Terms of Service

2.1  Governance Workflow Tool. The Service is an AI research governance and workflow management platform designed to assist legal professionals in organizing, reviewing, annotating, and documenting AI-assisted legal research. The Service is not a legal research service, a legal information service, or a substitute for independent legal research, Shepardizing, KeyCiting, or other professional verification obligations. Orthodoxy does not practice law, provide legal advice, or represent that any AI Output is accurate, complete, current, or fit for use in any legal proceeding or work product.

2.2  No Attorney-Client Relationship. Access to or use of the Service does not create an attorney-client relationship between Orthodoxy and the Firm, any Authorized User, or any client of the Firm.

2.3  Modifications. Orthodoxy reserves the right to modify, enhance, or discontinue features of the Service at any time, provided that Orthodoxy will not materially diminish the core functionality of the Service during a paid Subscription Term without providing at least thirty (30) days' prior written notice.

2.4  Trial Period. If the Firm accesses the Service under a free trial, Orthodoxy grants a limited, non-exclusive, revocable right to use the Service for evaluation purposes only during the trial period specified at sign-up. Orthodoxy may terminate a trial at any time without notice or liability.

3.1  Grant of Access. Subject to the Firm's timely payment of all applicable fees and compliance with this Agreement, Orthodoxy grants the Firm a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for the Firm's internal legal practice management purposes.

3.2  Authorized Users. The Firm is responsible for (a) ensuring that only Authorized Users access the Service; (b) maintaining the confidentiality of all account credentials; (c) all acts and omissions of its Authorized Users; and (d) ensuring that Authorized Users comply with this Agreement. The Firm will promptly notify Orthodoxy of any unauthorized access to or use of any account.

3.3  Seat Limits. The number of Authorized Users is limited to the seat count specified in the applicable Order Form or subscription tier. The Firm may not permit more individuals to access the Service simultaneously or in aggregate than its purchased seat count.

3.4  Firm Administrator. The Firm must designate at least one Firm Administrator (FIRM_ADMIN) who is responsible for managing Authorized User accounts, billing, and compliance with this Agreement on behalf of the Firm.

4.1  Permitted Use. The Firm may use the Service solely to support its legal practice, including organizing AI-assisted research, documenting attorney review of AI Output, generating Compliance Certificates, and managing matter-level research governance.

4.2  Restrictions. The Firm will not, and will ensure that Authorized Users do not: (a) sublicense, resell, or make the Service available to third parties other than clients within the scope of a matter; (b) reverse engineer, decompile, or disassemble any component of the Service; (c) circumvent or attempt to circumvent any access controls, rate limits, or authentication mechanisms; (d) use the Service to process information in violation of applicable law, including any bar association rules governing technology use; (e) submit Customer Data that infringes third-party intellectual property rights; (f) use AI Output as a final work product without independent attorney review and verification; or (g) use automated means to scrape, harvest, or extract data from the Service.

4.3  Compliance with Professional Rules. The Firm is solely responsible for ensuring that its use of the Service complies with all applicable rules of professional conduct, including duties of competence, confidentiality, and supervisory responsibility under ABA Model Rules 1.1, 1.6, and 5.3, and any jurisdiction-specific equivalents. Orthodoxy does not represent that the Service satisfies any particular professional responsibility obligation.

5.1  Orthodoxy IP. As between the parties, Orthodoxy owns all right, title, and interest in and to the Service, including the platform architecture, source code, AI prompt architecture, model routing logic, Compliance Certificate canonical format and hash algorithm, hallucination analytics schema, passage calibration methodology, all Documentation, and all improvements, modifications, and derivative works thereof (collectively, "Orthodoxy IP"). No rights in Orthodoxy IP are granted to the Firm except the limited access right set forth in Section 3.1.

5.2  Customer Data and Work Product. As between the parties, the Firm owns all Customer Data and all Work Product. The Firm grants Orthodoxy a limited, non-exclusive license to process Customer Data solely as necessary to provide the Service and fulfill Orthodoxy's obligations under this Agreement. Orthodoxy will not use Customer Data for any purpose other than service delivery, security, and, where the Firm has enabled analytics consent, aggregated platform improvement as described in Section 7.3.

5.3  AI Output. Subject to the Firm's compliance with this Agreement and applicable law, AI Output generated through the Service is treated as Customer Data and owned by the Firm. The Firm acknowledges that (a) AI Output may be similar or identical to output generated for other users and Orthodoxy makes no exclusivity representation; (b) ownership and use of AI Output is subject to the terms of applicable third-party AI providers; and (c) Orthodoxy provides no warranty as to the accuracy, completeness, non-infringement, or fitness for purpose of any AI Output.

5.4  Feedback. If the Firm provides suggestions, feedback, or recommendations regarding the Service ("Feedback"), the Firm grants Orthodoxy a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Service or other Orthodoxy offerings without restriction or compensation.

5.5  Trademark. Neither party may use the other's trademarks, service marks, or trade names without prior written consent, except that Orthodoxy may identify the Firm as a customer in its marketing materials with the Firm's prior written approval, which may be withheld in the Firm's sole discretion.

6.1  AI Output Is Not Legal Research. AI Output generated through the Service constitutes a starting point for attorney review, not a finished legal research product. The Firm and each Authorized User bear sole and exclusive professional responsibility for independently verifying all citations, confirming the current validity of all cited authority, assessing the accuracy of all quoted passages, and exercising independent professional judgment before incorporating any AI Output into any work product, filing, or client communication.

6.2  Compliance Certificate Scope. A Compliance Certificate documents the governance workflow applied by the Firm to a Research Session. It evidences that an Authorized User completed the specified review steps and attests to the checklist items as of the sign-off date. A Compliance Certificate is not a representation by Orthodoxy as to the accuracy of any citation, the correctness of any legal analysis, or the satisfaction of any professional responsibility obligation.

6.3  Supervisory Obligations. Where an attorney assigns a Research Session to a subordinate using the Service's task assignment features, the supervising attorney retains all supervisory obligations under applicable rules of professional conduct, including the duty to review AI Output and Work Product before submission or reliance.

6.4  Court Disclosure. The Firm is solely responsible for determining whether and how to disclose its use of AI-assisted research tools to any court, tribunal, or opposing party. Orthodoxy's court standing order disclosure templates are informational only and do not constitute legal advice regarding disclosure obligations in any specific jurisdiction or proceeding.

7.1  Data Processing Obligations. Orthodoxy will: (a) process Customer Data only in accordance with the Firm's instructions and this Agreement; (b) implement and maintain technical and organizational security measures appropriate to the nature of the data, including encryption of data at rest and in transit; (c) not disclose Customer Data to third parties except as set forth in Section 7.2; and (d) promptly notify the Firm of any confirmed security breach involving Customer Data.

7.2  Subprocessors. Orthodoxy engages the following categories of subprocessors to operate the Service: (a) AI inference providers (processing legal queries); (b) database and authentication providers (storing Customer Data); (c) payment processors (billing only; no Customer Data); (d) cloud infrastructure providers (hosting); and (e) transactional email providers (delivering account notifications only). A current list of subprocessors is available at support@orthodoxyapp.com upon request. Orthodoxy will provide reasonable notice of material changes to its subprocessor list.

7.3  Analytics. Orthodoxy may collect aggregated, de-identified analytics about platform usage, AI Output patterns, and attorney correction behavior solely to improve the Service. Orthodoxy will not collect, retain, or analyze individual matter-level research data for this purpose unless the Firm has explicitly enabled analytics consent through its firm settings. The Firm may revoke analytics consent at any time, and revocation will apply prospectively.

7.4  Confidentiality of Customer Data. Orthodoxy acknowledges that Customer Data may constitute attorney work product or client confidential information. Orthodoxy will treat all Customer Data as confidential and will not access, review, or use Customer Data except as necessary to provide and maintain the Service, respond to support requests with the Firm's authorization, or comply with legal obligations.

7.5  Data Retention and Export. Upon termination of this Agreement, Orthodoxy will retain Customer Data for ninety (90) days, during which the Firm may export its data using the Service's export functionality. Following that period, Orthodoxy will delete or anonymize Customer Data, except as required by applicable law or as retained in routine backup systems (which are purged in the ordinary course).

8.1  Mutual Obligations. Each party ("Receiving Party") agrees to hold in strict confidence all non-public business, technical, financial, or other information of the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party will not use Confidential Information for any purpose other than as necessary to exercise its rights or perform its obligations under this Agreement, and will not disclose Confidential Information to any person except its employees, contractors, and advisors who need to know such information and are bound by confidentiality obligations at least as protective as those set forth herein.

8.2  Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully received from a third party without restriction.

8.3  Compelled Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, it will, to the extent legally permitted, provide the Disclosing Party with prompt prior written notice and reasonably cooperate with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.

9.1  Subscription Fees. The Firm will pay Orthodoxy the fees set forth in the applicable Order Form or subscription tier selection at sign-up. All fees are stated in U.S. dollars and are non-refundable except as expressly provided in this Agreement or required by applicable law.

9.2  Billing and Auto-Renewal. Fees are billed in advance on a monthly or annual basis as selected by the Firm. Subscriptions automatically renew for successive periods of the same duration unless the Firm cancels prior to the renewal date through the billing management portal. Orthodoxy may update fees upon at least thirty (30) days' prior written notice, and such updated fees will apply at the next renewal.

9.3  Taxes. All fees are exclusive of applicable sales, use, value-added, or other taxes. The Firm is responsible for all such taxes, excluding taxes on Orthodoxy's net income.

9.4  Suspension for Non-Payment. If any payment is more than ten (10) days past due, Orthodoxy may suspend the Firm's access to the Service upon written notice, without limiting any other remedy available to Orthodoxy. Access will be restored promptly upon receipt of all overdue amounts.

10.1  Mutual. Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) this Agreement constitutes a binding obligation enforceable against it; and (c) its performance will comply with all applicable laws and regulations.

10.2  Firm. The Firm further represents and warrants that: (a) it has all necessary rights to submit Customer Data to the Service; (b) Customer Data does not and will not violate any third-party intellectual property, privacy, or other rights; (c) Authorized Users are licensed attorneys or persons working under attorney supervision; and (d) the Firm's use of the Service will comply with all applicable rules of professional conduct.

10.3  Orthodoxy. Orthodoxy further represents and warrants that: (a) the Service, as provided, does not infringe any third-party intellectual property rights as of the Effective Date; and (b) Orthodoxy will implement and maintain reasonable security measures to protect Customer Data.

12.1  Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2  Aggregate Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE FIRM TO ORTHODOXY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3  Exceptions. The limitations in Sections 12.1 and 12.2 do not apply to: (a) a party's liability for gross negligence or willful misconduct; (b) Orthodoxy's indemnification obligations under Section 13.1; (c) the Firm's indemnification obligations under Section 13.2; (d) a party's breach of its confidentiality obligations under Section 8; or (e) claims that cannot be limited under applicable law.

12.4  Basis of the Bargain. The parties acknowledge that the limitations in this Section 12 reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the parties, without which Orthodoxy would not have entered into this Agreement.

13.1  By Orthodoxy. Orthodoxy will defend the Firm against any third-party claim alleging that the Service, as provided by Orthodoxy and used in accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret of a third party, and will indemnify the Firm for any damages, costs, and reasonable attorneys' fees finally awarded by a court or agreed in settlement, provided that: (a) the Firm promptly notifies Orthodoxy in writing of the claim; (b) Orthodoxy has sole control of the defense and settlement; and (c) the Firm provides reasonable cooperation. If the Service becomes or is likely to become the subject of such a claim, Orthodoxy may, at its option, obtain the right for the Firm to continue using the Service, replace the infringing component, or terminate the affected portion of the Service and refund prepaid unused fees.

13.2  By the Firm. The Firm will defend Orthodoxy against any third-party claim arising out of or related to: (a) the Firm's or any Authorized User's use of the Service in violation of this Agreement or applicable law; (b) Customer Data, including any claim that Customer Data infringes third-party rights; (c) the Firm's breach of any professional responsibility obligation; or (d) the Firm's reliance on AI Output without independent verification, and will indemnify Orthodoxy for any resulting damages, costs, and reasonable attorneys' fees, subject to the same procedural conditions set forth in Section 13.1.

13.3  Exclusions. Orthodoxy's indemnification obligation under Section 13.1 does not apply to claims arising from: (a) modification of the Service by anyone other than Orthodoxy; (b) use of the Service in combination with products or services not provided or approved by Orthodoxy; or (c) the Firm's continued use of the Service after Orthodoxy has provided notice of an alleged infringement.

14.1  Term. This Agreement commences on the date the Firm first creates an account and continues for the initial Subscription Term selected at sign-up, and thereafter automatically renews for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

14.2  Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period. Orthodoxy may terminate this Agreement immediately upon written notice if the Firm fails to pay any amount due and such failure remains uncured for ten (10) days, or if the Firm engages in conduct that Orthodoxy reasonably determines poses a material risk of harm to Orthodoxy or other customers.

14.3  Effect of Termination. Upon termination or expiration: (a) all rights granted to the Firm under this Agreement will immediately cease; (b) the Firm will lose access to the Service, subject to the data export window in Section 7.5; (c) each party will return or destroy the other party's Confidential Information; and (d) any provisions that by their nature should survive will survive, including Sections 1, 5 (IP ownership), 6, 7.5 (data retention), 8 (confidentiality), 10–13, and 15.

14.4  No Refunds on Termination. Except where termination is due to Orthodoxy's uncured material breach, all fees paid are non-refundable upon termination or expiration.

15.1  Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

15.2  Dispute Resolution; Arbitration. Except for claims for injunctive or other equitable relief, any dispute arising out of or relating to this Agreement that the parties cannot resolve within thirty (30) days will be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator in Wilmington, Delaware, and the award will be final and binding. Each party will bear its own costs and fees, except that the arbitrator may award fees to the prevailing party in accordance with applicable law.

15.3  Class Action Waiver. EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

15.4  Injunctive Relief. Nothing in this Agreement prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration, including to enforce confidentiality or intellectual property obligations.

15.5  Entire Agreement. This Agreement, together with any Order Form, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. In the event of any conflict between this Agreement and an Order Form, the Order Form controls.

15.6  Amendments. Orthodoxy may update this Agreement at any time by posting a revised version at app.orthodoxyapp.com/terms and providing notice via email or in-app notification at least thirty (30) days before the effective date of material changes. The Firm's continued use of the Service after the effective date constitutes acceptance of the revised Agreement.

15.7  Assignment. Neither party may assign this Agreement or any rights hereunder without the other party's prior written consent, except that Orthodoxy may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the parties' permitted successors and assigns.

15.8  Waiver; Severability. No failure or delay by either party in exercising any right will constitute a waiver of that right. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

15.9  Force Majeure. Neither party will be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including natural disasters, governmental actions, or third-party internet or infrastructure failures, provided that the affected party provides prompt notice and uses commercially reasonable efforts to resume performance.

15.10  Notices. Notices under this Agreement must be in writing and delivered to the Firm at the email address on file with Orthodoxy, or to Orthodoxy at support@orthodoxyapp.com. Notices are effective upon confirmed delivery.

15.11  Export Compliance. The Firm will comply with all applicable export control laws and regulations in its use of the Service and will not access the Service from any jurisdiction subject to a U.S. embargo.

15.12  No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights. Clients of the Firm are not third-party beneficiaries of this Agreement and may not rely on any Compliance Certificate or AI Output as a representation by Orthodoxy.