Effective Date: October 12, 2025
This Terms of Service ("Agreement") is entered into between Trailmate, Inc., a Delaware corporation ("Trailmate," "we," "us," or "our"), and the subscribing law firm or legal entity identified in a Sales Order or through online checkout ("Subscriber," "you," or "your").
This Agreement becomes effective upon the earlier of: (a) Subscriber's execution of a Sales Order referencing this Agreement; or (b) Subscriber's electronic acceptance during online checkout by clicking 'I Accept' or similar affirmative action, or initial use of the Services.
Subscriber represents and warrants that it is a business entity lawfully operating a law practice or legal operations function with the authority to enter into this Agreement. The Services are intended solely for use by legal professionals and their authorized personnel. Individual non-firm participants (such as clients, witnesses, or other contacts) may access the Services only as authorized and invited by Subscriber in connection with Subscriber's legal matters.
For purposes of this Agreement, the following capitalized terms have the meanings set forth below:
"Customer Data" means all data, content, materials, information, documents, and files that Subscriber, its users, clients, witnesses, or other third parties submit to, upload to, transmit through, or collect via the Services, including without limitation all matter information, contact information, session transcripts, documents, attachments, voice recordings, and any other content provided or generated in connection with Subscriber's use of the Services.
"Documentation" means Trailmate's user guides, help content, technical specifications, knowledge base articles, and other instructional materials relating to the Services, as updated from time to time.
"Online Plan" means a subscription plan selected by Subscriber through Trailmate's website checkout process, as reflected in Subscriber's account settings and confirmation emails.
"Order" or "Sales Order" means any ordering document, statement of work, or purchase agreement executed between Trailmate and Subscriber that references this Agreement and specifies the Services to be provided, applicable fees, and subscription term.
"Services" means Trailmate's hosted software platform and all related features and functionality, including but not limited to conversational workflows ("Sessions"), task tracking and management, transcript generation and storage, document handling and classification, voice and text interaction modes, automated reminder and notification features, administrative console and controls, integrations with third-party services, and all updates, enhancements, and new features made available during the Term.
"Session" means a structured chat-based interaction between Trailmate's AI system and a contact (such as a client, witness, or other third party) or internal user, and includes all related transcripts, attachments, insights, and metadata.
"Usage Data" means operational and service-related metadata, system logs, performance analytics, usage statistics, and de-identified or aggregated information generated by or derived from Subscriber's use of the Services, excluding Customer Data.
In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply: (1) Sales Order (if applicable); (2) this Terms of Service; (3) Documentation; (4) any policies or supplemental terms referenced herein.
2. SCOPE; ACCESS & ACCOUNTS
Subscriber's authorized personnel, including administrators, attorneys, paralegals, intake staff, and other employees or contractors approved by Subscriber (collectively, "Authorized Users"), may access and use the Services in accordance with this Agreement. Subscriber may also invite and authorize its clients, witnesses, and other contacts ("External Participants") to participate in Sessions as directed by Subscriber. Subscriber is solely responsible for all fees associated with its use of the Services; External Participants do not pay fees to Trailmate.
Subscriber may invite Authorized Users to access its organizational tenant within the Services. Each invited Authorized User will receive login credentials or authentication instructions to access Subscriber's environment. External Participants may authenticate via one-time passcode (OTP), magic link, or optional credentialed access as configured by Subscriber. Account sharing is strictly prohibited; each user must be individually identified and authenticated.
2.3 Free Plans, Trials, and Demonstrations
Trailmate may, in its sole discretion, offer free access, trial periods, or demonstration accounts with limited features, usage volumes, time periods, or other restrictions. Such offerings may be subject to separate or supplemental terms and conditions. Free, trial, and demonstration access is provided for evaluation purposes only, may be used solely for non-production purposes, carries no availability commitments or service level agreements, and may be revoked or terminated by Trailmate at any time with or without notice.
Subscriber is responsible for: (a) configuring user access, roles, and permissions within the Services; (b) maintaining current and accurate contact information and billing details; (c) provisioning and de-provisioning Authorized Users in a timely manner; (d) monitoring use of the Services by its Authorized Users and External Participants; and (e) ensuring that all such users comply with this Agreement, applicable laws, and professional obligations.
Subject to the terms and conditions of this Agreement, Trailmate grants Subscriber a non-exclusive, non-transferable, non-sublicensable, limited right and license to access and use the Services and Documentation during the Term solely for Subscriber's internal business purposes in connection with Subscriber's legal practice and matters, including communications and workflows with clients and other contacts.
Subscriber shall not, and shall not permit any third party to: (a) sublicense, resell, rent, lease, distribute, or otherwise make the Services available to any third party, including operating as a service bureau; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying algorithms, models, or trade secrets of the Services; (c) probe, scan, or test the vulnerability of the Services or breach any security or authentication measures; (d) use the Services or any outputs generated by the Services to develop, train, or improve any competing artificial intelligence systems, large language models, or similar technologies; (e) remove, obscure, or alter any proprietary notices or labels on the Services or Documentation; (f) interfere with or disrupt the integrity or performance of the Services or any data contained therein; (g) attempt to gain unauthorized access to the Services or related systems or networks; or (h) use the Services in any manner that violates applicable laws, regulations, or this Agreement.
Trailmate reserves the right to modify, update, enhance, or discontinue features, functionality, or integrations of the Services from time to time in its sole discretion. Trailmate will make reasonable efforts to provide advance notice of modifications that materially diminish core functionality and will endeavor to provide suitable alternatives or migration paths where commercially reasonable. Such modifications shall not remove material core functionality without prior notice unless required for legal, security, or operational reasons.
Subscriber and its users shall not upload, transmit, store, or make available through the Services any content that: (a) is illegal, fraudulent, defamatory, obscene, pornographic, or otherwise unlawful; (b) infringes or misappropriates any patent, trademark, copyright, trade secret, or other intellectual property or proprietary right of any third party; (c) contains viruses, malware, or other harmful code; (d) violates the privacy, publicity, or other rights of any third party; (e) constitutes unsolicited advertising, promotional materials, or spam; (f) contains personally identifiable information unrelated to Subscriber's legal matters or operations; or (g) is otherwise harmful, threatening, abusive, harassing, or objectionable.
Subscriber is solely responsible for obtaining all necessary rights, authorizations, permissions, and consents (including from its clients, witnesses, and other third parties) required for the collection, use, disclosure, and processing of Customer Data through the Services. Subscriber is further responsible for ensuring that its use of the Services complies with all applicable federal, state, and local laws and regulations, as well as all applicable professional responsibility rules, ethical obligations, and bar association requirements governing the practice of law.
Subscriber shall: (a) maintain the confidentiality of all login credentials and authentication mechanisms; (b) configure and enable multi-factor authentication (MFA) or one-time passcode (OTP) features where offered; (c) implement reasonable administrative, technical, and physical safeguards to prevent unauthorized access to Subscriber's account; (d) promptly notify Trailmate of any suspected security breach, unauthorized access, or compromise of credentials; and (e) use reasonable care to ensure that Authorized Users follow security best practices.
Trailmate reserves the right, but has no obligation, to review Customer Data or investigate use of the Services. Trailmate may, in its sole discretion and without liability, remove or disable access to any content, suspend or terminate any user's access to the Services, and/or disable any features or functionality if Trailmate determines, in its reasonable judgment, that there has been a violation of this Agreement, applicable law, or third-party rights, or that such action is necessary to protect the security or integrity of the Services or other users.
The Services enable Subscriber to create and manage Sessions—structured conversational workflows designed to collect information, communicate with contacts, gather documents, or accomplish other legal workflow objectives. Subscriber may view, monitor, and export transcripts and associated data at any time during the Term in accordance with Section 11.
Subscriber and External Participants may upload documents and attachments within Sessions. Trailmate may apply automatic classification, optical character recognition (OCR), tagging, and other processing to uploaded documents to enhance searchability and organization. Subscriber may download or export documents and attachments collected through Sessions. Electronic signature and secure file transfer features may be available when enabled by Subscriber.
The Services may send automated email and SMS notifications, reminders, and updates to External Participants based on Session deadlines, task completion status, and other triggers configured by Subscriber. Subscriber is solely responsible for: (a) obtaining all required consents from External Participants for the receipt of such communications in accordance with applicable laws, including the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act; (b) any carrier charges or fees incurred by recipients of SMS messages; and (c) ensuring that reminder cadences and messaging content comply with professional responsibility rules.
The Services support both real-time voice interactions (utilizing automatic speech recognition and text-to-speech technologies) and text-based chat interactions. External Participants may choose their preferred mode of interaction. During voice Sessions, the Services may employ read-back or confirmation techniques for critical data to enhance accuracy. Subscriber acknowledges that voice transcription may contain errors and is responsible for reviewing transcripts for accuracy.
External Participants may access Sessions via one-time passcode (OTP) sent by email or SMS, magic link, or optional credential-based authentication. Subscriber controls which External Participants are invited to participate in which Sessions and is responsible for verifying the identity of External Participants before granting access to sensitive matter information.
As between Subscriber and Trailmate, Subscriber retains all right, title, and interest in and to Customer Data. Trailmate does not claim any ownership rights in Customer Data. Subscriber is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data.
Subscriber grants Trailmate a limited, non-exclusive, worldwide license to host, store, process, transmit, display, reproduce, and create non-production copies of Customer Data solely to the extent necessary to provide, maintain, support, and improve the Services in accordance with this Agreement. This license terminates upon the earlier of deletion of Customer Data by Subscriber or termination of this Agreement, subject to the retention provisions in Section 11.
Subscriber acknowledges and agrees that it is solely responsible for: (a) informing its clients, witnesses, and other External Participants of Trailmate's role in facilitating communications and workflows; (b) obtaining any consents required under applicable law, bar rules, or professional responsibility obligations for the use of the Services, including consents relating to text messaging, email communications, privacy disclosures, and the use of artificial intelligence in legal workflows; and (c) preserving attorney-client privilege, work product protections, and other confidentiality obligations. Subscriber represents that it has obtained all necessary consents and authorizations from its clients and other External Participants for the collection, use, and processing of their information through the Services.
Trailmate may collect, aggregate, anonymize, and use Usage Data and other service-related metrics for purposes of operating, maintaining, analyzing, securing, and improving the Services, as well as for marketing, research, benchmarking, and other business purposes. Such aggregated and anonymized data will not identify Subscriber, its Authorized Users, its clients, or any other individuals, and may include information such as: average Session completion times, task completion rates, usage patterns, feature adoption statistics, and other operational metrics. Trailmate may publicly disclose such aggregated, de-identified statistics (e.g., "on average, discovery intake Sessions are completed in 3 days") without identifying Subscriber or its clients.
Trailmate will not use Customer Data to train, develop, or improve its foundational artificial intelligence models, large language models, or other general-purpose machine learning systems. This prohibition does not restrict Trailmate's use of anonymized or aggregated Usage Data as described in Section 6.4, or Trailmate's ability to improve the Services' operational performance, user interface, or service-specific workflows.
6.6 Attorney-Client Privileged Information
Subscriber may upload or transmit attorney-client privileged information, attorney work product, and other confidential legal materials through the Services. Subscriber retains full control over what information is shared through the Services and is solely responsible for maintaining and preserving privilege and confidentiality. Trailmate will treat all Customer Data as confidential in accordance with Section 7 and will not disclose Customer Data to third parties except as expressly permitted under this Agreement or required by law.
"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is marked as confidential or proprietary, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to, Customer Data, business plans, technical information, product roadmaps, pricing, security practices, and the terms of this Agreement. The Services and Documentation constitute Trailmate's Confidential Information.
The Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not use Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, advisors, and agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
The obligations in Section 7.2 do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by written records; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information, as evidenced by written records; or (d) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any confidentiality obligation.
If the Receiving Party is legally compelled by court order, subpoena, or governmental authority to disclose Confidential Information, the Receiving Party shall, to the extent legally permissible, promptly notify the Disclosing Party in writing to enable the Disclosing Party to seek a protective order or other appropriate relief. The Receiving Party shall cooperate with the Disclosing Party's efforts to obtain such protection and shall disclose only the minimum Confidential Information required by the legal process.
Trailmate will implement and maintain reasonable and appropriate, industry-standard administrative, technical, and physical safeguards designed to protect Customer Data against accidental loss, theft, unauthorized access, use, alteration, or destruction. Such safeguards include, but are not limited to: secure data encryption in transit and at rest, access controls and authentication mechanisms, network security measures, regular security assessments, incident response procedures, and employee training on data security practices.
Subscriber acknowledges that no security system is impenetrable and that Trailmate cannot guarantee that Customer Data will never be accessed, disclosed, altered, or destroyed by breach of physical, technical, or managerial safeguards. Trailmate's obligation is to implement reasonable and appropriate safeguards, not to ensure that unauthorized access or security incidents cannot occur.
In the event that Trailmate becomes aware of any unauthorized access to or disclosure of Customer Data that compromises the security or privacy of such data (a "Security Incident"), Trailmate will: (a) notify Subscriber without unreasonable delay; (b) investigate the Security Incident; (c) take reasonable steps to mitigate the impact and prevent further unauthorized access; and (d) cooperate with Subscriber's reasonable requests for information regarding the Security Incident, subject to legal and regulatory constraints.
8.4 Subscriber's Security Responsibilities
Subscriber is responsible for: (a) properly configuring and utilizing security features made available through the Services, including role-based access controls, multi-factor authentication, and user permissions; (b) ensuring that Authorized Users follow security best practices, including maintaining the confidentiality of passwords and authentication credentials; (c) promptly provisioning and de-provisioning users to reflect changes in employment or access requirements; and (d) monitoring access logs and usage patterns to detect unauthorized or suspicious activity.
9. INTEGRATIONS AND THIRD-PARTY SERVICES
9.1 Third-Party Integrations
The Services may include integrations or connections with third-party case management systems, cloud storage providers, telephony and SMS services, electronic signature platforms, and other external services (collectively, "Third-Party Services"). Subscriber may, at its option and in its sole discretion, enable such integrations to facilitate data exchange between the Services and Third-Party Services.
9.2 No Responsibility for Third-Party Services
Trailmate is not responsible or liable for the availability, performance, security practices, data handling, terms of service, or privacy policies of any Third-Party Services. Any data exchanged with or transmitted to Third-Party Services is at Subscriber's direction and risk. Subscriber's use of Third-Party Services is governed by the applicable third party's terms and conditions, and Subscriber is solely responsible for reviewing and complying with such terms.
9.3 No Endorsement; Modifications
Trailmate does not endorse or guarantee any Third-Party Services. Trailmate reserves the right to add, modify, suspend, or remove integrations with Third-Party Services at any time and without prior notice. Trailmate does not guarantee the availability or continued support of any specific integration or Third-Party Service.
Where integrations require Subscriber to retrieve, provide, or synchronize contact information, matter data, or other information from Third-Party Services, Subscriber is solely responsible for ensuring the accuracy, completeness, and timeliness of such data. Trailmate relies on Subscriber to configure and maintain data flows and is not responsible for data loss, corruption, or synchronization failures arising from Third-Party Services.
10. FEES; BILLING; TAXES; NON-PAYMENT; CHANGES
The fees for the Services are specified in: (a) the Sales Order executed by the parties, which governs the subscription plan, term, pricing, and payment terms; or (b) for subscriptions purchased through Trailmate's website without a Sales Order ("Online Plans"), the pricing, plan features, and subscription term displayed at the time of checkout and confirmed in Subscriber's account dashboard and confirmation email.
Unless otherwise specified in a Sales Order, fees are billed in advance on a monthly or annual basis as selected by Subscriber. Subscriber agrees to pay all fees by the payment method designated in Subscriber's account. All fees are due upon receipt of invoice or on the billing date specified in Subscriber's account settings. Subscriber authorizes Trailmate (or its third-party payment processor) to charge the designated payment method for all fees due.
Subscriber's subscription will automatically renew for successive renewal terms equal in length to the initial term (e.g., monthly subscriptions renew monthly; annual subscriptions renew annually) unless either party provides written notice of non-renewal in accordance with Section 11.3, or unless Subscriber cancels the subscription through the administrative console prior to the end of the then-current term.
If Subscriber's plan includes limitations on the number of users, matters, Sessions, or other usage metrics, and Subscriber exceeds such limits, Trailmate may charge additional fees for such overages or may require Subscriber to upgrade to a higher-tier plan. Fees for plan upgrades or overages will be charged on a pro-rata basis for the remainder of the current billing term. Subscriber may upgrade its plan at any time through the administrative console or by contacting Trailmate.
Subscriber may downgrade to a lower-tier plan at any time, effective as of the next renewal date. Fees paid for the current term are non-refundable, and no credits or refunds will be issued for downgrades, except as expressly required by law. Partial-month or partial-year refunds are not provided. Credits for plan upgrades may be applied at Trailmate's discretion.
All fees stated are exclusive of applicable federal, state, local, and foreign taxes, levies, duties, and similar governmental assessments (collectively, "Taxes"). Subscriber is responsible for paying all Taxes associated with its purchase and use of the Services, excluding only taxes based on Trailmate's net income. If Trailmate is required to collect or pay Taxes, such Taxes will be invoiced to Subscriber and Subscriber shall pay such amounts unless Subscriber provides Trailmate with a valid tax exemption certificate authorized by the appropriate taxing authority.
Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is lower, from the date payment was due until the date payment is received. If any amount owed by Subscriber is more than thirty (30) days overdue, Trailmate may, upon written notice to Subscriber and provision of a ten (10) day cure period, suspend Subscriber's access to the Services until all overdue amounts and accrued interest are paid in full. Suspension of access does not relieve Subscriber of its payment obligations, and Trailmate may continue to invoice Subscriber during any suspension period. Trailmate may also pursue other remedies available at law or in equity.
Trailmate reserves the right to modify its fees and pricing for the Services at any time. Fee changes for existing subscriptions will not take effect until the next renewal term. Trailmate will provide Subscriber with at least thirty (30) days' advance written notice of any fee increase. If Subscriber objects to a fee increase, Subscriber may elect not to renew in accordance with Section 11.3.
11. TERM; TERMINATION; SUSPENSION; POST-TERMINATION
This Agreement commences on the Effective Date and continues for the initial subscription term specified in the Sales Order or Online Plan (the "Initial Term"). Unless terminated earlier in accordance with this Section 11, this Agreement will automatically renew for successive renewal terms equal in length to the Initial Term (each, a "Renewal Term"; the Initial Term together with all Renewal Terms, the "Term").
Either party may terminate this Agreement for cause if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings. Additionally, Trailmate may terminate this Agreement immediately upon written notice if: (i) Subscriber engages in illegal activity through the Services; (ii) Subscriber's use of the Services poses a material security risk or violates third-party intellectual property rights; or (iii) Trailmate is required to terminate by law or court order.
11.3 Non-Renewal
Either party may elect not to renew this Agreement for a subsequent Renewal Term by providing written notice to the other party at least thirty (30) days prior to the end of the then-current term, or such other notice period as specified in the Sales Order. Upon expiration of the then-current term, this Agreement will terminate, and Subscriber's access to the Services will cease.
Trailmate may suspend Subscriber's or any user's access to the Services, in whole or in part, immediately and without prior notice if: (a) Trailmate reasonably believes that Subscriber or its users are in violation of the Acceptable Use Policy set forth in Section 4; (b) Subscriber's use of the Services poses a security risk to the Services, other customers, or Trailmate; (c) Subscriber's use of the Services creates potential legal liability for Trailmate; or (d) Subscriber's account is more than thirty (30) days past due as described in Section 10.7. Trailmate will make reasonable efforts to provide advance notice of suspension and to limit the scope of suspension to the affected users or features where feasible.
For a period of thirty (30) days following termination or expiration of this Agreement (the "Export Period"), Subscriber may export and download Customer Data, including Session transcripts, documents, and other materials, using the export functionality available in the Services. Subscriber is solely responsible for exporting Customer Data during the Export Period. Trailmate is under no obligation to provide Customer Data in any specific format or to maintain Customer Data beyond the Export Period.
Upon expiration of the Export Period, or earlier upon Subscriber's written request, Trailmate will delete or render unrecoverable all Customer Data from Trailmate's active production systems and databases, except that Trailmate may retain: (a) archival or backup copies of Customer Data as required by law or regulatory obligations; (b) Customer Data necessary to establish or defend legal claims; (c) data contained in automatic system logs or backups that are deleted in the ordinary course of business; and (d) anonymized or aggregated Usage Data that does not identify Subscriber or any individuals. Any retained data will remain subject to the confidentiality obligations in Section 7.
Upon termination or expiration of this Agreement: (a) all licenses and rights granted to Subscriber under this Agreement immediately terminate; (b) Subscriber shall immediately cease all use of the Services and Documentation; (c) all fees owed by Subscriber become immediately due and payable; and (d) each party shall, upon request, return or destroy all Confidential Information of the other party in its possession, except as otherwise provided in Section 11.6 or required by law.
The following sections survive termination or expiration of this Agreement: Section 1.4 (Definitions), Section 6.1 (Ownership of Customer Data), Section 7 (Confidentiality), Section 10.5 (Downgrades and Refunds), Section 11.6 (Data Deletion), Section 11.7 (Effect of Termination), Section 11.8 (Survival), Section 12.2 (Disclaimers), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 15 (Dispute Resolution), and Section 17 through Section 19.
Each party represents and warrants that: (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any other agreement to which it is a party or by which it is bound; and (c) it will comply with all applicable federal, state, local, and foreign laws and regulations in performing its obligations under this Agreement.
Trailmate warrants that it will provide the Services in a professional and workmanlike manner and substantially in accordance with the Documentation. Subscriber's sole and exclusive remedy for breach of this warranty is for Trailmate to use commercially reasonable efforts to correct the non-conforming Services, or if Trailmate is unable to do so within a reasonable time, Subscriber may terminate the affected Services and receive a pro-rata refund of prepaid fees for the terminated Services for the remainder of the then-current term.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, THE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRAILMATE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, TRAILMATE DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES; (B) THE SERVICES WILL MEET SUBSCRIBER'S SPECIFIC REQUIREMENTS OR EXPECTATIONS; (C) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; (D) THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS, OUTPUTS, TRANSCRIPTS, OR INSIGHTS GENERATED BY THE SERVICES, INCLUDING AI-GENERATED CONTENT, WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR SUITABLE FOR SUBSCRIBER'S PARTICULAR MATTER OR PURPOSE.
TRAILMATE DOES NOT PROVIDE ANY SERVICE LEVEL AGREEMENT (SLA) OR UPTIME GUARANTEE. TRAILMATE WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE AVAILABILITY AND PERFORMANCE OF THE SERVICES, BUT DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION.
SUBSCRIBER ACKNOWLEDGES THAT THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE AND AUTOMATED WORKFLOWS, WHICH MAY GENERATE OUTPUTS, SUMMARIES, TRANSCRIPTS, OR RECOMMENDATIONS THAT CONTAIN ERRORS, OMISSIONS, INACCURACIES, OR INCONSISTENCIES. SUBSCRIBER IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND VALIDATING ALL OUTPUTS AND INFORMATION GENERATED BY THE SERVICES BEFORE RELYING UPON OR USING SUCH INFORMATION IN CONNECTION WITH LEGAL MATTERS. TRAILMATE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF AI-GENERATED CONTENT.
12.4 No Legal Advice; No Attorney-Client Relationship
TRAILMATE IS A TECHNOLOGY PROVIDER, NOT A LAW FIRM. THE SERVICES ARE SOFTWARE TOOLS DESIGNED TO FACILITATE LEGAL WORKFLOWS AND COMMUNICATIONS. TRAILMATE DOES NOT PROVIDE LEGAL ADVICE, LEGAL REPRESENTATION, OR LEGAL SERVICES OF ANY KIND. NO ATTORNEY-CLIENT RELATIONSHIP EXISTS BETWEEN TRAILMATE AND SUBSCRIBER, SUBSCRIBER'S CLIENTS, OR ANY OTHER USERS OF THE SERVICES.
ALL OUTPUTS, TRANSCRIPTS, SUMMARIES, RECOMMENDATIONS, INSIGHTS, AND OTHER CONTENT GENERATED BY THE SERVICES, INCLUDING AI-GENERATED CONTENT, ARE TOOLS TO ASSIST SUBSCRIBER'S LEGAL PRACTICE AND DO NOT CONSTITUTE LEGAL ADVICE OR LEGAL OPINIONS. SUBSCRIBER IS SOLELY RESPONSIBLE FOR ALL LEGAL ADVICE PROVIDED TO ITS CLIENTS, ALL LEGAL STRATEGIES AND DECISIONS, AND ALL PROFESSIONAL JUDGMENTS MADE IN CONNECTION WITH LEGAL MATTERS.
SUBSCRIBER ACKNOWLEDGES THAT IT REMAINS FULLY RESPONSIBLE FOR: (A) EXERCISING INDEPENDENT LEGAL JUDGMENT; (B) VERIFYING ALL INFORMATION AND OUTPUTS GENERATED BY THE SERVICES; (C) COMPLYING WITH ALL APPLICABLE PROFESSIONAL RESPONSIBILITY RULES, ETHICAL OBLIGATIONS, AND BAR ASSOCIATION REQUIREMENTS; (D) MAINTAINING CLIENT CONFIDENTIALITY AND ATTORNEY-CLIENT PRIVILEGE; AND (E) ENSURING COMPETENT REPRESENTATION OF ITS CLIENTS.
NOTHING IN THE SERVICES SHOULD BE CONSTRUED AS A SUBSTITUTE FOR CONSULTATION WITH QUALIFIED LEGAL COUNSEL. RELIANCE ON ANY INFORMATION, OUTPUT, OR RECOMMENDATION PROVIDED BY THE SERVICES IS AT SUBSCRIBER'S SOLE RISK.
EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 13.3, TRAILMATE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY SUBSCRIBER TO TRAILMATE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRAILMATE BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF TRAILMATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations set forth in Sections 13.1 and 13.2 do not apply to: (a) either party's indemnification obligations under Section 14; (b) either party's breach of Section 7 (Confidentiality); (c) Subscriber's breach of Section 3.2 (Restrictions) or Section 4 (Acceptable Use Policy); (d) claims arising from willful misconduct or fraud; or (e) claims that cannot be limited under applicable law.
SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT: (A) THE SERVICES EMPLOY AUTOMATED WORKFLOWS, ARTIFICIAL INTELLIGENCE, AND MACHINE LEARNING TECHNOLOGIES THAT MAY GENERATE OUTPUTS CONTAINING ERRORS, INACCURACIES, OMISSIONS, OR INCONSISTENCIES; (B) TRAILMATE IS NOT LIABLE FOR ANY DECISIONS MADE, ACTIONS TAKEN, OR LEGAL POSITIONS ADOPTED BY SUBSCRIBER OR ITS CLIENTS BASED ON OUTPUTS, TRANSCRIPTS, SUMMARIES, INSIGHTS, OR RECOMMENDATIONS GENERATED BY THE SERVICES; AND (C) SUBSCRIBER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VERIFYING, AND VALIDATING ALL INFORMATION GENERATED BY THE SERVICES BEFORE RELYING UPON OR USING SUCH INFORMATION IN CONNECTION WITH LEGAL MATTERS, CLIENT ADVICE, OR ANY OTHER PURPOSE.
SUBSCRIBER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 13 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRAILMATE AND SUBSCRIBER, AND THAT TRAILMATE WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT SUCH LIMITATIONS.
Subscriber agrees to defend, indemnify, and hold harmless Trailmate and its affiliates, and their respective directors, officers, employees, agents, contractors, successors, and assigns (collectively, the "Trailmate Indemnitees") from and against any and all third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or related to:
(a) Customer Data, including any allegation that Customer Data, or Trailmate's hosting, storage, processing, or transmission of Customer Data in accordance with this Agreement, infringes or misappropriates any patent, trademark, copyright, trade secret, or other intellectual property or proprietary right of any third party, or violates any third party's privacy, publicity, or other rights;
(b) Subscriber's or its users' use or misuse of the Services in violation of this Agreement, the Acceptable Use Policy, or applicable law, including violations of professional responsibility rules or ethical obligations;
(c) Subscriber's failure to obtain required consents, authorizations, or permissions from clients, witnesses, or other third parties for the collection, use, or disclosure of their information through the Services;
(d) Any dispute, claim, or litigation between Subscriber and its clients, contacts, or other third parties arising out of or related to Subscriber's use of the Services; or
(e) Subscriber's breach of any representation, warranty, or covenant in this Agreement.
Trailmate agrees to defend, indemnify, and hold harmless Subscriber and its affiliates, and their respective directors, officers, employees, agents, contractors, successors, and assigns (collectively, the "Subscriber Indemnitees") from and against any and all Losses arising out of or related to any third-party claim that the Services, when used in accordance with this Agreement, infringe or misappropriate any patent, trademark, copyright, or trade secret of a third party.
14.3 Exclusions from Trailmate's Indemnification
Trailmate's indemnification obligations under Section 14.2 do not apply to any claim arising from or related to: (a) Customer Data; (b) modifications to the Services made by Subscriber or at Subscriber's direction; (c) use of the Services in combination with third-party services, software, or data not provided by Trailmate; (d) Subscriber's use of the Services in violation of this Agreement or applicable law; or (e) Subscriber's continued use of the Services after Trailmate has notified Subscriber of the alleged infringement and provided alternative non-infringing functionality.
The indemnified party (the "Indemnitee") shall: (a) promptly notify the indemnifying party (the "Indemnitor") in writing of any claim for which indemnification is sought; (b) grant the Indemnitor sole control over the defense and settlement of such claim, provided that the Indemnitor may not enter into any settlement that imposes any obligation on the Indemnitee or admits fault on behalf of the Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld; and (c) reasonably cooperate with the Indemnitor, at the Indemnitor's expense, in the defense and settlement of such claim. Failure to provide prompt notice shall not relieve the Indemnitor of its obligations except to the extent the Indemnitor is materially prejudiced by such delay.
THIS SECTION 14 SETS FORTH THE INDEMNITOR'S SOLE AND EXCLUSIVE OBLIGATION, AND THE INDEMNITEE'S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO THIRD-PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS AND RELATED MATTERS.
This Agreement and any dispute arising out of or related to this Agreement or the Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
Prior to initiating arbitration or litigation, the parties agree to attempt in good faith to resolve any dispute arising out of or related to this Agreement through direct negotiation between senior executives of each party. If the dispute is not resolved within thirty (30) days of the initiating party's written notice describing the dispute, either party may demand non-binding mediation by providing written notice to the other party. The parties shall mutually select a mediator and shall participate in mediation in good faith. Mediation shall be conducted in California at a mutually agreeable location. Each party shall bear its own costs and expenses associated with mediation, and the parties shall share equally the fees and expenses of the mediator.
If the dispute is not resolved through mediation within sixty (60) days of the demand for mediation (or such longer period as the parties mutually agree), either party may initiate binding arbitration by providing written notice to the other party. Any dispute, controversy, or claim arising out of or related to this Agreement, or the breach, termination, or validity thereof, that is not resolved through mediation shall be finally resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Comprehensive Arbitration Rules and Procedures, or if JAMS is unavailable, by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree within thirty (30) days, appointed by JAMS or AAA. The arbitration shall be held in San Francisco, California, and conducted in the English language. The arbitrator's decision and award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including but not limited to equitable relief. Discovery shall be permitted to the extent necessary for the fair resolution of the dispute, as determined by the arbitrator in accordance with the applicable arbitration rules.
Each party shall bear its own costs and attorneys' fees incurred in connection with mediation and arbitration, except that the arbitrator may award reasonable attorneys' fees and costs to the prevailing party if permitted by applicable law. The parties shall share equally the fees and expenses of the arbitrator and the administering organization.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES BETWEEN THE PARTIES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. NEITHER PARTY MAY PARTICIPATE IN OR BE REPRESENTED IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST THE OTHER PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, CLASS, OR CONSOLIDATED PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION (SECTION 15.3) SHALL BE NULL AND VOID.
Notwithstanding the foregoing dispute resolution procedures, either party may seek temporary or preliminary injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its Confidential Information, intellectual property rights, or other proprietary interests pending the completion of arbitration. Such action shall not constitute a waiver of the right to arbitrate.
Notwithstanding the foregoing dispute resolution procedures, either party may bring an individual action in small claims court in the county where Subscriber is located or where the claim arose, provided that the claim falls within the jurisdictional limits of such court and is brought and maintained as an individual action.
Subscriber agrees to contact Trailmate's legal department at [info@trailmate.com] before initiating any formal legal proceeding (including arbitration or litigation) to allow Trailmate an opportunity to resolve the dispute informally. Subscriber must provide a written description of the dispute, the relief sought, and any supporting documentation. Trailmate will respond within thirty (30) days.
Trailmate reserves the right to modify this Agreement from time to time. If Trailmate makes a material change to this Agreement, Trailmate will notify Subscriber by: (a) sending an email to the email address associated with Subscriber's account; and/or (b) posting a notice within the Services or on Trailmate's website. Material changes will be effective thirty (30) days after notice is provided, or such longer period as specified in the notice (the "Notice Period").
Subscriber's continued use of the Services after the effective date of the modified Agreement constitutes Subscriber's acceptance of the changes. If Subscriber objects to any material modification that substantially and adversely affects Subscriber's rights under this Agreement, and the parties are unable to resolve the objection during the Notice Period, Subscriber may elect not to renew this Agreement at the end of the then-current term in accordance with Section 11.3. Such non-renewal is Subscriber's sole remedy for objecting to a modification.
Trailmate may make non-material changes or corrections to this Agreement (such as correcting typographical errors, updating contact information, or clarifying existing provisions without altering their substance) without prior notice. Trailmate may also update the Documentation, user guides, and help content from time to time without notice.
Routine operational notices, service announcements, billing reminders, account notifications, and other non-legal communications may be provided to Subscriber electronically via email to the email address associated with Subscriber's administrator account, or by posting notices within the Services. Subscriber is responsible for maintaining a current email address and monitoring such communications.
Any legal notice required under this Agreement must be in writing and delivered by: (a) personal delivery; (b) nationally recognized overnight courier service; (c) certified or registered mail, postage prepaid, return receipt requested; or (d) email to the addresses specified below (or such other address as a party may designate by written notice). Legal notices are deemed received: (i) upon personal delivery; (ii) one (1) business day after deposit with an overnight courier service; (iii) three (3) business days after deposit in the mail; or (iv) upon confirmation of receipt if sent by email.
Notices to Trailmate:
Trailmate, Inc.
Email: info@trailmate.com
Notices to Subscriber:
To the address and email address specified in Subscriber's account or Sales Order.
As between the parties, Trailmate and its licensors own and retain all right, title, and interest in and to the Services, Documentation, and all related software, technology, algorithms, models, interfaces, user experience designs, trademarks, trade secrets, and other intellectual property and proprietary rights (collectively, "Trailmate IP"). No rights in Trailmate IP are granted to Subscriber except as expressly set forth in this Agreement. All rights not expressly granted are reserved by Trailmate.
As stated in Section 6.1, Subscriber retains all right, title, and interest in and to Customer Data. Except for the limited license granted in Section 6.2, Trailmate does not acquire any ownership rights in Customer Data.
From time to time, Subscriber or its users may provide Trailmate with suggestions, enhancement requests, recommendations, ideas, comments, or other feedback regarding the Services ("Feedback"). Subscriber grants Trailmate a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable, non-exclusive license to use, reproduce, modify, create derivative works based upon, distribute, publicly perform, publicly display, and otherwise exploit Feedback for any purpose, including incorporating Feedback into the Services or other Trailmate products and services, without restriction and without any obligation to compensate or provide attribution to Subscriber or any user.
Trailmate respects the intellectual property rights of others and expects its users to do the same. If any third party believes that content available through the Services infringes their intellectual property rights, they may notify Trailmate by providing the following information in writing to Trailmate's designated copyright agent:
(a) A physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property right;
(b) Identification of the intellectual property claimed to have been infringed, or if multiple works are covered by a single notification, a representative list of such works;
(c) Identification of the allegedly infringing material and information reasonably sufficient to permit Trailmate to locate the material (e.g., Session ID, matter ID, document URL);
(d) Contact information for the complaining party, including name, address, telephone number, and email address;
(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the intellectual property right that is allegedly infringed.
Trailmate's Designated Agent for Intellectual Property Claims:
Trailmate, Inc.
Email: info@trailmate.com
Upon receipt of a valid notice, Trailmate may, in its sole discretion, remove or disable access to the allegedly infringing material, notify the Subscriber who posted or uploaded the material, and take other appropriate action. Trailmate may terminate access to the Services for users who are repeat infringers.
17.5 Counter-Notification
If Subscriber believes that material removed or disabled by Trailmate was removed or disabled in error or misidentification, Subscriber may provide a counter-notification to Trailmate's designated agent containing the information specified in applicable law (e.g., 17 U.S.C. § 512(g)(3) for copyright claims). Trailmate will follow the procedures required by applicable law in responding to counter-notifications.
Neither party may use the other party's name, trademarks, service marks, logos, or other proprietary identifiers in any marketing materials, press releases, advertisements, customer lists, case studies, or other promotional materials without the prior written consent of the other party. Consent may be withheld in either party's sole discretion.
Notwithstanding Section 18.1, Trailmate may disclose aggregated, de-identified, and anonymized usage statistics and operational metrics derived from the Services for marketing, research, benchmarking, and promotional purposes, provided that such disclosures do not identify Subscriber, its Authorized Users, its clients, or any other individuals. Examples of permissible disclosures include statements such as: "On average, employment law firms using Trailmate complete client intake Sessions in 2.5 days" or "Discovery response gathering Sessions have an 85% completion rate." Such statements may be included in marketing materials, presentations, blog posts, case studies, and other promotional content.
Trailmate may publicly share aggregated insights, trends, and benchmarking data derived from anonymized Usage Data across multiple customers, provided that such information cannot reasonably be used to identify any individual customer, user, or client. Such aggregated data may be shared in industry reports, whitepapers, webinars, conferences, and similar forums.
Subscriber may not assign, transfer, delegate, or otherwise dispose of this Agreement or any of its rights or obligations hereunder, whether voluntarily or by operation of law, without the prior written consent of Trailmate, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Subscriber may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity, provided that the assignee agrees in writing to be bound by the terms of this Agreement. Trailmate may assign this Agreement to any affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business. Any purported assignment in violation of this Section 19.1 is void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) to the extent such failure or delay is caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, strikes, epidemics, pandemics, government actions, power outages, internet service provider failures, denial-of-service attacks, and other similar events ("Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from this Agreement. The remaining provisions of this Agreement shall continue in full force and effect.
No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. A party's failure to enforce any provision of this Agreement shall not constitute a waiver of that party's rights to subsequently enforce such provision or any other provision.
This Agreement, together with any Sales Order, exhibits, schedules, and documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and communications between the parties regarding such subject matter. In the event of any conflict between this Agreement and any Sales Order, the Sales Order shall control with respect to the specific terms addressed therein (e.g., pricing, subscription term, number of users).
The headings and captions used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The terms "including," "includes," "include," and similar terms shall be deemed to mean "including without limitation" and shall not be construed to limit any general statement preceding such term. The word "or" shall be construed in the inclusive sense (i.e., "and/or"). This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the Agreement to be drafted.
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party without the other party's prior written consent.
19.8 Third-Party Beneficiaries
Except as expressly set forth herein (e.g., the Trailmate Indemnitees and Subscriber Indemnitees in Section 14), this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement.
This Agreement is executed in the English language. If this Agreement is translated into any other language, the English language version shall control in the event of any conflict or inconsistency.
For Sales Orders executed separately from online acceptance, this Agreement and such Sales Order may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and electronically delivered signatures shall have the same force and effect as original signatures. For online subscriptions, electronic acceptance through the website interface constitutes binding agreement.
SUBSCRIBER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. SUBSCRIBER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL PRIOR PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.