SmartLexAI

SmartLexAI Terms and Conditions ("Agreement")

This Agreement is between SmartLexAI, LLC ("SmartLexAI") and you. It applies to the SmartLexAI Services (defined below) as well as to any software, updates, supplements, documentation, output, data, support, and SmartLexAI websites that SmartLexAI may elect to provide, all of which are deemed part of the "SmartLexAI Services" unless other terms accompany those items. If so, those other terms apply. The Agreement contains terms that limit the liability of SmartLexAI, that limit your remedies in case of (and require you to arbitrate) any Service Dispute (defined below), and that require you to hold SmartLexAI harmless. You must read the entire Agreement before downloading, installing, accessing, or using (collectively, "Implement" or "Implementing") any SmartLexAI Services.

By Implementing (or attempting to Implement) any SmartLexAI Services, you accept all terms in this Agreement. By doing any of these, you also represent and warrant that you have read the entire Agreement. If you do not accept any terms of, or have not fully read, this Agreement, you have no right to Implement any SmartLexAI Services. "You" or "you" means the individual who Implements (or attempts to Implement) any SmartLexAI Services (and, if you represent a business entity, it also means that entity, and you represent and warrant you are authorized to enter into this Agreement for that entity). The term of this Agreement begins on the earliest date on which you Implement (or attempt to Implement) any SmartLexAI Services ("Effective Date") and continues until terminated.

SmartLexAI Is Not A Law Firm or Attorney. SmartLexAI is not a law firm or an attorney. SmartLexAI does not perform services performed by an attorney (e.g., it does not provide legal services), and its services, artificial intelligence ("AI") powered output, and any related documents or information are not a replacement or substitute for the advice or services of a licensed attorney. SmartLexAI recommends that you have all SmartLexAI services, documents, and materials (collectively, and specifically including SmartLexAI's ALEC service, "SmartLexAI Services") reviewed by an attorney licensed in your location. No attorney-client relationship is created with SmartLexAI. SmartLexAI is not obligated to provide any support for any SmartLexAI Services. If SmartLexAI elects to do so, any such support is provided "as is", "with all faults", and without warranty. SmartLexAI may cease providing any such support at any time, without notice.
Arbitration for Dispute Resolution. You understand that this Agreement requires the use of arbitration to resolve Service Disputes (defined below) and limits the remedies available to you in the event of a Service Dispute. See Section 16 for additional detail.
Non-English-Speaking Customers. You understand that the SmartLexAI Services are provided only in English.
Third Party Services. If you purchase a product or any SmartLexAI Services that involve third party services, you understand that you may be required to accept additional terms located on the third party's site. SmartLexAI disclaims liability for any information, materials, products, or services posted or offered as part of any third party services (including services provided by a third-party lawyer who SmartLexAI may refer you to, on your request). SmartLexAI is not liable for any failure of products or services offered or advertised at those sites.
Restrictions & Responsibilities. You will not, will not attempt to, and have no right or license to, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, prompts, or algorithms relevant to the SmartLexAI Services, including any software, documentation, or data related to the SmartLexAI Services; (b) modify, translate, or create derivative works based on any SmartLexAI Services or any SmartLexAI software; (c) use any SmartLexAI Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) access, store, distribute, or transmit anything that is intended to prevent, impair, or otherwise adversely affect others, including, but not limited to, worms, Trojan horses, or viruses through the SmartLexAI Services; (e) access, use, review, or benchmark all or any part of the SmartLexAI Services (or attempt any of these actions) in order to build a product or service that competes in any way with the SmartLexAI Services; (f) deploy any software or other applications to run automated tasks on the SmartLexAI Services; (g) use the SmartLexAI Services in a manner that, in the reasonable opinion of SmartLexAI, is abusive, illegal, or threatens the integrity or performance of the SmartLexAI Services or that infringes on the intellectual property rights of SmartLexAI or any third party. You represent, covenant, and warrant that you will use the SmartLexAI Services only in compliance with all applicable laws and regulations and that you will (at least where you believe the matter submitted to the SmartLexAI Services has more at issue – e.g., a higher price tag, more money at risk, money to gain, etc. – than you paid SmartLexAI for the particular SmartLexAI Services) have any output from any SmartLexAI Services reviewed by a licensed attorney in your state or jurisdiction before relying on it.
No Warranty. The SmartLexAI Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, SmartLexAI expressly disclaims all warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, SmartLexAI makes no (and expressly disclaims any) warranty that: (a) the SmartLexAI Services will meet your requirements; (b) the SmartLexAI Services will be available on an uninterrupted, timely, secure, or error-free basis; (c) the results that may be obtained from Implementing any SmartLexAI Services will be accurate or reliable; or (d) the quality of any products, services, information, or other material purchased or obtained by you through the SmartLexAI Services will meet your expectations. All terms in this Section 6 apply to the maximum extent permitted by applicable law and, solely to the extent you are a consumer and accessing SmartLexAI Services solely for your personal use (i.e., you do not represent a business and are not using SmartLexAI Services for the benefit of an artificial legal entity), are deemed modified to the minimum extent necessary to conform to such applicable law.
Hold Harmless; Limited Liability. Except as prohibited by law, you will hold SmartLexAI and its officers, directors, employees, advisors, and agents harmless from and against any claims of any third party or parties (including but not limited to attorneys' fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action in contract, negligence, or other tortious action, arising out of or related to, in any way, this Agreement or your Implementing (or your inability to Implement) any SmartLexAI Services. SmartLexAI will not be liable for any indirect, punitive, special, incidental, or consequential damages, of any kind or nature, arising out of or related to your Implementing (or your inability to Implement) any SmartLexAI Services, however such damages may arise. SmartLexAI's maximum, aggregate liability to you (and to any third party arising out of your Implementing (or your inability to Implement) any SmartLexAI Services) is limited to direct damages incurred in reasonable reliance in an amount not to exceed what you paid for such SmartLexAI Services (or USD$5 if you did not pay anything for such SmartLexAI Services). Liability for breach of an implied warranty that cannot, under applicable law, be disclaimed or excluded is, if permitted by applicable law, limited, at breaching party's election: (a) for goods, to replacing, repairing, or supplying equivalent goods (or paying the cost of the foregoing or refunding the purchase price); and (b) for services, to supplying (or paying a third party to supply) the services again or refunding the purchase price. Any claim related to this Agreement or any SmartLexAI Services is barred unless brought within one year from the date the claim could first be filed. This limitation applies to each party's successors and any permitted assigns. All terms in this Section 7 apply to the maximum extent permitted by applicable law and, solely to the extent you are a consumer and accessing SmartLexAI Services solely for your personal use (i.e., you do not represent a business and are not using SmartLexAI Services for the benefit of an artificial legal entity), are deemed modified to the minimum extent necessary to conform to such applicable law.
Prerelease. The SmartLexAI Services are a prelease service and are provided solely for evaluation and testing. Certain features may be missing or disabled, and the SmartLexAI Services may contain bugs or other errors that could cause them to malfunction. They may not work correctly or in the manner a commercial version of the SmartLexAI Services, if any, may function. You will not (and will instruct your personnel not to) use any SmartLexAI Services for anything critical or where any error or failure in the SmartLexAI Services would cause you or your personnel hardship. You (and your personnel) are solely responsible for evaluating the SmartLexAI Services and their output. In choosing to use any SmartLexAI Services, you are not relying on (a) SmartLexAI delivering any future features or functions of any kind, or (b) any comments or roadmap regarding any SmartLexAI Services. SmartLexAI may significantly change any SmartLexAI Services for a final, commercial version, if any, or may elect not to release one. If SmartLexAI makes a commercial version of any SmartLexAI Services available, you must enter into a separate agreement if you wish to Implement (or to allow your personnel to Implement) that Version.
Data; Required Data Sharing. SmartLexAI may use Ops Data to: (a) operate, maintain, or improve the SmartLexAI Services, the services and business models enabled by them, and any related or incorporated SmartLexAI products, services, or technologies; (b) perform under this Agreement, and (c) calculate and invoice you any applicable fees. Except as set forth in this Section 9, SmartLexAI will neither access Ops Data nor disclose it to any third party (other than third parties acting on behalf of SmartLexAI) except as you may otherwise authorize. "Ops Data" means all (w) data generated by SmartLexAI Services about their usage and performance of the systems used to deliver them (excluding data provided by you or on your behalf), (x) aggregated or anonymized behavioral or usage data, IP addresses within datacenter, infrastructure and configuration information for datacenter equipment, and SmartLexAI Service monitoring and health information; (y) metering, telemetry, and statistical data (including usage patterns and trends) derived from use of SmartLexAI Services; and (z) network traces, program dumps, and log files for SmartLexAI Services. You acknowledge that SmartLexAI Services access and exchange data with one or more AI language models that are hosted and controlled solely be third parties and, in the context of providing SmartLexAI Services to you, SmartLexAI will necessarily share some or all input you provide to SmartLexAI with these third-party language models, and the third party companies that own or operate them, to generate certain SmartLexAI Services output. In other words, your interactions with SmartLexAI Services are not private, and you have no expectation that SmartLexAI will – or even can – keep information that you provide to SmartLexAI as part of a SmartLexAI end user session, private. By providing (or attempting to provide) any information to any SmartLexAI Services, you are deemed to have agreed to the foregoing, and you will adjust what information you choose to share with SmartLexAI Services accordingly.
Inappropriate Content. When Implementing any SmartLexAI Services, you agree not to upload, download, display, perform, transmit, or otherwise distribute any content that: (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. SmartLexAI reserves the right to terminate or delete such material from its servers.
Personal Use. The SmartLexAI Services are made available for your personal use on your own behalf.
Children. Minors are not eligible to Implement any SmartLexAI Services. You agree that by Implementing (or attempting to Implement) any SmartLexAI Services, you are at least 18 years of age and you are legally able to enter into a contract where you live or where you are Implementing (or attempting to Implement) any SmartLexAI Services.
Trademarks. SmartLexAI, SmartLexAI.com, SmartLexAI logo, ALEC, all images and text, and all page headers, custom graphics, button, and icons are service marks, trademarks, or trade dress of SmartLexAI. All other trademarks, product names, and company names or logos cited or referenced in this Agreement are the property of their respective owners.
Input. Any Input is entirely voluntarily, and SmartLexAI will be free to use, disclose, reproduce, license, or otherwise distribute, and exploit Input provided to it as it sees fit, without obligation or restriction of any kind on account of intellectual property rights or otherwise. "Input" means your suggestions, comments, or other feedback provided to SmartLexAI and related to SmartLexAI or to any SmartLexAI Services.
Suspension; Termination; Survival. SmartLexAI may suspend or cancel the SmartLexAI Services, or terminate this Agreement (as applicable to all or any SmartLexAI Services), at any time, for any reason or no reason, in its sole discretion. On such cancellation, suspension, or termination, your right to use such SmartLexAI Services stops immediately. There is no guarantee that your data will be retrievable. Sections of this Agreement that, by their terms, permit or require performance after this Agreement terminates or expires will survive, including the two introductory paragraphs and Sections 1, 2, and 5 – 18.
Arbitration. Each party will submit any dispute arising out of or related to this Agreement or Implementing (or attempting to Implement) any SmartLexAI Services (each, a "Service Dispute") solely to binding confidential arbitration administered by the American Arbitration Association ("AAA"). All Service Disputes submitted to AAA will be resolved through binding arbitration before one arbitrator. Unless the parties agree in writing to a different location, arbitration proceedings will be held in the state of Idaho. For purposes of this arbitration section, a "Consumer" means a person using the Services for personal, family, or household purposes. If you are a Consumer, you and SmartLexAI will use the AAA Consumer Arbitration Rules for the arbitration; otherwise, you and SmartLexAI will use the AAA Commercial Arbitration Rules. The most recent versions of the AAA Consumer and Commercial Arbitration Rules are available on the AAA website (www.adr.org). The arbitrator will have no right or authority to award any party title to any intellectual property, or to award any indirect, punitive, special, incidental, or consequential damages, or damages for lost profits or lost business opportunities. Subject to the foregoing, the arbitral award will be final and binding between the parties. Notwithstanding the foregoing, nothing in this Section may be construed to prevent either party from obtaining injunctive relief from a court of competent jurisdiction to preserve the status quo, while it seeks to enforce its rights under this Agreement.
Governing Law and Venue. Any dispute arising from this Agreement or your Implementing (or attempting to Implement) any SmartLexAI Services will be governed by and construed and enforced in accordance with the laws of the state of Idaho, without regard to conflict of law rules or principles (whether of Idaho or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration will be resolved in the state or federal courts of Idaho and the United States, respectively, sitting in Bonner County or Kootenai County, Idaho. You consent to personal and exclusive jurisdiction in these courts.
Miscellaneous. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by you, directly or indirectly (e.g., by merger, consolidation, reorganization, or transfer of control), except with SmartLexAI's prior written consent. SmartLexAI may transfer and assign any of its rights and obligations under this Agreement without notice or consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. This Agreement is only for the benefit of its parties and only they may enforce it. The parties do not intend to confer any right or benefit on any third party. SmartLexAI may modify this Agreement, solely with prospective effect, at any time, effective on notice to you. If you do not agree to any such modification, you must immediately discontinue Implementing all SmartLexAI Services; your continued Implementation (or attempting to Implement) constitutes prospective acceptance of the modified Agreement. Except as otherwise expressly provided in the immediately prior sentence, this Agreement will not be modified except by a manually signed writing (i.e., signed with a pen) or a writing signed via electronic signature services (e.g., DocuSign), dated after the Effective Date, that expressly references this Agreement. No waiver of any breach of this Agreement will waive any other breach, and only written waivers are effective. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind SmartLexAI in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given: (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by facsimile or e-mail; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) on receipt, if sent by certified or registered mail, return receipt requested. You consent to SmartLexAI providing you notice about the SmartLexAI Services, or information the law requires SmartLexAI to provide, via email, to the email address you provided when you registered for, or otherwise obtained, the right to Implement any SmartLexAI Services, or by posting the notice at any "Customer Portal" or the like that SmartLexAI may make available to customers to manage their accounts, to receive such notices, and for other purposes. Notices emailed to you will be deemed given and received when the email is sent to you at this email address or when it is posted to any such Customer Portal. If you do not consent to receive notices electronically, you and your personnel have no right to Implement any SmartLexAI Services. You will periodically review any such Customer Portal to receive any such notices to you.

You understand that this Agreement affects your legal rights and obligations. If you do not agree to be bound by all the terms of this Agreement, you will not Implement (or attempt to Implement) any SmartLexAI Services.

Updated: July 2024