Master Subscription Agreement

2.1  Grant of Rights. Subject to the terms and conditions of this Agreement, including timely payment of all Fees, Orthodoxy grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service, solely for Customer's internal legal practice management purposes and in accordance with this Agreement, the applicable Order Form, and the Documentation.

2.2  Authorized Users. Customer may permit Authorized Users to access and use the Service up to the seat limit applicable to its Subscription Tier, as set forth in Section 3.1. Customer is responsible for all acts and omissions of its Authorized Users in connection with the Service. Customer shall ensure that each Authorized User is made aware of, and agrees to comply with, the terms of this Agreement applicable to Authorized Users before such Authorized User accesses the Service. Customer shall promptly notify Orthodoxy of any unauthorized use of the Service or any Authorized User account.

2.3  Restrictions. Customer shall not, and shall ensure that its Authorized Users do not:

3.1  Subscription Tiers and Seat Limits. The following tiers are available. Pricing is set forth in the applicable Order Form or the then-current pricing page at app.orthodoxyapp.com.

3.2  Tier Downgrade. If Customer downgrades its Subscription Tier, the seat limit applicable to the new tier will be enforced at the start of the next billing cycle. Authorized Users in excess of the new seat limit will lose access at that time. Customer is responsible for managing Authorized User access in connection with any downgrade.

3.3  Enterprise Accounts. Enterprise Subscription accounts require execution of a separate Order Form negotiated with Orthodoxy's sales team. Enterprise Subscriptions are subject to customized pricing and terms set forth in the applicable Order Form, which supplements and, where expressly stated, modifies this Agreement. Account creation for Enterprise is subject to confirmation by Orthodoxy's support team before full activation.

3.4  Free Trial. New Customers are entitled to a free trial period of fourteen (14) days commencing on the date of account creation (the "Trial Period"). During the Trial Period, the Service is provided "as is" and without warranty. At the end of the Trial Period, the Subscription automatically converts to a paid Subscription at the tier and pricing applicable to Customer's selection at account creation, unless Customer cancels before the Trial Period expires. Orthodoxy reserves the right to modify or terminate the Trial Period offering at any time on reasonable notice.

4.1  Nature of the Service. THE SERVICE IS AN AI-ASSISTED RESEARCH GOVERNANCE AND WORKFLOW MANAGEMENT TOOL. THE SERVICE IS DESIGNED TO HELP ATTORNEYS ORGANIZE, ANNOTATE, AND DOCUMENT AI-ASSISTED LEGAL RESEARCH. THE SERVICE DOES NOT PRACTICE LAW, DOES NOT PROVIDE LEGAL ADVICE, AND DOES NOT CONSTITUTE LEGAL RESEARCH.

4.2  No Verification of Citations. ORTHODOXY DOES NOT VERIFY CITATIONS. ORTHODOXY DOES NOT CONFIRM THAT ANY CITATION PRODUCED BY OR THROUGH THE SERVICE IS ACCURATE, CURRENT, PROPERLY FORMATTED, OR GOOD LAW. The Service uses AI-assisted processes to generate Output, including suggested citations, passage extractions, and research summaries. AI-generated Output may be inaccurate, incomplete, out of date, or entirely fabricated. A citation that appears plausible and properly formatted may not exist, may misstate the holding of a case, may omit contrary authority, or may reflect superseded law.

4.3  Customer Acknowledgment of AI Limitations. By accessing or using the Service, Customer, on behalf of itself and each Authorized User, expressly acknowledges and agrees that:

4.4  Non-Removable Disclosure. The AI Limitations Disclosure referenced in Section 4.3(c) is embedded in every Compliance Certificate exported from the Service and may not be removed, suppressed, or altered by Customer or any Authorized User through configuration or otherwise.

5.1  Ownership. As between Orthodoxy and Customer, Customer retains all right, title, and interest in and to all Customer Content. Nothing in this Agreement transfers ownership of any Customer Content to Orthodoxy.

5.2  License to Orthodoxy. Customer grants Orthodoxy a limited, non-exclusive, worldwide license to host, store, process, display, and transmit Customer Content solely as necessary to provide and maintain the Service for Customer's benefit during the Subscription Term. Orthodoxy shall not use Customer Content for any other purpose.

5.3  No AI Training on Customer Content. Orthodoxy shall not use Customer Content to train, fine-tune, or evaluate any AI or machine learning model, including any model operated by Orthodoxy or by any subprocessor, without Customer's express written consent. Customer Content shall not be shared with any third-party AI model provider for training purposes.

5.4  Aggregated Analytics Data and the Analytics Consent Framework.

5.5  Customer Representations Regarding Content. Customer represents and warrants that (a) it has all rights necessary to submit Customer Content to the Service; (b) Customer Content does not infringe the intellectual property rights of any third party; and (c) Customer's submission and Orthodoxy's processing of Customer Content as contemplated by this Agreement will not violate applicable law or any obligation Customer owes to its clients or to any third party.

6.1  Fees. Customer shall pay all Fees as set forth in the applicable Order Form or as established at account creation for self-serve subscriptions. All Fees are stated in U.S. dollars and are non-cancelable except as expressly set forth in Section 6.5.

6.2  Payment. Fees are due in advance of each billing cycle. Payment is processed through Orthodoxy's billing integration. Customer authorizes Orthodoxy to charge Customer's payment method on file for all Fees as they become due. Customer shall maintain a valid payment method on file at all times during the Subscription Term.

6.3  Automatic Renewal. The Subscription automatically renews at the end of each Subscription Term for a renewal period equal to the then-current Subscription Term, at the then-current pricing for Customer's Subscription Tier, unless Customer cancels at least thirty (30) days before the end of the then-current Subscription Term. Orthodoxy will provide advance notice of any pricing change before the renewal date.

6.4  Late Payment and Suspension. If any amount due under this Agreement is not paid within ten (10) days of its due date, Orthodoxy may (a) charge interest at the lesser of 1.5% per month or the maximum rate permitted by law; (b) suspend Customer's access to the Service upon written notice; and (c) if payment is not received within thirty (30) days of the suspension notice, terminate the Subscription pursuant to Section 10.2. Access will be restored promptly upon receipt of all overdue amounts.

6.5  Refund Policy. Fees paid are non-refundable, except that: (a) if Orthodoxy terminates this Agreement without cause before the end of a prepaid Subscription Term, Orthodoxy will refund a pro rata portion of any prepaid Fees for the unused portion of the Subscription Term; and (b) Customer-initiated mid-term cancellations are not entitled to a refund of any prepaid Fees.

6.6  Taxes. Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all taxes, including sales, use, value-added, and similar taxes, imposed by any governmental authority on Fees paid under this Agreement, excluding taxes based on Orthodoxy's income. If Orthodoxy is required to collect any such taxes, Orthodoxy will invoice Customer and Customer shall pay such amounts.

7.1  Generation. A Compliance Certificate is generated upon completion of a quality-check sign-off by an Authorized User for a Research Session. The Certificate documents the checklist items attested by the signing Authorized User and the date of sign-off.

7.2  Immutability. Customer acknowledges that a Compliance Certificate, once generated, is cryptographically hashed and immutable. The underlying canonical data is fixed at the time of generation. No edits, amendments, or rescissions of a Compliance Certificate are possible after it is generated. This design is a deliberate feature of the Service.

7.3  Hash Verification. Customer may verify the authenticity and integrity of any Compliance Certificate at any time using the Service's certificate verification endpoint. The verification mechanism confirms that the Certificate has not been altered since generation.

7.4  Customer's Right to Use Certificates. Customer may use, reproduce, store, and distribute its own Compliance Certificates for any lawful purpose, including, without limitation, submission to malpractice insurers, production in bar disciplinary proceedings, use in internal audit and governance programs, and provision to clients upon request.

7.5  No Representation as to Legal Effect. Orthodoxy makes no representation as to the legal effect, evidentiary weight, or recognition of any Compliance Certificate in any specific proceeding, forum, or jurisdiction. Customer is responsible for evaluating the utility and admissibility of Compliance Certificates in any context in which Customer chooses to use them.

7.6  Insurer Recognition. Customer may submit Compliance Certificates to its professional liability insurer for any underwriting, premium, or claims-handling purpose. Orthodoxy is not a party to any insurer relationship and makes no representation that any insurer will accept, recognize, or credit Compliance Certificates.

8.1  Solo and Small Firm Tiers. Orthodoxy will use commercially reasonable efforts to maintain Service availability. Support is provided on a best-effort basis via email at support@orthodoxyapp.com. No service level agreement or guaranteed response time applies to Solo or Small Firm tier Customers.

8.2  Mid-Market Tier. Orthodoxy will provide the following support response targets for Mid-Market Customers:

8.3  Enterprise Tier. Enterprise Customers will receive service levels, uptime commitments (typically 99.5% measured monthly), maintenance window protocols, escalation procedures, and service credit remedies as set forth in the applicable Enterprise Order Form. In the absence of an Enterprise Order Form term, the Mid-Market support levels apply.

8.4  Scheduled Maintenance. Orthodoxy may perform scheduled maintenance on the Service with at least 48 hours' advance notice to Customer via the Service interface or email. Emergency maintenance may be performed without advance notice where necessary to preserve the security or integrity of the Service.

9.1  Indemnification by Orthodoxy. Orthodoxy shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that the Service, as provided by Orthodoxy and used by Customer in accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret right, and shall pay any final judgment or settlement arising from such claim. The foregoing does not apply to any claim arising from:

9.2  Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Orthodoxy and its officers, directors, employees, and agents from and against any third-party claim arising from:

9.3  Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to provide timely notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement (provided that the indemnifying party shall not settle any claim in a manner that admits fault on behalf of the Indemnified Party without its prior written consent); and (c) provide reasonable cooperation in the defense, at the indemnifying party's expense.

10.1  Term. This Agreement commences on the Effective Date and continues for the initial Subscription Term, and renews automatically in accordance with Section 6.3, unless earlier terminated in accordance with this Section 10.

10.2  Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail.

10.3  Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party (a) becomes insolvent, (b) makes a general assignment for the benefit of creditors, (c) has a receiver or trustee appointed, or (d) files or has filed against it a petition under applicable bankruptcy or insolvency law that is not dismissed within sixty (60) days.

10.4  Effect of Termination or Expiration. Upon the termination or expiration of this Agreement for any reason:

10.5  Survival. Sections 1, 4, 5.1, 7, 9, 11, 10.4, 12.1, 12.5, and all other provisions that by their nature should survive, will survive termination or expiration of this Agreement.

11.1  Disclaimer of Warranties. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. ORTHODOXY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (b) ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (c) ANY WARRANTY THAT ANY OUTPUT IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE; AND (d) ANY WARRANTY THAT THE SERVICE WILL SATISFY ANY SPECIFIC LEGAL, PROFESSIONAL RESPONSIBILITY, OR REGULATORY REQUIREMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THE FOREGOING EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11.2  Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3  Aggregate Liability Cap. EXCEPT AS SET FORTH IN SECTION 11.4, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ORTHODOXY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.4  Exceptions to the Cap. The liability limitations in Sections 11.2 and 11.3 do not apply to: (a) a party's indemnification obligations under Section 9; (b) either party's liability for breach of confidentiality obligations under Section 12.1; (c) either party's liability for gross negligence or willful misconduct; (d) Customer's payment obligations under Section 6; or (e) liability that cannot be excluded or limited under applicable law.

12.1  Confidentiality. Each party (the "Receiving Party") shall (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but not less than reasonable care; (b) not disclose the Confidential Information to any third party without prior written consent, except to employees, contractors, and advisors bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use the Confidential Information only for the purposes of exercising rights and performing obligations under this Agreement. The Receiving Party may disclose Confidential Information as required by law or court order, provided that it gives the Disclosing Party prompt written notice and reasonably cooperates in seeking a protective order.

12.2  Attorney Work Product and Privilege.

12.3  Bar Disciplinary Cooperation and Third-Party Process. Orthodoxy will produce Customer's Compliance Certificates, sign-off records, and associated Research Session data to Customer on reasonable written request. Orthodoxy will produce Customer's records to third parties, including bar disciplinary authorities, courts, and regulatory agencies, only pursuant to valid legal process. Where permitted by law, Orthodoxy will provide Customer with prompt written notice before complying with such process and will cooperate with Customer's reasonable efforts to obtain a protective order.

12.4  DMCA Designated Agent. Orthodoxy has designated an agent for receipt of notices of claimed copyright infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512. Notices may be sent to: legal@orthodoxyapp.com.

12.5  Dispute Resolution.

12.6  Force Majeure. Neither party will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party infrastructure. Payment obligations are not excused by force majeure.

12.7  Assignment. Orthodoxy may assign this Agreement without Customer's consent in connection with a merger, acquisition, or sale of all or substantially all of Orthodoxy's assets, with written notice to Customer. Customer may not assign this Agreement without Orthodoxy's prior written consent, which will not be unreasonably withheld. Any purported assignment in violation of this Section is void.

12.8  Notices. All notices shall be in writing. Notices to Orthodoxy shall be sent to legal@orthodoxyapp.com. Notices to Customer shall be sent to the email address on Customer's account. Notices are effective upon receipt.

12.9  No Attorney-Client Relationship. Nothing in this Agreement creates an attorney-client relationship between Orthodoxy and Customer or between Orthodoxy and any client of Customer. Orthodoxy is a technology service provider.

12.10  Entire Agreement. This Agreement, together with all Order Forms and exhibits incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. In the event of a conflict between this Agreement and any Order Form, the terms of the Order Form control solely with respect to the subject matter addressed in the Order Form.

12.11  Amendments and Waivers. Orthodoxy may update this Agreement by posting a revised version at app.orthodoxyapp.com/legal/msa and providing Customer with notice via email at least thirty (30) days before the revised Agreement takes effect. Customer's continued use of the Service after the effective date of any revision constitutes acceptance. No waiver of any provision will be effective unless in writing signed by the waiving party.

12.12  Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law, and the remaining provisions will remain in full force and effect.

12.13  Counterparts and Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures and execution by clickthrough are as valid as written signatures.