Terms of Service

1. Defined Terms

“Services” means the Causel marketing website (causel.ai), the matter workspace application, APIs, documentation, and any other services provided by Causel.

“Customer Data” means data, documents, communications, transcripts, or other content uploaded into the Services by or on behalf of Customer.

“Outputs” means witness files, cross-examination outlines, motion drafts, and other work product generated by the Services from Customer Data.

“End User” means an individual authorized by Customer to use the Services.

“Order Form” means a mutually executed document specifying the Services, fees, and term.

2. Eligibility

To use the Services, you must:

• Be at least 18 years of age.
• Have the legal authority to bind Customer to these Terms.
• Use the Services only for lawful business purposes.
• Maintain the confidentiality of your account credentials.

3. The Service

Causel provides an AI-native matter workspace for defense-side complex commercial litigation. We grant Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Term, subject to these Terms and any applicable Order Form.

The Services are designed to assist licensed attorneys in their practice. The Services do not themselves practice law, and use of the Services does not create an attorney-client relationship between Causel and any party.

4. Acceptable Use

Customer agrees not to:

• Reverse engineer, decompile, or disassemble the Services.
• Attempt to derive source code, algorithms, or data structures from the Services.
• Sublicense, resell, or redistribute the Services to third parties.
• Upload malware, viruses, or malicious code.
• Use the Services to violate any applicable law or regulation.
• Use the Services in a manner that could damage, disable, or impair the Services.
• Circumvent or disable any security features of the Services.

5. Customer Data and Ownership

5.1 Customer Owns Customer Data

As between Causel and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer grants Causel a limited license to host, process, and display Customer Data solely to provide the Services.

5.2 Customer Owns Outputs

As between Causel and Customer, Customer owns all Outputs derived from Customer Data. Outputs are intended to constitute attorney work product under Fed. R. Civ. P. 26(b)(3) and equivalent state rules. Customer is solely responsible for reviewing, editing, and filing any Outputs.

5.3 No Training on Customer Data

Causel will not use Customer Data to train, fine-tune, or improve foundation models or any machine learning systems. Causel will not share Customer Data with third parties except as necessary to provide the Services (e.g., model inference via zero-retention API).

5.4 Privileged Data

Causel will not access documents flagged as attorney-client privileged unless Customer explicitly overrides the quarantine. Customer is responsible for privilege review and designation.

6. Causel Intellectual Property

Causel retains all right, title, and interest in and to the Services, including all software, models, algorithms, interfaces, documentation, trademarks, and other intellectual property. These Terms do not grant Customer any ownership rights in the Services.

7. Beta Features and Design Partner Pilots

From time to time, Causel may offer beta features or design partner pilots. Such features are provided “as is” without warranty. Design partner pilots are subject to separate Design Partner Agreements which control in the event of any conflict with these Terms.

8. Fees and Payment

Customer agrees to pay the fees set forth in the applicable Order Form. Unless otherwise specified:

• Fees are due within 30 days of invoice (Net 30).
• Fees are non-refundable except as expressly stated.
• Causel may suspend access for overdue payments after 15 days written notice.
• All fees are exclusive of taxes; Customer is responsible for applicable taxes.

9. Confidentiality

Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

• Customer Confidential Information includes Customer Data.
• Causel Confidential Information includes the Services, pricing, and technical documentation.

Confidentiality obligations survive termination for 3 years, except for trade secrets which survive indefinitely.

10. Warranties and Disclaimers

11. Limitation of Liability

11.1 Liability Cap

CAUSEL'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $50,000 USD.

11.2 Exclusion of Consequential Damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Carve-Outs

The limitations in this Section 11 do not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; (c) gross negligence or willful misconduct; or (d) Customer's payment obligations.

12. Indemnification

12.1 Causel Indemnification

Causel will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Services infringe a third party's intellectual property rights, and will pay any resulting damages or settlement amounts.

12.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless Causel from: (a) claims arising from Customer Data; (b) claims arising from Customer's use of the Services in violation of these Terms; (c) legal malpractice claims arising from Customer's legal practice.

12.3 Procedures

The indemnifying party has sole control of the defense and settlement. The indemnified party will provide reasonable cooperation and may participate at its own expense.

13. Term and Termination

13.1 Term

These Terms are effective until terminated. The initial term is specified in the Order Form and will automatically renew for successive periods unless either party provides 30 days written notice of non-renewal.

13.2 Termination for Breach

Either party may terminate these Terms if the other party materially breaches and fails to cure within 30 days of written notice.

13.3 Effect of Termination

Upon termination: (a) Customer's access to the Services will cease; (b) Customer Data will be deleted within 30 days unless Customer requests export; (c) accrued payment obligations survive.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles.

14.2 Arbitration

Any dispute arising out of or relating to these Terms will be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) in San Francisco, California, under the Commercial Arbitration Rules. The arbitrator's decision will be final and binding.

14.3 Class Action Waiver

CUSTOMER AGREES TO RESOLVE DISPUTES WITH CAUSEL ON AN INDIVIDUAL BASIS AND WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING.

14.4 Mass Arbitration

If 25 or more similar claims are filed, the parties agree to a bellwether process. Causel's fees for mass arbitration will be capped at the fees it would pay in court litigation.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Order Form and DPA, constitute the entire agreement between the parties and supersede all prior agreements.

15.2 Modifications

Causel may modify these Terms by posting updated terms on our website. Material changes will be notified 30 days in advance. Continued use after the effective date constitutes acceptance.

15.3 Assignment

Customer may not assign these Terms without Causel's prior written consent. Causel may assign in connection with a merger, acquisition, or sale of assets.

15.4 Force Majeure

Neither party is liable for delays due to events beyond its reasonable control (e.g., natural disasters, war, pandemic, government action).

15.5 Export Compliance

Customer agrees to comply with all applicable export laws and regulations. Customer will not export or re-export the Services to any prohibited country or person.

15.6 Severability

If any provision is held unenforceable, the remaining provisions remain in effect.

15.7 Survival

Sections 5 (Ownership), 6 (Causel IP), 9 (Confidentiality), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Governing Law), and 15 (General) survive termination.