LVAppSuite Subscription Terms
Peak Legal Ops, LLC
These LVAppSuite Subscription Terms (these “Terms”) are a binding agreement between Peak Legal Ops, LLC, a Utah limited liability company (“Peak Legal Ops,” “we,” “us,” or “our”), and the organization that subscribes to LVAppSuite (“Customer,” “you,” or “your”). They govern your access to and use of LVAppSuite, a software-as-a-service product that we provide. We and you are each a “Party” and together the “Parties.”
These Terms apply to all LVAppSuite customers and are accepted online. By clicking to accept these Terms during sign-up or checkout, the individual accepting agrees to them on your behalf and confirms that they have authority to bind you. If they do not have that authority, or if you do not agree to these Terms, you may not use the Service. We record each acceptance, including the version accepted, the date and time of acceptance, and the individual who accepted. The current version of these Terms is posted at lvappsuite.com/terms.
1. Definitions and Interpretation
1.1 Definitions. Capitalized terms have the meanings given below or where they are first defined in these Terms.
“Acceptance Date” means the date you first accept these Terms.
“Authorized User” means an individual whom you have authorized to use the Service, who is an active organization administrator in your LawVu Organization, and who has been added to the list of permitted users for your Workspace. Authorized Users sign in to the Service through LawVu with their own LawVu accounts.
“Billing Period” means the monthly or annual period for which Fees are charged, as selected in the applicable Order.
“Confidential Information” has the meaning given in Section 7.
“Customer Data” means data, content, and information that you or your Authorized Users submit to the Service, or that the Service retrieves from your LawVu Organization on your behalf, including matter, contract, and document information, lookup table contents, and the workflows and other configurations that you create in the Service. Customer Data does not include Usage Data.
“DPA” has the meaning given in Section 6.5.
“Documentation” means the user guides, tutorials, help content, and release notes for the Service that we make available to you, as updated from time to time.
“Feedback” has the meaning given in Section 10.3.
“Fees” means the subscription fees for the Modules in an Order.
“LawVu” means the legal operations platform of that name, which is provided by a third party independent of Peak Legal Ops.
“LawVu Credentials” means the credentials that allow the Service to connect to your LawVu Organization, including OAuth access and refresh tokens and any integration client ID and client secret that your LawVu administrator creates for use with the Service.
“LawVu Organization” means your own LawVu environment, which you license directly from LawVu under your separate agreement with LawVu.
“LVFlows” means the Module that automates workflows triggered by events in your LawVu Organization, including the lookup tables those workflows use.
“LVOptics” means the Module that provides dashboards and analytics based on data retrieved from your LawVu Organization.
“LVTables” means the table tools included at no additional charge with any Module subscription, including Bulk Update. The table features available depend on the Modules you subscribe to, as described in the Documentation.
“Module” means a separately priced component of the Service. As of this version of these Terms, the only available Module is LVFlows.
“Order” means your selection of one or more Modules and a Billing Period, made through the Service’s online checkout or billing portal.
“Personal Data” means information within Customer Data that relates to an identified or identifiable individual.
“Security Incident” means a confirmed unauthorized access to, or acquisition, disclosure, alteration, or loss of, Customer Data while it is in systems controlled by us or our Subprocessors.
“Service” means the LVAppSuite hosted software that we provide, including the Modules in your Order, LVTables, the Documentation, and any updates that we make generally available. The Service does not include LawVu or any other Third-Party Service.
“Subprocessor” means a third party that we engage to process Customer Data on our behalf in providing the Service, as described in Section 9.
“Subscription Term” means the period that begins when your first Billing Period starts and continues through each renewal until your subscription ends under Section 3 or Section 14.
“Third-Party Service” means any product or service not provided by us that you use with the Service, including LawVu.
“Usage Data” means technical and operational information about the use and performance of the Service, such as log records, feature usage, error reports, and performance metrics, that does not include the content of Customer Data.
“Workspace” means the environment within the Service that is dedicated to you and connected to your LawVu Organization, where you configure Modules and manage Authorized Users.
1.2 Interpretation. In these Terms:
(a) “including” and similar words mean “including without limitation”;
(b) headings are for convenience only and do not affect interpretation;
(c) “days” means calendar days, and “business day” means a weekday that is not a U.S. federal holiday;
(d) “written” and “in writing” include email; and
(e) the plain-English summary shown during sign-up is provided for convenience only. It is not part of these Terms, and if it differs from these Terms, these Terms control.
2. The Service and Modules
2.1 Access to the Service. Subject to these Terms, including payment of the applicable Fees, we grant you a non-exclusive, non-transferable (except as permitted under Section 18), non-sublicensable right during the Subscription Term to allow your Authorized Users to access and use the Service, limited to the Modules in your Order, for your internal operations. The Service is offered only to organizations, including nonprofit organizations, for use in their operations, and not to individuals for personal, family, or household use.
2.2 Modules. Your Order identifies the Modules to which you subscribe. The functionality of each Module is described in the Documentation. You may add or remove Modules during the Subscription Term as described in Section 3.
2.3 LVTables. LVTables is included at no additional charge while you subscribe to at least one Module. Bulk Update is available with any Module. Other LVTables features are available based on the Modules you subscribe to, as described in the Documentation.
2.4 How the Service Works with LawVu.
(a) The Service connects to your LawVu Organization using LawVu Credentials that you authorize. Through that connection, the Service reads data from your LawVu Organization and, where you configure it to do so, writes data to it. Workflows, bulk updates, and other actions run in your LawVu Organization at your direction and according to the configurations that you create or approve.
(b) The Service depends on the availability of LawVu and its application programming interfaces, which we do not control. LawVu outages, changes to LawVu’s interfaces or usage limits, and changes to the permissions or configuration of your LawVu Organization may affect the Service. We will use commercially reasonable efforts to adapt the Service to changes that LawVu makes, but we are not responsible for the acts or omissions of LawVu.
(c) LVAppSuite is provided by Peak Legal Ops, not by LawVu. Your use of LawVu remains governed by your agreement with LawVu, and nothing in these Terms changes that agreement.
2.5 Coming-Soon Features. Features that the Service identifies as “coming soon” or similar, including LVOptics, LVBridge, and LVCompose, are not part of the Service and are not included in any Order. We make no commitment to release any such feature or to release it by a particular date. You agree that your Order is not based on the expected availability of any future feature.
2.6 Updates and Discontinuation. We may update the Service from time to time, for example to add features, fix defects, improve security, or respond to changes in LawVu. If we decide to discontinue a Module, we will give you at least sixty (60) days’ written notice and will refund any prepaid Fees for that Module covering the period after the discontinuation takes effect.
2.7 Availability and Support. We will use commercially reasonable efforts to keep the Service available, except for scheduled and emergency maintenance and interruptions caused by LawVu, your systems, or events outside our reasonable control. We provide support by email at support@lvappsuite.com and will use commercially reasonable efforts to respond promptly. These Terms do not include a service-level agreement or service credits.
2.8 Professional Services Not Included. The Fees cover access to the Service only. Implementation, configuration, workflow design, training, data cleanup, and other consulting services are not included. If you want us to provide those services, they will be provided under a separate written agreement, such as our Consulting Services Agreement and a statement of work. We may, at our discretion, provide limited onboarding assistance at no charge, such as help connecting your LawVu Organization or setting up initial workflows. Any such assistance is a courtesy. It does not create an obligation to provide further services, and it does not change the responsibilities described in Section 4.
2.9 Orders. These Terms apply to every Order and to all use of the Service. Terms in any purchase order, vendor registration form, or other business form that you provide do not apply, even if we accept or process it.
3. Fees, Billing, and Renewal
3.1 Fees. You will pay the Fees for the Modules and Billing Period in each Order. Fees are stated in U.S. dollars and are shown at checkout. LVTables is included with any Module at no additional charge.
3.2 Billing and Payment.
(a) Fees are billed in advance at the start of each Billing Period: monthly for a monthly Billing Period, and for the full year for an annual Billing Period.
(b) You pay Fees by credit or debit card through the Service’s online checkout. We do not offer payment by invoice. You authorize us, through our payment processor, to charge your card on file for the Fees when due, including on each renewal, until your subscription is cancelled.
(c) Card payments are processed by Stripe, and we do not receive or store full card numbers. You can update your card, view your billing history and receipts, and cancel through the billing portal provided in the Service.
3.3 Automatic Renewal. Each Billing Period renews automatically for another Billing Period of the same length unless you cancel before the end of the current Billing Period. For annual Billing Periods, we will send you a reminder at least thirty (30) days before the renewal date.
3.4 Cancellation. You may cancel your subscription, or remove a Module, at any time through the billing portal or by written notice to support@lvappsuite.com. Cancellation takes effect at the end of the current Billing Period, and you keep access to the cancelled Modules until then. Section 6.8 describes how long Customer Data is kept after the Subscription Term ends.
3.5 Refunds. Fees are non-refundable except as stated in this Section 3.5. There are no refunds or credits for a partial monthly Billing Period, or for the unused portion of an annual Billing Period when you cancel. We will refund prepaid Fees covering the period after the effective date of the termination, cancellation, or discontinuation only where:
(a) we discontinue a Module under Section 2.6;
(b) we terminate for convenience under Section 14;
(c) you terminate because of our uncured material breach under Section 14;
(d) you cancel after objecting to a new Subprocessor under Section 9.4;
(e) you cancel a Module under Section 11.2 because we could not correct a breach of our limited warranty; or
(f) we terminate a Module because of an infringement claim under Section 13.3.
3.6 Adding Modules and Changing Billing Periods. You may add a Module at any time. An added Module is charged on a prorated basis for the remainder of the current Billing Period and then renews with your subscription. You may switch from monthly to annual billing at any time. The switch takes effect immediately, with a prorated credit for the unused part of the current monthly Billing Period. A switch from annual to monthly billing, and the removal of a Module, take effect at the end of the current Billing Period.
3.7 Price Changes. We may change the Fees for a Module, effective at the start of a renewal Billing Period, by giving you written notice at least thirty (30) days in advance for a monthly Billing Period, or at least sixty (60) days in advance for an annual Billing Period. Fees will not change during a Billing Period that you have already paid for. If you do not agree to a price change, you may cancel before the change takes effect.
3.8 Taxes. Fees do not include taxes. You are responsible for sales, use, value-added, and similar taxes that apply to your purchases under these Terms, other than taxes based on our net income. If you are exempt from a tax, you will provide a valid exemption certificate, and we will not charge taxes covered by that certificate.
3.9 Failed Payments and Billing Disputes. If a charge fails, we will notify you, and you will update your card within fifteen (15) days of that notice. Section 14 describes when we may suspend the Service for non-payment. If you dispute a charge in good faith, you will notify us within thirty (30) days of the charge and give us a reasonable opportunity to resolve the dispute before asking your card issuer to reverse the charge. The Parties will work promptly and in good faith to resolve any billing dispute.
4. Your Responsibilities
4.1 LawVu Subscription and Connection. You must maintain an active LawVu subscription for your LawVu Organization throughout the Subscription Term. Your LawVu administrator is responsible for:
(a) creating and maintaining any LawVu integration that the Service requires, and entering its client ID and client secret in the Service when the Documentation calls for it;
(b) authorizing the Service’s connection to your LawVu Organization, and re-authorizing it when LawVu requires; and
(c) granting and maintaining the LawVu permissions that the Service needs, as described in the Documentation.
If your LawVu subscription ends, or the connection is revoked or not maintained, the affected features of the Service will stop working. This does not reduce the Fees or entitle you to a refund.
4.2 Authorized Users and Access. Authorized Users sign in to the Service through LawVu. To access the Service, an individual must be an active organization administrator in your LawVu Organization and must be on the list of permitted users for your Workspace. Access ends automatically when either condition is no longer met. You control both conditions and will:
(a) grant LawVu organization administrator rights, and add individuals to the Workspace, only for people you authorize to use the Service;
(b) require each Authorized User to sign in with their own LawVu account and not to share their access;
(c) ensure that your Authorized Users comply with these Terms. You are responsible for the acts and omissions of your Authorized Users in using the Service; and
(d) notify us promptly at support@lvappsuite.com if you become aware of any unauthorized access to your Workspace or your LawVu Credentials.
4.3 Workflows, Bulk Updates, and Configurations. You are responsible for the workflows, bulk updates, lookup tables, and other configurations that you create or approve in the Service, and for the changes they make in your LawVu Organization when they operate as configured. Before activating a workflow or running a bulk update, you will review and test it in a manner appropriate to its impact, for example in a LawVu sandbox environment if you have one. LawVu remains your system of record. The Service is not a backup or archive of your LawVu data.
4.4 Customer Data and Compliance. You are responsible for the accuracy and legality of Customer Data, and for obtaining any rights, consents, and authorizations needed, including under your agreement with LawVu, for us to process Customer Data as described in these Terms. You will use the Service in compliance with applicable laws and Section 5. The Service is not designed to meet the specific requirements of HIPAA, PCI DSS, or similar industry-specific regulations, and you are responsible for deciding whether the Service is appropriate for the Customer Data you choose to process.
4.5 Account Information. You will provide accurate account and billing information and keep your administrative contact details current. We may send notices under Section 17 to the administrative contact email on file.
5. Acceptable Use
5.1 Restrictions. You will not, and will not permit any Authorized User or other person to:
(a) sell, resell, sublicense, rent, or lease the Service, make it available to anyone other than Authorized Users, or use it to provide services to third parties;
(b) copy, modify, or create derivative works of the Service, or reverse engineer, decompile, or disassemble it or attempt to derive its source code, except to the extent applicable law expressly permits despite this restriction;
(c) access or use the Service to build a competing product or service, or to copy its features, design, or user interface;
(d) bypass or interfere with any security feature, access control, or usage limit of the Service, or access any workspace, account, or data that does not belong to you;
(e) perform penetration testing, vulnerability scanning, or load testing of the Service without our prior written consent;
(f) interfere with or disrupt the Service or its infrastructure, including by configuring workflows or bulk updates that place an unreasonable load on the Service or on LawVu’s application programming interfaces, or by accessing the Service through automated means other than features we provide;
(g) use the Service to store or transmit malicious code, or content that is unlawful, infringes the rights of others, or violates anyone’s privacy rights;
(h) use the Service in violation of applicable law, including export control and sanctions laws, or in violation of your agreement with LawVu; or
(i) remove or obscure any proprietary notice in the Service.
5.2 Reporting Security Issues. If you discover a potential security vulnerability in the Service, you will report it promptly to support@lvappsuite.com and will not disclose it publicly until we have had a reasonable opportunity to address it.
5.3 Enforcement. If we reasonably believe that a workflow, bulk update, or other use of the Service violates this Section 5, or is causing or is likely to cause harm to the Service, to LawVu, or to your LawVu Organization, we may pause that workflow or activity and will notify you. Suspension of your broader access to the Service is addressed in Section 14.
6. Customer Data
6.1 Ownership. As between the Parties, you own Customer Data. These Terms do not give us any rights in Customer Data except those stated in this Section 6.
6.2 Our Use of Customer Data. You grant us a non-exclusive right to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service, to prevent or address technical problems, and to comply with law. Our personnel will access Customer Data only for those purposes or with your permission. We will not sell Customer Data or use it for advertising.
6.3 Artificial Intelligence. We will not use Customer Data to train artificial intelligence or machine learning models. If we add features to the Service that use artificial intelligence, we will describe in the Documentation how those features use Customer Data, and any new Subprocessor they rely on will be subject to Section 9.
6.4 Usage Data. We may collect and use Usage Data to operate, secure, support, and improve the Service. We will use Usage Data outside the Service only in aggregated form that does not identify you, your Authorized Users, or any other individual, and we will not sell Usage Data.
6.5 Personal Data. We process Personal Data on your behalf, as your service provider, and only in accordance with these Terms and your configuration of the Service. We will not retain, use, or disclose Personal Data for any other purpose, and we will comply with the data protection laws that apply to us in that role. The LVAppSuite Data Processing Addendum posted at lvappsuite.com/dpa (the “DPA”) forms part of these Terms and applies to our processing of Personal Data. If the DPA conflicts with these Terms on the processing of Personal Data, the DPA controls.
6.6 Data Location. Customer Data is hosted in the United States. Section 9 describes the Subprocessors that help us provide the Service.
6.7 Legal Requests. If we receive a subpoena, court order, or other legal demand for Customer Data, we will notify you before responding, unless the law prohibits notice, and will direct the requesting party to you where reasonably possible.
6.8 Retention and Deletion. LawVu remains your system of record for your matter, contract, and document data. The Service stores your configurations (such as workflows and lookup tables), the data needed to run them, and your LawVu Credentials. After the Subscription Term ends, we will retain Customer Data for thirty (30) days so that you can resubscribe and keep your configurations. After that period, we will delete Customer Data from the Service, and any copies in backups will be removed through our normal backup cycle within a further thirty (30) days. You may ask for earlier deletion by writing to support@lvappsuite.com. We may keep billing records and records of acceptance of these Terms as needed for legal and accounting purposes.
7. Confidentiality
7.1 Definition. “Confidential Information” means non-public information that one Party (the “Discloser”) discloses to the other Party (the “Recipient”) in connection with these Terms, and that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Your Confidential Information includes Customer Data. Our Confidential Information includes non-public information about the Service, including its security measures.
7.2 Exclusions. Confidential Information does not include information that the Recipient can show:
(a) is or becomes publicly available through no fault of the Recipient;
(b) was known to the Recipient before it was disclosed, without an obligation of confidentiality;
(c) is independently developed by the Recipient without use of the Discloser’s Confidential Information; or
(d) is rightfully received by the Recipient from a third party without an obligation of confidentiality.
7.3 Obligations. The Recipient will use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under these Terms, and will protect it using at least reasonable care. The Recipient may disclose the Discloser’s Confidential Information only to its employees, contractors, Subprocessors, and professional advisors who need to know it for those purposes and who are bound by confidentiality obligations at least as protective as those in this Section 7. The Recipient is responsible for their compliance with this Section 7.
7.4 Required Disclosure. The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or court order, if it gives the Discloser prompt notice where legally permitted and reasonable cooperation, at the Discloser’s expense, in seeking a protective order or other limit on disclosure. Section 6.7 also applies to legal demands for Customer Data.
7.5 Duration. The obligations in this Section 7 apply during the Subscription Term and for three (3) years after it ends. They continue for as long as the information remains a trade secret under applicable law, and for Customer Data, for as long as we hold it.
7.6 Return or Destruction. When the Subscription Term ends, and on the Discloser’s written request, the Recipient will return or destroy the Discloser’s Confidential Information, except for copies kept in routine backups or as required by law, which remain subject to this Section 7 until destroyed. Customer Data is deleted as described in Section 6.8.
8. Security
8.1 Safeguards. We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against Security Incidents, appropriate to the nature of the Service. These safeguards include:
(a) encryption of Customer Data in transit using industry-standard protocols, and encryption of Customer Data at rest, with LawVu Credentials stored by the Service additionally encrypted using AES-256-GCM;
(b) sign-in through LawVu, limited to Authorized Users on your Workspace’s list of permitted users, with access revoked when a user no longer meets the requirements in Section 4.2;
(c) logical separation of each customer’s Customer Data;
(d) access to production systems limited to personnel who need it for the purposes described in Section 6.2; and
(e) regular backups of the Service’s database.
8.2 Hosting and Payment Providers. The Service is hosted with infrastructure providers, Supabase and Vercel, that maintain independently audited SOC 2 Type 2 reports, and card payments are handled by Stripe, a PCI DSS Level 1 certified service provider. These reports and certifications belong to those providers. LVAppSuite itself does not currently hold a SOC 2 or similar certification.
8.3 Security Incidents. If we confirm a Security Incident, we will notify you without undue delay, and in any event within seventy-two (72) hours after confirming it. Our notice will describe the nature of the Security Incident, the Customer Data affected (to the extent known), and the steps we are taking in response, and we will update you as we learn more. We will take reasonable steps to contain, investigate, and mitigate the Security Incident and will reasonably cooperate with you in meeting any notification obligations you may have. Our notice of a Security Incident is not an admission of fault.
8.4 Your Security Responsibilities. You are responsible for securing your LawVu accounts, including the sign-in and multi-factor authentication settings available in your LawVu Organization, for managing your Authorized Users under Section 4.2, and for the security of your own devices and networks.
8.5 Changes to Safeguards. We may update our safeguards from time to time, but we will not make changes that materially reduce the overall protection of Customer Data during the Subscription Term.
9. Subprocessors
9.1 Use of Subprocessors. We use Subprocessors to help us provide the Service. We require each Subprocessor that processes Customer Data to protect it under written obligations at least as protective as those in these Terms, and we remain responsible for our Subprocessors’ performance of our obligations under these Terms.
9.2 Current Subprocessors. As of the effective date of this version of these Terms, our Subprocessors are:
| Subprocessor | Purpose | Location |
|---|---|---|
| Supabase, Inc. | Database, backend services, and hosting of Customer Data (on Amazon Web Services) | United States |
| Vercel Inc. | Hosting and delivery of the Service’s web application | United States, with global content delivery |
| Postmark (ActiveCampaign, LLC) | Sending service emails, such as workspace set-up links and account notices (processes the recipient’s name and email address, organization name, and email content) | United States |
| Stripe, Inc. | Card payment processing and the billing portal (processes billing contact and payment information, not data from your LawVu Organization) | United States |
9.3 LawVu Is Not Our Subprocessor. LawVu is your Third-Party Service, which you use under your own agreement with LawVu. Data moves between the Service and your LawVu Organization at your direction, and we are not responsible for how LawVu processes your data.
9.4 Changes to Subprocessors. We keep the current list of Subprocessors at lvappsuite.com/subprocessors. We will give you at least thirty (30) days’ notice before a new Subprocessor begins processing Customer Data. If you object to a new Subprocessor on reasonable data protection grounds, you may tell us within that notice period, and we will discuss your concerns in good faith. If we cannot resolve them, you may cancel your subscription, effective before the new Subprocessor begins processing Customer Data, and receive a refund of prepaid Fees for the unused portion of the current Billing Period. We may replace a Subprocessor on shorter notice where needed to address an urgent security or service continuity issue, and will notify you promptly when we do.
10. Intellectual Property
10.1 Our Property. We and our licensors own all right, title, and interest, including all intellectual property rights, in and to the Service, the Documentation, and the underlying software, designs, and templates, together with all improvements and modifications to them, including any developed using Usage Data or Feedback. Your workflows, lookup tables, and other configurations are Customer Data, but the features and functionality of the Service that they use remain ours. Except for the rights expressly granted in these Terms, we reserve all rights in the Service.
10.2 Your Property. As stated in Section 6.1, you own Customer Data. Nothing in these Terms transfers ownership of Customer Data to us.
10.3 Feedback. If you or your Authorized Users provide suggestions, ideas, or other feedback about the Service (“Feedback”), we may use it without restriction and without any obligation to you. You are not required to provide Feedback.
10.4 Names and Logos. We will not use your name or logo to identify you as a customer, including on our website or in marketing materials, without your prior written permission. Email is sufficient, and you may withdraw your permission at any time for future uses.
10.5 Open-Source Components. The Service may include open-source software components. To the extent the license for a component grants you rights that differ from these Terms, that license governs your use of that component.
11. Warranties and Disclaimers
11.1 Mutual Warranty. Each Party represents that it has the authority to enter into these Terms.
11.2 Our Limited Warranty. We warrant that during the Subscription Term the Service will perform materially in accordance with the Documentation. This warranty does not apply to problems caused by LawVu or any other Third-Party Service, by your configurations, or by use of the Service that does not follow these Terms or the Documentation. If you tell us about a breach of this warranty at support@lvappsuite.com within thirty (30) days after you discover it, we will use commercially reasonable efforts to correct the problem. If we cannot correct it within thirty (30) days after your notice, you may cancel the affected Module and receive a refund of prepaid Fees for that Module covering the unused portion of the current Billing Period. This Section 11.2 states your exclusive remedy, and our entire liability, for breach of this warranty.
11.3 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 11, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS.
11.4 LawVu and Third-Party Services. We make no warranty about LawVu or any other Third-Party Service, and we are not responsible for its availability, security, data, or performance.
11.5 No Legal Advice. The Service is a software tool. It does not provide legal advice, and its workflows and other outputs are not a substitute for professional judgment. You are responsible for decisions you make using the Service.
12. Limitation of Liability
12.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR GOODWILL, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE FEES YOU PAID UNDER THESE TERMS IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
12.3 Exceptions. Sections 12.1 and 12.2 do not limit:
(a) your obligation to pay Fees;
(b) either Party’s obligations under Section 13 (Indemnities);
(c) either Party’s liability for its gross negligence, fraud, or willful misconduct; or
(d) your liability for breach of Section 5 (Acceptable Use).
12.4 Application. The limitations in this Section 12 apply even if a limited remedy in these Terms fails of its essential purpose. The Parties agree that the Fees reflect the allocation of risk in these Terms.
13. Indemnities
13.1 Our Indemnity. We will defend you against any claim, demand, or proceeding brought by a third party alleging that your use of the Service in accordance with these Terms infringes or misappropriates that third party’s intellectual property rights (an “Infringement Claim”), and will pay the damages, costs, and reasonable attorneys’ fees finally awarded against you, or agreed in a settlement we approve, for that claim.
13.2 Exclusions. We have no obligation under Section 13.1 for any claim to the extent it arises from:
(a) Customer Data or your configurations;
(b) LawVu or any other Third-Party Service;
(c) any modification of the Service not made by us;
(d) the combination of the Service with any product, service, data, or process not provided by us, where the claim would not have arisen without that combination; or
(e) your continued use of the Service after we have notified you to stop because of an Infringement Claim.
13.3 Our Remedies. If the Service becomes, or in our opinion is likely to become, the subject of an Infringement Claim, we may, at our option and expense: (a) modify the Service so that it is no longer infringing without materially reducing its functionality; (b) obtain the right for you to continue using the Service; or (c) if neither option is commercially reasonable, terminate your subscription to the affected Modules and refund prepaid Fees for them covering the unused portion of the current Billing Period. This Section 13 states your exclusive remedy, and our entire liability, for any Infringement Claim.
13.4 Your Indemnity. You will defend us against any claim, demand, or proceeding brought by a third party to the extent it arises from Customer Data, your breach of Section 5, or your use of the Service in violation of applicable law, and will pay the damages, costs, and reasonable attorneys’ fees finally awarded against us, or agreed in a settlement you approve, for that claim.
13.5 Procedure. The Party seeking defense will give the other Party prompt written notice of the claim (although a delay in notice relieves the defending Party of its obligations only to the extent the delay prejudices it), give the defending Party sole control of the defense and settlement, and provide reasonable cooperation at the defending Party’s expense. The defending Party will not settle any claim in a way that admits fault by, or imposes obligations (other than payment) on, the other Party without that Party’s prior written consent. The other Party may participate in the defense with its own counsel at its own expense.
14. Term, Termination, and Suspension
14.1 Term. These Terms begin on the Acceptance Date and continue until the Subscription Term ends. You may cancel your subscription at any time as described in Section 3.4.
14.2 Termination for Breach. Either Party may terminate these Terms by written notice if the other Party materially breaches them and does not cure the breach within thirty (30) days after receiving written notice describing it. If you terminate for our uncured breach, we will refund prepaid Fees as described in Section 3.5. If we terminate for your uncured breach, you are not entitled to a refund.
14.3 Termination for Convenience by Us. We may terminate your subscription for any reason by giving you at least sixty (60) days’ written notice. If we do, we will refund prepaid Fees covering the period after termination takes effect.
14.4 Suspension.
(a) Non-payment. If a charge remains unpaid after the fifteen (15) day period in Section 3.9, we may suspend your access to the Service after giving you at least five (5) days’ further written notice.
(b) Security and misuse. We may suspend your access to the Service, or any Authorized User’s access, immediately if we reasonably believe that the use poses a security risk to the Service or to others, violates Section 5 in a way that threatens harm, or must be suspended to comply with law. We will notify you promptly, in advance where practicable, and will limit the suspension to what is reasonably necessary.
(c) During and after suspension. While your access is suspended, workflows will not run, and we are not responsible for events in your LawVu Organization that are not processed during the suspension. We will restore access promptly once the reason for the suspension is resolved. Suspension for non-payment does not change the Fees owed.
14.5 Effect of Termination. When the Subscription Term ends for any reason: (a) your right to use the Service ends and your workflows stop running; (b) any Fees owed before the end of the Subscription Term remain payable; (c) Customer Data is retained and deleted as described in Section 6.8; and (d) each Party will handle the other’s Confidential Information as described in Section 7.6.
14.6 Survival. Sections 1, 3.5, 6.8, 7, 10, 11.3 through 11.5, 12, 13, 14.5, 14.6, and 16 through 18, and any other provision that by its nature should survive, will survive the end of these Terms.
15. Changes to These Terms
15.1 Updates. We may update these Terms from time to time. Each version is identified by a version number and effective date, and the current version is posted at lvappsuite.com/terms. Earlier versions are available on request.
15.2 Non-Material Changes. Changes that clarify or correct these Terms, or that do not materially reduce your rights or increase your obligations, take effect when we post them.
15.3 Material Changes. For any other change, we will give you at least thirty (30) days’ notice by email to your administrative contact and in the Service, and we will ask an Authorized User to accept the updated Terms in the Service. For a Billing Period you have already paid for, a material change that is adverse to you takes effect at the start of your next Billing Period, unless the change is required by law or applies only to new features or Modules. If you do not accept the updated Terms, you may cancel your subscription before they apply to you. We may require acceptance of the updated Terms as a condition of continuing to use the Service after they take effect.
15.4 No Other Amendments. These Terms may be changed only as described in this Section 15. No email, conversation, purchase order, or other communication changes these Terms.
16. Governing Law and Disputes
16.1 Governing Law. These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Informal Resolution. Before starting a lawsuit, a Party will give the other Party a written description of the dispute, and the Parties will try in good faith to resolve it for at least thirty (30) days. This does not prevent either Party from seeking urgent injunctive relief.
16.3 Venue. Each Party consents to the exclusive jurisdiction of the state and federal courts located in Utah for any dispute arising out of or relating to these Terms, except that either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
17. Notices
17.1 Notices to You. We may give you notices by email to the administrative contact email on file for your Workspace. We may also post general notices, such as updates to our Subprocessor list, in the Service or on our website.
17.2 Notices to Us. You may give us notices by email to support@lvappsuite.com. Notices of breach, termination, or an indemnification claim should include “Legal Notice” in the subject line.
17.3 When Notices Take Effect. An email notice is effective when sent, unless the sender receives a message that it was not delivered. A notice posted in the Service or on our website is effective when posted.
18. General
18.1 Entire Agreement. These Terms, including the DPA and the other documents they refer to, are the entire agreement between the Parties about the Service and replace all prior discussions and agreements on that subject.
18.2 Assignment. Neither Party may assign these Terms without the other Party’s prior written consent, except that either Party may assign them without consent to a successor in a merger, acquisition, or sale of all or substantially all of its business or assets to which these Terms relate, by giving written notice. Any other attempted assignment is void. These Terms bind and benefit the Parties and their permitted successors and assigns.
18.3 Force Majeure. Neither Party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, pandemics, war, terrorism, government action, labor disputes, internet or utility failures, or outages of hosting providers or LawVu. This Section 18.3 does not excuse your obligation to pay Fees.
18.4 Independent Contractors. The Parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.
18.5 No Third-Party Beneficiaries. There are no third-party beneficiaries of these Terms.
18.6 Export and Sanctions. Each Party will comply with applicable export control and sanctions laws. You represent that you are not located in a country subject to a comprehensive U.S. embargo and are not on any U.S. government list of prohibited or restricted parties.
18.7 Electronic Acceptance. Acceptance of these Terms by clicking in the Service is as binding as a handwritten signature, and each Party consents to the use of electronic records and communications for these Terms.
18.8 Severability and Waiver. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted, and the rest of these Terms will remain in effect. A Party’s failure to enforce a provision is not a waiver of its right to enforce it later.
18.9 Construction. These Terms will not be construed against either Party as the drafter.