Draftsmith Service Agreement

Last Updated: 13 July, 2023

This Service Agreement (this “Agreement”) governs all usage of the Service, defined below, offered by Intelligent Editing, Ltd., a United Kingdom company (“Intelligent Editing” “we”, “us” or “our”). By using the Service or any part of it in any way, you agree (on your own behalf as an individual, and if applicable, also on behalf of a Company) to this Agreement effective on the date that you first use or access the Service (the “Effective Date”). Capitalized terms used in this Agreement have the meanings provided herein.

YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN YEARS OF AGE OR ANY HIGHER AGE IN YOUR JURISDICTION THAT IS REQUIRED TO FORM A BINDING CONTRACT. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (EITHER OF THE FOREGOING, A “COMPANY”), THEN YOU FURTHER REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH COMPANY AND ITS AFFILIATES.

This Agreement is subject to occasional revision. If we make substantial changes, we may notify you by sending an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes within the interface of the Service itself. You are responsible for providing us with your most current e-mail address. If the last e-mail address that you provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective immediately for you if the revised Agreement is displayed to you before your first use of the Service; and otherwise, 30 calendar days after the earliest of the dates that either emails you notice of the revision or posts notice of the revision on the Service. Your continued use of the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by this Agreement as so amended.

1.                  ABOUT THE SERVICE

The “Service” is Draftsmith, an extension offered by Intelligent Editing for Microsoft Office or Google Docs. To use Draftsmith, you must install the extension to your Authorized Computer(s). The Service uses artificial intelligence (“AI”) to allow you to provide input (“Input”) to the Service and to receive output generated by AI (“Output”), as further detailed on our website.

2.                  ADDITIONAL DEFINITIONS

The following terms have the meanings given below in addition to other terms defined herein:

“Administrator” means an Authorized User who you as a Company have authorized to enter into this Agreement and make payment in connection with it.

“Authorized Computer” means a computer, mobile phone, tablet or other device that you own or control.

“Authorized User” means you as an individual user of the Service. If you are a Company, then “Authorized Users” means all of the individual employees, consultants, contractors and agents (i) who you authorize to access and use the Service pursuant to this Agreement and (ii) for whom access to the Service has been purchased hereunder.

“Documentation” means written instructions and other documentation published by Intelligent Editing on its website(s) regarding acceptable and recommended usage of the Service, as Intelligent Editing may amend such Documentation from time to time.

“Documents” means any electronic documents you or your Authorized Users use in connection with the Service, that you keep on or access from your Authorized Computer(s).

“Intellectual Property” means copyrights, patents, trademarks, trade secrets, and trade dress.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means Intelligent Editing’s generated order form(s), separate from this Agreement, that provide for Services under this Agreement.

“Renewal Term” means each recurring period of one month (or such other period specified in your Order Form) following expiration of the Initial Term.

“Systems” means any and all hardware, software or other systems that you own, lease or control.

“Third-Party Materials” means software, information, products and materials made available by third parties (other than Authorized Users and Intelligent Editing customers) that are incorporated into the Service or provided to you in connection with the Service, including Output.

“Your Data” means all Input material that you and your Authorized Users submit to Intelligent Editing as well as all other data, materials, information, files and other content, whether in written, audio, video, multimedia or other format, that you and your Authorized Users upload or provide to the Service.

3.              OUR RESPONSIBILITIES.

3.1.           Availability. During the Term, we will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, 365 days a year, except for: (a) planned downtime (of which we will give at least 24 hours’ advance electronic notice), (b) downtime resulting from downtime of our hosting provider or of any other Third-Party Materials’ providers; and (c) force majeure events defined in this Agreement.

3.2.          Non-Disclosure. We will use commercially reasonable efforts to protect Your Data from disclosure to third parties. This commitment shall not apply, however, to data, information or materials (a) that our Privacy Policy, this Agreement or other written agreements between you and us reserve our right to disclose in other ways (for example, where we share Your Data with other users as part of the Service’s operation); (b) that is or becomes in the public domain through no fault of us; (c) that is or becomes known to us via other means that do not violate your rights; (d) that we are required by law to disclose; or (e) that we disclose in order to pursue or enforce our legal rights against you or against third parties.

3.3.          Deletion of Your Data. At any time after termination of this Agreement, we may permanently delete and destroy Your Data or any portion of it, except as we otherwise agree with you or your associated Company (if applicable). You accept the risk of such deletion and agree to maintain copies, stored outside of the Service, of any of Your Data that you do not wish to lose permanently after termination of this Agreement.

4.              ACCESS AND USE

4.1.          Use. Subject to and conditioned on your compliance with this Agreement, with the Documentation and with your Order Form, including payment of any applicable Fees, we grant you and your Authorized Users a non-exclusive, non-transferable right (the “Use Right”) to access and use the Service during the Term. If you are a Company, you shall ensure that your total Authorized Users throughout the Term shall not exceed the number of Authorized Users specified in your Order Form.

4.2.          Scope of Use Right. The Use Right includes the right of you and your Authorized Users to use the Service on an unlimited number of Authorized Computers, subject to the Rate Limit. The Use Right excludes the conduct set forth in the “Restrictions on Use” section below.

4.3.         Rate Limit. The Use Right allows you to use a maximum of 4 million tokens (which lets you check approximately a million words) per month or such other number of tokens that your Order Form may specify as your Rate Limit or your monthly token limit (the “Rate Limit”).

4.4.         Restrictions on Use. Except as this Agreement states, the Use Right excludes the rights to, and you agree that you and your Authorized Users shall not:

4.4.1.                 sell, resell, license, sublicense, distribute, rent or lease any part of the Service or your Service authentication credentials, or disclose any of them to any third parties without compensation;

4.4.2.                 modify, copy, or create derivative works based on the Service or any part of it;

4.4.3.                 use the Service to store, use or transmit material in violation of third-party privacy or Intellectual Property rights;

4.4.4.                 use the Service to store or transmit Malicious Code, or disable, impair or conduct penetration tests or scans of any hardware, software or other systems that Intelligent Editing owns, leases or controls;

4.4.5.                 gain unauthorized access to the Service or interfere with or disrupt the Service’s integrity or performance; or

4.4.6.                 disassemble, reverse engineer, or decompile any part of the Service, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service or (4) determine whether the Service is within the scope of any patent.

Any use of the Service in breach of this Agreement by you or an Authorized User that in our judgement threatens the security, availability or functioning of the Service may result in our immediate termination of this Agreement without penalty to us and without refund of any applicable Fees to you or to your associated Company if applicable.

4.5.         Service Suspension. We may temporarily suspend your access to any part or all of the Service if: (i) we reasonably determine that (A) there is a threat to the Service; (B) your use of the Service disrupts or poses a security risk to the Service, to us or to any other user; (C) you have used the Service for fraudulent or illegal activities; (D) you become the subject of any bankruptcy, liquidation, dissolution, or similar proceeding; (E) our provision of the Service to you becomes prohibited by applicable law; or (F) you have used or you are using the Service in a way that violates any policy or rule of an academic institution where you are currently studying or any agreement between you and your employer; (ii) any vendor of Intelligent Editing has suspended or terminated our access to or use of any Third-Party Materials; (iii) we receive a court order or law enforcement request directing such suspension; or (iv) you fail to make timely payment of any Fees owed to us.

In the case of any suspension pursuant to subclauses (i) through (iii) above, we will use commercially reasonable efforts to provide written notice before the suspension, to provide updates regarding resumption of access to the Service following the suspension, and to resume providing access to the Service promptly after the event giving rise to the suspension is cured. The notice described in this paragraph may be made by methods including e-mail messages to Authorized Users’ e-mail addresses and/or posting alert messages on the Service.

4.6.         Modification and Discontinuance. We may modify the Service at any time during the Term, with or without prior notice to you. We will not be liable to you or to any third party for any modification or discontinuance described in this section. It may be necessary for us to perform repairs or maintenance or remotely patch or upgrade the Service, which may temporarily degrade the quality of the Service or result in a partial or complete outage of the Service.

4.7.          Feedback. We may allow you to provide us with comments or suggestions about us or the Service (“Feedback”). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to copy and store any Feedback and use it to develop new products, improve or modify the Service or as we may otherwise deem appropriate.

4.8.         Our Rights and Licenses. You hereby grant us a limited, worldwide, non-exclusive, non-transferable, royalty-free right and license, irrevocable except as provided herein, to use Your Data solely as necessary for Intelligent Editing to provide the Service to you and your Authorized Users pursuant to this Agreement and the Documentation (including the rights and licenses to receive your Input, store your Input and related Output on our servers and process your Input and related Output, transfer your Input to Microsoft’s Azure OpenAI Service and allow Microsoft’s Azure OpenAI Service to receive, process and store your Input and the related Output) and as applicable laws require.

The right and license granted in this subsection begins on the Effective Date and lasts until the later of (x) the last day of the Term or (y) the latest date on which this Agreement or other legal obligation requires or allows us to exercise the rights and licenses herein.

4.9.         Reservation. Your rights relating to the Service are limited to those rights expressly provided by this Agreement and those rights provided by applicable law.

4.10.       Notification. If you become aware of any suspected misuse of a Service account or of any personal authentication credentials by any Authorized User or of any security incident related to your Service account, you shall notify us of the same in writing within 48 hours thereafter.

4.11.       Appointment of Administrators. If you are a Company, you may appoint and authorize an unlimited number of Administrators by using the relevant features in the Service’s interface. By appointing an Administrator, you agree that they may exercise the rights on your behalf described in this section.

4.12.       Roles of Administrators. Each Administrator may:

4.12.1.                        Invite and authorize any individual to be an Authorized User.

4.12.2.                        Terminate the use and access of the Service by any particular Authorized User by using the relevant features in the Service’s interface.

4.12.3.                        Terminate their Company’s subscription at any time using the cancellation tools in the Service’s interface.

5.              FEES AND TAXES. In consideration of your rights hereunder, you agree to pay Intelligent Editing those Fees, if any, specified in your Order Form. If you have not agreed to any Order Form, then your use of the Service as provided in this Agreement is at no cost to you. All Fees are nonrefundable except as required by applicable law and at Intelligent Editing’s sole and absolute discretion. 

6.              TERM AND TERMINATION; AUTOMATIC RENEWAL

6.1.           The term of this Agreement begins on the Effective Date and terminates one month later (the “Initial Term”) unless terminated earlier or extended as described here.

6.2.          After the Initial Term’s end, this Agreement will automatically renew for successive Renewal Terms unless you cancel your subscription using the cancellation tools in the Service’s interface before the start of the next Renewal Term. Any cancellation that complies with this section will irrevocably terminate this Agreement effective on the last day of the then-current Initial Term or Renewal Term. The “Term” means the Initial Term and all Renewal Terms together.

6.3.          You will not be eligible for a prorated refund of any portion of the subscription fee if you cancel before the end of the applicable Initial Term or Renewal Term, but you may use your subscription until the end of the Term. Fees applicable during a Renewal Term shall be at such amount as Intelligent Editing notifies you in writing at least ten days before the start of that Renewal Term. The notice described in this subsection may be made by e-mail to the e-mail address you have most recently provided to Intelligent Editing. If Intelligent Editing provides you with no such notice, then your Fees in the next Renewal Term are the same as in the immediately prior Renewal Term or Initial Term.

6.4.         We may terminate this Agreement (and your subscription, if applicable) (a) immediately by notice to you if you have failed to cure any material breach of this Agreement within 14 days after receiving notice of same from us or if you become insolvent, are liquidated or dissolved or if any proceedings are commenced by, for or against you under any bankruptcy, insolvency, reorganization of debts or debtors relief law; (b) on 14 days’ notice to you if you have breached any payment obligation under this Agreement; or (c) with 90 days’ notice to you for any reason.

6.5.         Any termination of this Agreement will also simultaneously and automatically terminate all licenses and access authorizations that it grants excepting the Feedback license described above.

7.              REPRESENTATIONS AND WARRANTIES. You represent and warrant to us that:

7.1.           the use of the Service and of Microsoft’s Azure OpenAI Service by you and your Authorized Users complies with and shall throughout the Term comply with (a) applicable laws in each country in which you use the Service and (b) any employment agreements, employee handbooks, or rules, policies or procedures of a Customer with which you are affiliated.

7.2.          no Input that you or your Authorized Users shall transmit to Intelligent Editing in connection with the Service shall infringe the privacy rights, Intellectual Property rights, moral rights or any other rights of or relating to any third party, including your associated Customer (if applicable) and all employees and other personnel of such Customer.

8.             DISCLAIMERS OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED HEREIN, INTELLIGENT EDITING DISCLAIMS ALL WARRANTIES TO YOU, TO YOUR AUTHORIZED USERS AND TO ANY THIRD PARTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. INTELLIGENT EDITING ALSO DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE, OR THAT YOUR SYSTEMS WILL BE PROTECTED FROM THIRD-PARTY ATTACK.

INTELLIGENT EDITING DOES NOT PROVIDE ANY WARRANTIES REGARDING (A) ANY THIRD-PARTY MATERIALS OR (B) THE SERVICES PROVIDED BY MICROSOFT’S AZURE OPENAI SERVICE RELATING TO THE SERVICE.

THE DISCLAIMERS IN THIS SECTION APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT.

9.              LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO EITHER PARTY’S NON-DISCLOSURE OR INDEMNIFICATION OBLIGATIONS HEREUNDER OR DAMAGES ARISING FROM EITHER PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT, AND (B) EACH PARTY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE FINAL THREE MONTHS OF THIS AGREEMENT’S TERM (IF APPLICABLE) OR $10,000, WHICHEVER AMOUNT IS GREATER. WE WILL HAVE NO LIABILITY TO ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES UNDER ANY THEORY OF LIABILITY. THESE LIMITATIONS WILL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE, AND REGARDLESS OF THE PERSON BRINGING THE CLAIM. THIS SECTION 9 (“LIMITATION OF LABILITY”) IS INTENDED TO BE AS INCLUSIVE AS APPLICABLE LAW PERMITS.

10.            INDEMNIFICATION

YOU AGREE ON BEHALF OF YOURSELF AND OF EACH AUTHORIZED USER TO INDEMNIFY, DEFEND AND HOLD HARMLESS (COLLECTIVELY “INDEMNIFY” OR “INDEMNIFICATION”) INTELLIGENT EDITING AND INTELLIGENT EDITING’S OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, INDEPENDENT CONTRACTORS, LICENSORS AND SUPPLIERS (“INTELLIGENT EDITING INDEMNITEES”) FROM AND AGAINST ANY THIRD-PARTY CLAIMS, DEMANDS, ACTIONS AND PROCEEDINGS, AND ANY RESULTING LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES), BROUGHT AGAINST ANY INTELLIGENT EDITING INDEMNITEE, RESULTING FROM A BREACH OF THIS AGREEMENT BY YOU OR BY ANY AUTHORIZED USER OR BY ANY OTHERS UNDER YOUR CONTROL OR ACTING ON YOUR BEHALF.

11.             SUPPLEMENTAL TERMS

In addition to this Agreement’s other provisions, the Draftsmith Supplemental Terms apply to you if and to the extent that you use any of the tools described in those Supplemental Terms.

12.            GENERAL

12.1.       Nature of Relationship. Each party will act as an independent contractor of the other with respect to this Agreement, and employees and independent contractors of one party will not be considered those of the other. This Agreement creates no agency, partnership, joint venture, other joint relationship or fiduciary relationship. Neither party may make any commitments binding on the other, nor may either party make any representation that they are acting for, or on behalf of, the other.

12.2.       Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement except as this Agreement may expressly provide.

12.3.       Assignment. You may not assign or transfer any of your obligations, licenses or rights under this Agreement without our prior written consent. We may assign this Agreement without your prior notice or consent.

12.4.       Force Majeure. Neither party will be held liable for failure to perform any obligation of or delay in performance resulting from or contributing to any cause beyond that party’s reasonable control, including without limitation any act of God, act of civil or military authority, act of war or terrorism, act (including delay, failure to act, or priority) of any governmental authority, power outages, civil disturbance, insurrection or riot, sabotage, fire, severe weather conditions, earthquake, flood, strike, work stoppage or other labor difficulty, embargo, delay in transportation or embargoes. The affected party’s obligations will be suspended solely to the extent caused by the force majeure and so long as it lasts, and the time for performance of the affected obligation will be extended by the time of the delay that the force majeure causes.

12.5.       Agreement Binding on Successors. This Agreement will bind and inure to the benefit of the parties and their heirs, administrators, successors, and permitted assigns.

12.6.       Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

12.7.       Waiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

12.8.       Disclaimers. Microsoft, Word and the Office logo and Google, Google Docs and Google and Google Docs logs are trademarks or registered trademarks of their respective owners and not of Intelligent Editing.

12.9.       Entire Agreement. This Agreement is the entire understanding of the parties and supersedes all prior agreements between them concerning its subject matter. Any amendment must be in writing and expressly state that it is amending this Agreement.

12.10.  Notices. Notices to us under this Agreement are deemed accepted only when sent by e-mail to billing@draftsmith.ai. Notices to you are deemed accepted when we send them to the most recent e-mail address that you have provided to us in connection with your registration for the Service.

12.11.  Survival. The following sections of this Agreement will survive this Agreement’s termination, in addition to any other section expressly providing for its survival: sections 3.2 (non-disclosure); 3.3 (data deletion); 4.4 (restrictions on use); 4.7 (feedback); 4.8 (our rights and licenses); 8 (disclaimers), 9 (limitation of liability); 10 (indemnification); 12.3 (assignment); 12.5 (successors); 12.6 (severability); 12.7 (waiver); 12.9 (entire agreement); 12.10 (notices); 12.12 (governing law); 12.13 (dispute resolution); 12.14 (government customers).

12.12.  Governing Law. The laws of England and Wales, except for conflict-of-law rules, will apply to any dispute between you and us related to the Service or to this Agreement. Your use of the Service may also be subject to other local, state, national, or international laws.

12.13.  Dispute Resolution.

12.13.1.   Introduction. Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Intelligent Editing and limits the manner in which you can seek relief from us. Both you and Intelligent Editing acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Intelligent Editing’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

12.13.2.  Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. In the unlikely event that Intelligent Editing has not been able to resolve a Claim after sixty (60) days, it shall be finally settled by binding arbitration in the United Kingdom. The arbitration will proceed in the English language. The governing law of the contract shall be the substantive law of the UK Arbitration Act 1996 (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes. The arbitrator shall be selected from an appropriate list of arbitrators in accordance with such Rules. Judgement upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

12.13.3.  Costs of Arbitration. The Rules will govern payment of all arbitration fees.

12.14.  Government Customers. To the extent that you or any of your Authorized Users are, or shall be during the Term, an agency, department, or other unit of any federal, state, county, municipal or other governmental entity in the United States of America or in any other country, this Agreement shall apply to the greatest extent of applicable laws.