree to accept asa risk the loss of any and all Output.
12. Restrictions
12.1 Inaddition to any other restrictions listed in these Terms, You represent,warrant and agree that:
(a) Youwill not use, nor permit any other person to use on Your behalf, LawY Services inviolation of these Terms;
(b) Youruse of the LawY Services, including any content You submit, will comply withthese Terms, or any law firm policy that may apply to Your or the services Youprovide, and all applicable local, state, national and international laws,rules and regulations;
(c) Youwill not use, collect or harvest (or permit anyone else to collect or harvest) anyOutput or content generated by the LawY Services, or any non-public orpersonally identifiable information about any other person or entity withouttheir express prior written consent;
(d) Youwill not use, nor authorise anyone to use on Your behalf, the LawY Services orOutput in a manner (as determined by LawY in its absolute discretion,including, without limitation creating or generating content) that is: (1)illegal, or promotes or encourages illegal activity; (2) promotes, encourages,or engages in the exploitation of children, or any activity related to theproliferation of child sexual abuse material; (3) promotes, encourages orengages in terrorism, terrorism-financing, money-laundering, violence againstpeople, animals, or property; (4) promotes, encourages or engages in any spamor other unsolicited bulk email, or computer or network hacking orcracking; (5) promotes or facilitatesprostitution and/or sex trafficking; (6) infringes on the intellectual propertyrights of any other person or entity; (7) violates the privacy or publicityrights of any other person or entity, or breaches any duty of confidentialitythat You owe to any other person or entity; (8) interferes with the operationof any other services provided by LawY; (9) contains or installs any viruses,worms, bugs, trojan horses or other code, files or programs designed to, orcapable of, disrupting, damaging or limiting the functionality of any softwareor hardware; (10) contains false or deceptive language, or unsubstantiated orcomparative claims, regarding LawY services or the services You provide;
(e) Youwill not perform any false, abusive or fraudulent activity using the LawYServices or Output;
(f) Youwill not perform any action that imposes, or may impose, in our discretion, anunreasonable or disproportionately large load on Our infrastructure;
(g) Youwill not modify or alter any part of the LawY Services or copy or distribute inany medium (except where expressly authorised by Us);
(h) Youwill not access the LawY Services through any technology or means other than asLawY may designate;
(i) Youwill not re-sell or provide the LawY Services or Output for a commercialpurpose outside your internal business purposes, including any of LawY’s relatedtechnologies (without Our express prior written consent); and
(j) Youwill not circumvent, disable or otherwise interfere with the security-relatedfeatures of the LawY Services (including without limitation any features thatprevent or restrict use or copying of any LawY content, Output, or enforcelimitations on the use of the LawY Services or Output).
13. Feesand Charges
13.1 WhereYou have a Paid Subscription, You must pay to LawY all Fees as applicable andin accordance with these Terms and as further detailed in Your Order Form.
13.2 LawYretains the right to charge additional reasonable costs incurred for providing Outputor an answer to a Query or request (Charges). Where applicable, You willbe informed and required to agree to such Charges before it is charged.
13.3 AllFees and charges are non-refundable.
14. Disclaimerof warranties
14.1 Exceptto the extent that any of the following warranties cannot be excluded by law,You acknowledge and agree that, to the fullest extent permitted by law that theLawY Services and Output are provided to you on an “as is” and “asavailable” basis and all terms, warranties, representations, and conditions areexpressly excluded, and LawY expressly disclaims all express or implied terms,warranties, representations, and conditions in respect to the LawY Services, LawYPlatform, and/or Outputs: will be merchantable, will be non-infringing, willmeet Your requirements; are fit or suitable for Your intended purpose or usewill be compatible with, or suitable for use with Your own software orapplications; will be error-free, correct, accurate, complete, reliable,secure, current, up-to-date or otherwise (including any third-party providedservices). Verification of an answer or an Output indicates it has beenassessed for errors by a qualified lawyer but does not constitute a warranty asto the accuracy or fitness for purpose of an answer.
14.2 In the event of a breach by LawYof any warranties that cannot be excluded by law, then LawY’s liability will atLawY’s sole discretion be limited to LawY:
(a) Using commercially reasonableefforts to modify, correct or provide access to the relevant LawY Services orOutput;
(b) Re-supplying the LawY Services orOutput to You;
(c) Reimbursing to You the relevantFees paid by You (where applicable) for the provision of the LawY Services;and/or
(d) Waiving payment of any Fees orCharges for the re-supply of the LawY Services to You.
15. Termination
15.1 WhereYou are provided access to the LawY Services through an integration with LPMPartner Services in accordance with clause 6 above, these Terms will terminateautomatically on the expiry or termination of Your LPM Partner Subscription orin accordance with this clause 15.
15.2 WhereYou are provided access to the LawY Services as a standalone service inaccordance with clause 5 above, unless terminated earlier in accordance withthis clause 15, these Terms will automatically terminate at the end of the SubscriptionPeriod on Your Order Form (unless renewed), or if You have not entered into anOrder Form upon the expiry of the applicable notice period required underclause 15.3 or 15.4.
15.3 Convenience: Either party may terminate theseTerms at any time by providing the other 30 days’ written notice. Youacknowledge and agree that should you exercise this termination right, You mustpay the Fees for the remainder of the Subscription Period.
15.4 Cause: In addition to any other terminationrights under these Terms, either party my terminate these Terms immediately bygiving written notice to the other party if that party:
(a) Commitsa material breach of these Terms and fails to remedy that breach within thirty(30) days written notice of that breach;
(b) Commitsa material breach of these Terms incapable of remedy; or
(c) Becomesthe subject of an insolvency event.
15.5 Terminationof these Terms will not have any effect on your existing agreements with yourapplicable LPM Partner.
15.6 Afterthe effective date of termination or expiry of these Terms, You will no longerhave any right to use or access the LawY Services or Output.
16. Survival
16.1 Clauses7, 8, 10, 12, 14, 17, 19, 20, 21 and any provision of these Terms which bytheir nature and context are intended to survive the termination or expiry ofthese Terms will survive termination or expiry of these Terms.
17. IntellectualProperty
17.1 Youacknowledge and agree that:
(a) tothe extent applicable, all Rights, title and interests (including IntellectualProperty Rights) in the LawY Services (including any modifications) are ownedby and will immediately and absolutely vest in LawY or its Affiliates on andfrom creation;
(b) theLawY Services are made available to You on a limited access basis, and exceptto the extent of any right expressly granted under these Terms, You do notacquire any Right, title, interest or any Intellectual Property Rights to theLawY Services through these Terms.
17.2 Weacknowledge and agree that, to the extent applicable:
(a) Youare and remain the sole and exclusive owner of all Rights, title and interest(including all Intellectual Property Rights) in the Input; and
(b) AllRights, title and interests (including Intellectual Property Rights) in theOutput (if any) will vest in You on and from creation.
17.3 Tothe extent applicable, You grant to LawY, its Affiliates and third-party serviceproviders a non-exclusive, non-revocable, world-wide licence to use the Inputand Output for the purpose of providing the LawY Services and further Outputs inaccordance with these Terms including as set out in clause 7 (Third-PartyServices). To the extent we require You to execute any formaldocuments required to give effect to such grant, You agree to promptly do so.
18. Linksto Third-Party Websites
18.1 LawY may contain links to third-partywebsites that are not owned or controlled by LawY. LawY assumes noresponsibility for the content, terms and conditions, privacy policies, orpractices of any third-party websites.
18.2 LawY does not censor or edit thecontent of any third-party websites. by using the LawY Services, You expresslyrelease LawY from any and all liability arising from Your use of anythird-party website. You acknowledge and agree that when You will review and besubject to the terms and conditions, privacy policies, and other governingdocuments of each other website that You may visit.
19. Privacy
19.1 Eachparty to these Terms, agrees that it and its Users (as relevant) will complywith all Privacy Laws in connection with any Personal Information collected,used, disclosed, stored or received in connection with these Terms.
19.2 Inaddition to these Terms, our Privacy Policy sets out in detail how we processYour Personal Information that You or Your Users disclose to LawY.
19.3 LawYrecommends that You carefully consider what Personal Information or clientinformation You include within a Query if You intend to send the AI-generatedresponse for Verification. You agree and acknowledge that Your inclusion of anyPersonal Information within such Queries is entered at Your own discretion and risk.
20. Liability
20.1 Tothe maximum extent permitted by Law, LawY will not be liable to You in relationto these Terms, or the LawY Services or Output during and after the SubscriptionPeriod, whether in contract, negligence, strict liability, tort or other legalor equitable theory, for any lost profits, personal injury, property damage,loss of data, business interruption, indirect, incidental, consequential,exemplary, special, reliance, or punitive damages, including any that mayresult or arise from or in connection with the use of the LawY Services or anyOutput.
20.2 Tothe maximum extent permitted by Law, Law Y will not be liable to You or anyother person in relation to these Terms, the LawY Services or Output during andafter the Term, whether in contract, negligence, strict liability, tort orother legal or equitable theory, for losses, damages, or costs exceeding thetotal amount of Fees you paid to LawY during the 6-month period immediatelypreceding the event giving rise to the liability.
21. Indemnity
21.1 Youhereby indemnify and agree to protect, defend and hold harmless LawY and itsofficers, directors, employees, agents, and third-party service providers fromand against any and all claims, demands, costs, expenses, losses, liabilitiesand damages of every kind and nature including, without limitation, reasonablelegal fees imposed upon or incurred by LawY directly or indirectly arisingfrom: (i) Your use of the LawY Services and Output; (ii) Your violation of anyprovision of these Terms or the policies or agreements which are incorporatedherein; and/or (iii) Your violation of any third-party right, including withoutlimitation any intellectual property or other proprietary right.
22. No Agency. Nothingin these Terms will create or imply an agency, employment, partnership or jointventure relationship between You and Us.
23. No Waiver. Thewaiver by either party of a breach or default in any terms in these Terms willnot be a waiver of any other breach of the same or other provisions; nor willany delay or omission on the part of either party to exercise any right that ithas or may have, operate as a waiver of any breach or default by the otherparty.
24. Applicable Law. TheseTerms are governed by the laws of New South Wales, Australia and the exclusivejurisdiction of the courts of New South Wales.
25. Notices.Unless otherwise stipulated in these Terms, LawY will provide notices to You bysending an email to the address notified to Us as the primary account contact. Youwill provide notices under these Terms to Us by sending an email to hello@lawy.ai.Where notice is sent in accordance with this clause, it will be treated asreceived when the email is sent. You are responsible for keeping Yournotification email current throughout the Term.
26. Entire Agreement. TheseTerms sets out the entire agreement relating to Your use of LawY and supersedeall prior agreements, discussions, and understandings, whether oral or written,relating to LawY.
27. Definitions
27.1 Thefollowing definitions apply in these Terms, unless context otherwise requires:
Affiliates means entities or individuals thatdirectly or indirectly control, are controlled by, or are under direct orindirect common control with LawY.
Charges any costs charged by LawY to You asset out in clause 13.2.
Fees any fees charged by LawY to You for Youraccess to and use of the LawY Services and Output where You have a PaidSubscription.
Input has the meaning given under clause10.1.
Intellectual PropertyRights means allindustrial and intellectual property rights throughout the world protected orrecognised under statute or at common law or equity, including but not limitedto (a) patents, copyrights, registered designs or trade marks; and (b) anyapplication or right to apply for any rights referred to in (a).
LawY means LawY Pty Ltd (ACN 615 245 479).
LawY Services means the LawY Platform, and anyaccompanying verification, administration, or consultation services that arelicensed or supplied to You by or on behalf of LawY under these Terms.
LawY Platform means the AI powered platform owned andhosted by LawY through which You and Your Users can submit Input for thepurpose of generating Output, and through which Users may submit Output forVerification from time to time.
LPM Partner means the separate company whichprovides You access to LPM Partner Services.
LPM Partner Services means any application or services (includingLegal Practice Management software) offered by an LPM Partner or itssubsidiaries or affiliates, excluding LawY, for which you will enter into LPMPartner Terms.
LPM PartnerSubscription meansthe relevant subscription period within Your relevant LPM Partner Terms.
LPM Partner Terms means the agreement terms You enterinto with an a LPM Partner for the supply of the LPM Partner Services.
Order Form means a separate commercial agreementmade between You and LawY which includes Your contact details, the number ofUsers, the Subscription Period of Your licence, the Fees payable for youraccess to and use of the LawY Services, and payment terms.
Output means all information, answers, data,material, or documentation generated by the LawY Platform in response to Inputfrom You or Your User.
Paid Subscription means where You are paying a Fees toaccess and use the LawY Services including where You and LawY have entered intoan Order Form .
Personal Informationmeans any ‘personal information’or ‘personal data’ as that term is defined in applicable Privacy Laws.
Privacy Laws means the applicable privacy or dataprotection laws relating to the collection, use, processing, disclosure,storage or granting of access to Personal Information under these Terms.
Privacy Policy meansLawY’s Privacy Policy located on the LawY website.
Rights includes a legal, equitable,contractual, statutory or other right, power, authority, benefit, privilege,remedy, discretion or cause of action.
User(s) means a person that uses or otherwiseaccesses LawY under Your LawY account.
Verification means an error assessment of Outputcompleted by a legal professional.