SmartAdvocate Terms of Service
Effective Date: January 1, 2026
These revised Terms of Service supersede all prior versions and set forth the current terms and conditions governing use of our services. By continuing to access or use the platform, you (“the Subscriber”) agree to be bound by these updated terms. In consideration of the mutual promises contained herein, the parties hereto agree as follows:
e. On Provider’s request, no more frequently than annually, Subscriber shall furnish Provider with a signed certification (i) verifying that the Licensed Material is being used pursuant to the terms of this Agreement and (ii) listing the locations where the Licensed Material is being used.
1. Subscription; Access to the Software
d. No delay or failure of Provider or Subscriber in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by Provider or Subscriber of any breach of any provision of this Agreement shall be in writing to be effective and shall not operate or be construed as a waiver of any subsequent or other breach.
a. Subscriber hereby subscribes to use the Software, on the terms and subject to the provisions of this Agreement. Subject to the terms of this Agreement, Provider will use all commercially reasonable efforts to provide Subscriber with access to the Software for the number of users, and at the level of service specified on your original Work Order. Subscriber may, at its election, upgrade or downgrade the level of service and/or add or remove users at any time, as provided herein. The individual user accounts for which Subscriber subscribes and furnishes payment are proprietary to Subscriber (to the extent provided for by the terms of this Agreement) and may be allocated and/or transferred among Subscriber’s employees by Subscriber. As provided in this Agreement, user accounts may not be transferred to or used in any fashion by persons who are not employees of Subscriber.
c. The Licensed Material shall not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction.
b. For the purposes of this Agreement, the Software shall be deemed to include any updates, replacements, revisions, enhancements, additions or conversions thereto, if, as and when any of the foregoing shall be supplied by Provider, together with any associated documentation, either online or delivered pursuant to this Agreement or made available to Subscriber as a user of the Software (the Software and such documentation are hereafter sometimes referred to as the “Licensed Material”). No other rights are granted to Subscriber and all other rights are reserved to Provider.
b. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
c. Reference is hereby made to the initial Work Order executed and delivered by Subscriber in connection with the entering into of this Agreement, which sets forth the terms of Subscriber’s subscription and any other services and purchases being ordered or purchased by Subscriber (the “Work Order”). The terms and provisions of the Work Order are incorporated herein by reference. In the event of any conflict between the terms of the Work Order and the terms of this Agreement, the terms of this Agreement shall control.
a. It is expressly understood and agreed that, there being no expectations to the contrary between the parties, no usage of trade or other regular practice or method of dealing, either within the computer software industry, Provider’s industry or between the parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.
d. Provided that Subscriber is not then in breach of this Agreement, Subscriber may, at any point in the future, purchase additional user subscriptions and/or products or services, such as training, software integrations, data conversion, etc. The prices to be charged by Provider to Subscriber for any such subscriptions, products or services shall be at the prices and rates in effect at the time and as set forth in a separate Work Order.
38. Additional Provisions
e. Subscriber may, at any point in the future, reduce its number of user subscriptions by giving advance written notice thereof. Any such reduction shall be effective no earlier than the beginning of the next billing cycle. In any such event, if Subscriber prepaid any promotional subscription payments, Subscriber shall be entitled to a refund of all amounts for full months following the effective date of reduction, less any prepayment discounts taken. In no event will Provider refund any amounts for partial months or pro rate any monthly payment amounts.
Certain Software processes may be set up to occur automatically if used and configured properly. If automatic processes are used or configured improperly, the processes will not be correctly reflected in the Software and potentially result in the disruption of any intended automatic process or processes. Provider assumes no liability for improper use of the Software or for deficient or inadequate training, instructions, supervision or monitoring of personnel concerning the use of the Software.
f. In the event that Subscriber desires to terminate this Agreement in order to license the server-based version the Software and have it installed on Subscriber’s server, Subscriber shall be entitled to receive a credit against the amounts payable in respect thereof. The amount of such credit will be equal to fifty (50%) percent of the subscription fees paid by Subscriber pursuant to this Agreement for the twelve (12) months prior to the effective date of termination of this Agreement.
37. Automatic Processes
2. Term and Duration
Except in accordance with this provision, in the event of a dispute within the firm or among the individuals designated hereinabove, SmartAdvocate shall have no obligation to comply with any request or demand from such individuals, if not unanimously made by all equity partners, except in accordance with an Order of a court.
a. Either party may terminate their Agreement at any time by giving notice of termination at least thirty (30) days prior to the effective date of termination. If you elected to prepay the SaaS subscription and decided to terminate your subscription and cease use prior to the end of this 12-month period, you will be entitled to a refund of all amounts for full months following the effective date of termination, less any prepayment discounts. In addition, the months remaining forfeit the discount for paying annually and the months used will be charged at the full rate. The amount of any such refund to which Subscriber may be provided shall be reduced by all amounts that are then due and owing to Provider. In no event will Provider refund any amounts for partial months or pro rate any monthly payment amounts.
It shall be the obligation of the law firm to notify SmartAdvocate in writing of any change to the designation of the individuals who are authorized to make changes or decisions on behalf of the law firm. The law firm will hold SmartAdvocate harmless and defend and indemnify SmartAdvocate for complying with any decisions or change requests made by such above referenced authorized individual or individuals herein, or such replacement individuals as the firm may designate from time to time, in writing. Nothing in this provision shall be construed to require SmartAdvocate to take any action.
3. Billing and Payment
The law firm shall designate one or more individuals (each of whom shall be an owner, partner, shareholder, or employee of the firm) who shall be authorized on behalf of the firm to make any changes to this agreement. All such changes must be unanimously agreed to in writing by such individuals and SmartAdvocate, except that such individuals may unanimously designate one or more of such individuals who may individually act and speak on behalf of the law firm in this capacity.
a. All subscription payments are due in advance. If Subscriber is provided with promotional pricing, that pricing must be paid annually. Subscriber must have a valid credit card on file with Provider at all times and shall provide Provider with a written, nonrevocable authorization to have all subscription amounts payable by Subscriber pursuant to this Agreement charged to such credit card.
36. Authorized Designation
b. All services shall be paid in full in advance of the rendering of such services. Provider reserves the right to terminate or suspend Subscriber’s access to the Software without notice if any payment is not received when due for any reason. In any such event, the provisions of Section 22 shall apply.
Subscriber consents to Provider emailing and/or contact through SmartAdvocate’s Internal Messaging to all licensed SmartAdvocate users with relevant educational information like Tip of the Week, new feature webinars, workshops for key features, complimentary Training opportunities and the link. All licensed SmartAdvocate users can opt out of our emails at any time.
c. Notwithstanding anything herein to the contrary, in the event there is non-payment of the subscription cost for six (6) months or longer and thereafter the Licensee desires to reinstate their subscription to the software, the Licensee will be pay the outstanding balance owed for the unpaid months for the subscription in addition to payment for the next twelve (12) months up front. In addition, the Licensee will be required to pay a $1,000 service cost for the restoration of their services.
35. Training.
4. Subscriber Obligations
Neither party shall be deemed to have waived any of its rights under this Agreement unless such waiver is given in writing. The waiver or failure of either party to exercise any of its right in any respect provided for herein shall not be deemed a continuing waiver or a waiver of any additional further rights hereunder.
Subscriber shall be responsible for (a) the procurement, installation, operation and maintenance of the necessary workstations and other hardware and the software required to access and use the Software, (b) maintaining an adequate and reliable remote access connection to access the Software, and (c) the legality, reliability, accuracy and quality of its data.
34. No Waiver
5. Technical Support and Maintenance
Subscriber hereby gives Provider permission to use Subscriber’s name and logo in its advertising, marketing and publicity materials relating to the Software.
Provider will provide to Subscriber access to Provider’s instructional videos and written support materials, including Provider’s User Manual, as well as basic support services. The foregoing are included in the subscription price and are being made available at no additional charge.
33. Publicity
a. Technical support
All notices required or permitted to be provided pursuant to this Agreement shall be in writing. All notices to be sent to Provider shall be sent to 6 Harbor Park Drive, Port Washington, NY 11050, and all notices to be sent to Subscriber shall be sent to it at the address specified in your original Work Order. Either party may, from time to time, change the address to which notices shall be sent to it, by notice given in accordance herewith. Notices shall be given by (i) hand delivery with written receipt thereof, (ii) certified mail, with written receipt thereof, (iii) Federal Express or other recognized overnight carrier service or (iv) email, if a copy thereof is also sent via one of the methods specified in subsections (i) through (iii) of this Section. Notices given in accordance with this Agreement shall be deemed delivered upon actual receipt.
i. Technical support is only available to authorized users with an active and current subscription. Technical support is available between the hours of 9:00 am and 5:00 pm, Eastern Standard Time, excluding weekends and holidays.
32. Notices
ii. Additional technical support for after regular hours, and on weekends and holidays may be available, if expressly agreed to in writing, for an additional fee or on a pre-paid basis, if available at the time requested. Provider has no obligation to provide support services at any such time; any provision of such support services is at the sole discretion of Provider and may not be relied upon by Subscriber as being available or agreed to for any subsequent incident, request or matter.
The paragraph headings contained in this Agreement are for reference purposes only and have no legal consequence. They are provided solely to assist the reader. The fact that a provision of this Agreement may have been erroneously placed under the wrong paragraph heading shall have no consequence or bearing on the validity of the provision.
iii. Subscriber agrees to provide Provider with all necessary assistance, including the availability of personnel familiar with Subscriber’s computers, networking and operating systems; such person shall have “Network Administrator” rights to Subscriber’s computers, servers and networks as well as access to its facilities, equipment, system software and documentation as may be deemed necessary to remedy the issues necessitating the need for support.
31. Paragraph Headings
iv. Technical support and maintenance will be performed in accordance with commercially reasonable standards of care and otherwise subject to this Agreement.
Subscriber may not assign its rights and/or obligations under this Agreement, in whole or in part, without the prior written consent of Provider, which may be withheld in Provider’s sole discretion. Any attempt to assign such rights and/or obligations hereunder without such written consent shall be deemed null and void and an express breach of this Agreement. Notwithstanding the foregoing, Subscriber may assign its rights and obligations of this Agreement to any entity that acquires control of Subscriber by purchase of stock or merger or by obtaining all, or substantially all, of Subscriber’s assets; provided, that any successor shall, as a condition of said assignment, execute and deliver to Provider a document in such form as Provider shall determine, in its sole discretion, acknowledging said assignee’s agreement to be bound and be subject to all of the obligations of its predecessor under this Agreement.
v. Technical support does not cover problems unrelated to the Software. For example, network problems, hardware problems, software problems (other than problems with the Software) and operating system problems are expressly excluded from the technical support provided by Provider.
30. Assignment
vi. If technical support is requested and it is determined by Provider that the need for support does not arise from the Software, Subscriber agrees to pay Provider its standard hourly fee for additional technical support, as set forth in the Work Order, or Provider’s then current standard hourly rate, whichever is greater. The invoice for technical support will be charged to the credit card on file with Provider, as provided in Section 3 above, and shall be governed by the terms of Provider’s price schedule, in effect at the time of the billing, including, but not limited to, hourly rates, incidental expenses and interest on any outstanding invoices.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction (or by an arbitrator if the matter is submitted to arbitration by mutual agreement), all the remaining provisions shall be enforced to the maximum extent permissible consistent with the terms and conditions as currently written, so that the intent of this Agreement is carried out to the fullest extent possible and shall remain in full force and effect.
vii. Only Subscriber’s employees who have completed Provider’s Administrative Training Program will be permitted to call the Provider’s support line, send an email requesting support or file an electronic support/trouble ticket.
29. Severability
viii. Technical support is not a substitute for training and should not be requested for that purpose. Provider reserves the right to charge Subscriber for any training provided in response to a Subscriber support request, at Provider’s then current standard hourly rate. For the purpose of determining the amount to be billed therefor, portions of an hour shall be rounded up to the next whole hour.
Where legally permissible, the Party required to make such disclosure shall provide no less than fifteen (15) days’ prior written notice to the other Party to allow it to seek protective relief. Each Party acknowledges that a breach of this Section would cause irreparable harm for which monetary damages alone may be an insufficient remedy. Accordingly, the non-breaching Party shall be entitled to injunctive relief, specific performance, and other equitable remedies without the necessity of posting a bond, in addition to any other remedies available at law or in equity. This non-disparagement obligation shall survive the termination or expiration of this Agreement for a period of three (3) years, or such longer period as required by applicable law.
b. Maintenance
3. to secure legal or financial advice from a professional under a duty of confidentiality.
i. Provider will maintain the security and integrity of the Software and Subscriber’s data using reasonably acceptable security and integrity standards.
2. to enforce this Agreement, or
ii. While Provider does not guarantee that access to the Software by Subscriber and its employees will be uninterrupted and error free, Provider will use commercially reasonable efforts to make the Software available to Subscribers at all times.
1. as required by law, regulation, subpoena, or court order,
iii. Provider reserves the right to suspend access to the Software for a reasonable period of time for purposes of maintenance, upgrades or repairs. While Provider will attempt to perform maintenance, upgrades or repairs in off-hours, on occasion this may not be possible.
This Section shall not prohibit truthful statements made:
iv. Any planned suspension of access to the Software will be on a minimum of one day’s notice to Subscriber, delivered by email.
This restriction applies to statements made anonymously or under a pseudonym, as well as those made personally or through third parties.
v. Provider will solely manage all backup and archival services, including content restoration, in the event that Subscriber’s data is lost or corrupted. The obligation of Provider in this regard is to have Subscriber’s data backed up daily and retained for seven (7) days. Subscriber is responsible for the ongoing review of its data and shall promptly report to Provider any corruption, error, deletion, omission or unauthorized change in such data. Provider will use commercially reasonable efforts to repair or restore such data as quickly as commercially practicable.
• in any other medium or context, whether formal or informal.
vi. Upon Subscriber’s request, Provider will supply a backup copy of Subscriber’s data. Subscriber will supply a hard drive or other suitable media to store the requested backup data.
• on any website, blog, forum, or social media platform, or
7. Third Party Integrations
• to any client, prospective client, vendor, partner, investor, or member of the press or media,
a. Integration with third party services may be offered by Provider and may be withdrawn or cancelled on notice to Subscriber at any time, at the sole discretion of Provider. Provider will use its best efforts under the particular circumstances to give Subscriber at least thirty (30) days advance notice of withdrawal or cancellation of any such integration.
• in any public or private forum,
b. Provider makes no representation regarding the services to be provided by any third party the quality thereof or the costs therefor. The relationship between Subscriber and any third-party provider shall be governed by the agreement between Subscriber and the third-party provider. Acquiring, purchasing, and maintaining licenses for the use of third-party software which has been or will be integrated by Provider with the Software is the responsibility of Subscriber. The sole responsibility of Provider with respect to third party integrations is to provide access to them via the Software.
Each Party, on behalf of itself and its respective officers, directors, shareholders, employees, agents, contractors, representatives, successors and affiliates (collectively, “Representatives”), agrees that it shall not, directly or indirectly, make, publish, communicate, or cause to be made, published, or communicated any statement, whether written, oral, electronic, or otherwise, that disparages, defames, criticizes, or otherwise harms the reputation, image, goodwill, products, services, business practices, or professional standing of the other Party or any of its Representatives. For purposes of this Section, “disparage” shall include, but not be limited to, any communication, statement, implication, or publication, whether true or false, that could reasonably be expected to negatively affect the reputation, credibility or goodwill of the other Party or its Representatives, including but not limited to statements made:
8. Representations and Warranties
28. Non-Disparagement Clause
a. Each party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with or cause a material default under any other agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound. Each party represents and warrants that the person executing and delivering this Agreement on its behalf is duly authorized and empowered to do so.
Any dispute, controversy, or claim arising out of or relating to this Agreement (collectively, a “Dispute”), including but not limited to its formation, interpretation, performance, breach, termination, or validity, shall be resolved exclusively by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or any other rules promulgated by JAMS. The arbitration shall be conducted by a single neutral arbitrator experienced in commercial contracts, technology services and/or software licensing disputes. The arbitration shall take place in Nassau County or Suffolk County, New York, unless otherwise mutually agreed in writing by the parties. The parties waive any right to bring or participate in any class, collective, consolidated, or representative action, whether in arbitration or otherwise. The arbitration shall proceed solely on an individual basis, and the arbitrator shall have no authority to consolidate claims or award relief to any group or class of parties. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in Nassau or Suffolk Counties in New York to protect its intellectual property rights, confidential information, or data security obligations, pending the conclusion of arbitration. Any such action shall not waive the right to arbitration for the underlying claims. The arbitrator shall have authority to award monetary and equitable relief consistent with this Agreement, but shall not award punitive or exemplary damages, treble damages, or other damages not compensatory in nature, even if such damages would otherwise be available under applicable law. The total liability of SmartAdvocate LLC for any claim arising out of or relating to this Agreement or the Services, whether in contract, tort, or otherwise, shall be limited to the total amount of fees paid by Customer to SmartAdvocate LLC in the twelve (12) months preceding the event giving rise to the claim. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, arbitration costs, and expenses from the non-prevailing party. This Agreement and all disputes shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws rules or principles. The arbitrator’s decision shall be final, binding and non-appealable and judgment on the award may be entered in any court of competent jurisdiction. This arbitration agreement shall be specifically enforceable, and the parties irrevocably waive any right to bring or maintain any Dispute in any other forum, except as necessary to enforce an arbitration award or seek temporary equitable relief as expressly permitted above.
b. Each party represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and this Agreement, including copyright, privacy and communications decency laws.
27. Arbitration Agreement
c. Subscriber is solely responsible for the content of all postings, data, and transmissions involving the Software, or any other use of the Software by Subscriber or by any employee or agent of Subscriber. Subscriber represents and warrants that it will not (a) use the Software in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation or to disrupt the use of the Software, any software that is integrated with or in the Software, or the software of any third-party; or (b) violate or tamper with the security of any Provider computer equipment or program. If Provider has reasonable grounds to believe that Subscriber is accessing or utilizing the Software for any such illegal or disruptive purpose Provider may suspend Subscriber’s access to the Software immediately, with or without notice to Subscriber. In any such event, Subscriber shall not be entitled to any credit or rebate for any period of time during which it did not have access to the Software. In addition, Provider may terminate the Agreement as contemplated in Section 22 if Subscriber in fact fails to adhere to the foregoing acceptable use standards.
Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including an act of war, acts of God, earthquakes, tornadoes, hurricanes, mud slides, sink holes, natural disasters, floods, fires, embargo, riot, act of terrorism, sabotage, labor shortage, hackers or dispute or governmental act, provided that the delayed party gives the other party prompt notice of such failure or delay and uses reasonable commercial efforts to promptly correct such failure or delay in performance.
d. THE WARRANTIES SET FORTH IN THIS SECTION 8 ARE THE ONLY WARRANTIES MADE BY PROVIDER. PROVIDER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR ACCESS THERETO OR ANY RELATED SERVICE OR SOFTWARE. PROVIDER HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION GIVEN BY PROVIDER, ITS EMPLOYEES, LICENSORS, OR THE LIKE WILL CREATE A WARRANTY.
26. Force Majeure
9. Restricted Use
This Agreement, together with your signed Work Order, constitute the complete and exclusive statement of the terms and conditions between the parties. All prior proposals, understandings, and all other agreements, representations, oral and written, between the parties relating to the subject matter of this Agreement are of no force or effect and shall not be binding. Neither the Agreement nor the Work Order may be modified or altered except upon written agreement by the parties. Notwithstanding the forgoing, Provider shall have fifteen (15) days from the date hereof to correct any typographical, pricing, and/or computational error(s) in this Agreement and/or the Work Order. Provider will notify Subscriber of such correction(s) within forty-eight (48) hours of discovery of the need for any such corrections.
a. Only Subscriber’s employees may use the Software and only for Subscriber’s own law firm business use. Subscriber may not copy the Software nor permit it to be copied. Subscriber may not take screen shots of the Software or engage in similar activity nor shall it permit any such activity. Subscriber shall not modify, translate, decompile or disassemble the Software or attempt to do so in any manner nor create or attempt to create in any manner, by reverse engineering or otherwise, the source code for the Software, nor may Subscriber or any person or firm working on its behalf attempt to access the source code for the Software or adapt the Software in any way or use it to create a derivative or secondary network.
25. Entire Agreement
b. Subscriber will not and will not attempt to license, rent, lease or lend, nor will it permit anyone to license, rent, lease or lend the Software to any third party. Subscriber will not allow anyone access to the Software for any reason other than in connection with Subscriber’s legitimate law firm business. Under no circumstances will Subscriber allow any third party, including, without limitation, a vendor or developer of a competing case management system, to operate, use or observe the operation or use of the Software in any way, nor will Subscriber allow any third party, including, without limitation, a vendor or developer of a competing case management system to access or view the screens or the database structure of the Software or to access any of the written or online support or marketing materials of Provider.
Subscriber shall, in addition to the subscription fees and other amounts, if any, to be paid to Provider, pay all applicable sales, use, transfer and other taxes and all duties, whether international, national, state or local, however designated and which are levied or imposed by reason of the Agreement or Subscriber’s use of the Software. In the event that any such tax, duty or imposition is not paid by Subscriber to Provider, Subscriber shall provide timely proof of payment of the applicable amounts to Provider within ten (10) days after request by Provider. Failure to provide timely proof of payment of the applicable taxes will be deemed a breach of this Agreement. Should Provider fail, for any reason, to collect any tax or other amount due and payable to any national, state or local authority at the time the liability of Subscriber therefor arose, Provider shall be entitled to collect such amount(s) at any time, either during the term of this Agreement or thereafter.
10. Proprietary Rights
24. Taxes
Subscriber acknowledges that the Software and all written and online materials that may be provided or furnished by Provider from time to time (the Software and such materials are collectively referred to as the “Proprietary Material”) is the sole and exclusive property of Provider, and that all applicable rights to patents, copyrights, trademarks and all trade secrets inherent therein and appurtenant thereto are the property of Provider. Subscriber shall not sell, transfer, publish, disclose, display or otherwise make available any portion of the Proprietary Material to others without the express written consent of Provider. Subscriber agrees to secure and protect the Proprietary Material and access to the Software in a manner consistent with the maintenance of Provider’s rights therein and to take appropriate action by instruction or agreement with its employees and others who are permitted access to the Proprietary Material to satisfy its obligations under this Agreement. Subscriber shall use its best efforts to assist Provider in identifying, preventing and/or terminating any unauthorized use, access or disclosure of the Software or any portions thereof.
Subscriber agrees that Provider has expended significant resources, including time and money, in hiring and training its employees and contractors. Subscriber agrees to submit to Provider all requests for work to be performed on or in connection with the Software which it may require or desire at any time during the term of this Agreement and for one (1) year thereafter. All requests for additional services relating to the Software, including, without limitation, requests for additional services such as assistance with templates, forms, training, customization, systems configuration, system enhancements, custom documentation, workplans, picklist setups and contact setups must be made with Provider and not with any of its employees or contractors. Notwithstanding anything herein to the contrary, in no event will Subscriber, directly or indirectly, hire, retain or pay any form of compensation or remuneration in any form to any person who was at any time a Provider employee or contractor. This prohibition shall be in force and effect during the term of this Agreement and for a period three (3) years thereafter. Any such hiring, retention, support and/or payment is a breach of this Agreement, which will be grounds for termination of this Agreement by Provider pursuant to Section 22 hereof. In the event that Subscriber desires to re-subscribe to access the Software, it will be required to pay a new startup fee, the amount of which shall be determined by Provider. Provider shall have the right to condition any such re-subscription upon the discharge of the individual(s) hired or retained, as well as the payment to Provider of all reasonable damages, costs, losses and expenses incurred by Provider in connection therewith or in connection with the enforcement of this Agreement, including, without limitation, actual attorneys’ fees, court costs, collection fees and any other costs incurred.
11. Changes in Terms of Service
23. Limitations on Direct Hiring and/or Retention
Provider reserves the right to upgrade, modify, replace, reconfigure or remove features or functionalities from, the Software at any time, provided Provider will give at least thirty (30) days' advance notice for changes that materially and adversely affect any use of the Software. Provider may also change the fee schedule, support terms, and service level agreements for the Software subject to at least thirty (30) days' advance notice, except that if Subscriber has prepaid any subscription fees in advance, the change will not apply for the remainder of the term of such prepayment. Notwithstanding the provisions of Section 31, any such notice may be given and shall be effective if transmitted by e mail.
g. All amounts not paid when due shall be subject to the payment of interest thereon at a rate equal to the lesser of (i) one and one-half (1.5%) percent per month, compounded quarterly, or (ii) the maximum rate of interest allowed to be charged by law.
12. Use of Passwords; Internet
f. Upon termination of this Agreement for non-payment Provider may, at the sole discretion of Provider, have Subscriber’s account reinstated upon the payment to Provider of all monies due, calculated from the original date payment was due, including, but not limited to, all interest, penalties and a new startup fee at the rate in effect at the time. As provided in Subsection (e) above, Provider shall have no obligation to maintain Subscriber’s data, nor shall it be obligated to maintain any of Subscriber’s system settings or configurations. The restoration thereof, if possible, will be subject to the payment of additional charges at Provider’s then prevailing rates.
a. Subscriber is responsible for providing and administering user names and passwords for all its employees and other users (the “Log-In Information”). Each user must have a valid user name and password for the purpose of accessing the Software. Subscriber and its users agree to keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned user and may not be shared or transferred without Subscriber’s consent and control.
e. In the event this Agreement is terminated by Provider pursuant to Subsection (a) above, Provider shall have no obligation or responsibility to maintain Subscriber’s data for any period of time or provide Subscriber with access thereto or a copy thereof.
b. Subscriber and each of its users are responsible for maintaining the confidentiality of that user's username and password. Subscriber and its users are responsible for any and all activities that occur under Subscriber’s user accounts. Subscriber agrees to notify Provider immediately of any unauthorized use of any of Subscriber’s user accounts or any other breach of security. Provider will not be liable for any loss that Subscriber or a user may incur as a result of someone else using the passwords or accounts of any of Subscriber’s users, either with or without the applicable users' knowledge.
d. In the event of the termination of this Agreement other than pursuant to Subsection (a) above, and provided that all amounts due to Provider pursuant to this Agreement have been paid in full, Subscriber may request and Provider will make available for download an SQL data file containing Subscriber’s data as of the effective termination date. Subscriber’s request must be made in writing at the time Subscriber gives notice of termination and accompanied by payment of a service fee. The amount of such fee will be as set by Provider and in effect at the time of termination, but in no event less than Five Hundred ($500.00) Dollars. Provider will have no obligation to maintain Subscriber’s data for more than seven (7) days following termination and will thereupon irrevocably delete all Subscriber data.
c. Provider does not guarantee the security of any information transmitted to or from you or any user over the Internet, including through the use of e-mail. Access to the Internet, if employed, is Subscriber’s responsibility and the responsibility of Internet provider(s) employed by Subscriber. Provider shall not be responsible for failure of service due to Internet facilities, including related telecommunications or equipment.
c. Upon the termination of this Agreement, Subscriber shall remain liable for all subscription fees and all other amounts accrued or payable to Provider prior to the effective date of termination as outlined in section 2, c. above. If this Agreement is terminated by Provider pursuant to Subsection (a) above or for violations of the contract, Subscriber shall not be entitled to the refund of any amount paid in advance and Provider shall be entitled to payment of all legal and other fees and expenses, if any, incurred by Provider in connection with such breach or termination, or in connection with the enforcement of this Agreement, including, without limitation, attorneys’ fees, court costs, collection fees and all other costs incurred.
13. Monitoring for Fair Use of Unlimited Document Storage, Texting, e-Signature & Built-In AI Tools
b. The termination of this Agreement shall automatically and without further action by Provider terminate and extinguish the right of Subscriber to access the Software all other rights of Subscriber pursuant to this Agreement. In the event of termination of this Agreement Subscriber shall return to Provider all material disseminated, delivered or given to Subscriber in connection with or relating to the Software, including, without limitation, all documentation and other materials, written, printed or digital, wherever located. Provider shall have the right, at any time, to take immediate action in order to secure possession of the Software including copies, partial copies, updates as well as all related materials, written, printed or digital thereof wherever located. Upon request of Provider, Subscriber shall certify within seven (7) days of receiving a request from Provider, in writing, sworn to in an affidavit signed by a principal or officer of Subscriber, that all copies, partial copies, updates as well as all related materials, written, printed or digital thereof wherever located, relating to the Software, have been turned over to Provider.
Licensee acknowledges that the unlimited document storage provided under this Agreement is solely for the purpose of storing documents directly related to specific individual cases opened within the SmartAdvocate application. It is expressly agreed that the SmartAdvocate document storage will not be used to store e-discovery documents or data or documents or data not specifically related to individual cases entered into SmartAdvocate.
vi. the non-receipt by Provider of any payment required pursuant to this Agreement for any reason.
Licensor reserves the right to monitor Licensee's Unlimited Document Storage and/or, if purchased, Texting, e-Signature & Built-In AI Tools usage to ensure fair use and compliance with the terms of this Agreement. In the event Licensor determines, in its sole discretion, that Licensee is using these services in violation of this Agreement or engaging in any unfair use, Licensor may take appropriate actions, including but not limited to limiting storage capacity, texting, e-signature or AI tools, instituting an additional charge based on usage, suspending access or terminating the Agreement.
v. Subscriber’s becoming insolvent or making any assignment for the benefit of creditors, or
14. Reporting Infringement
iv. the voluntary or involuntary filing of a bankruptcy petition or similar proceeding under state law with respect to Subscriber;
By accessing and/or using the Software, Subscriber agrees to report to Provider all claims or suspected claims of copyright or other infringement of Provider's intellectual property or other proprietary rights.
iii. the sales of a majority interest of Subscriber;
15. Copyright
ii. the cessation of business by Subscriber;
Subscriber agrees not to use the Proprietary Material in any manner which may infringe any copyright or intellectual property rights of others or in any other manner which is unlawful.
i. the violation or breach by Subscriber, its officers, directors, shareholders, members, employees, agents and/or contractors of any provision of this Agreement;
16. Injunctive Relief
a. Provider may terminate this Agreement immediately upon written notice to Subscriber upon the occurrence of any of the following:
Subscriber acknowledges that the Software contains proprietary trade secrets of Provider and Subscriber agrees to maintain the confidentiality thereof using at least as great a degree of care that Subscriber uses to maintain the confidentiality of Subscriber's most sensitive information. Subscriber acknowledges that the disclosure of any such confidential information, or disclosure of any information which, at law, in good conscience or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to Provider and which would be inadequately compensated by damages alone. In the event of any such disclosure or threatened disclosure, Provider may immediately and without notice terminate this Agreement. Provider may obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing, in addition to any other legal remedies that may be available. Subscriber hereby consents to the obtaining of such injunctive relief in the name of Subscriber or Provider against any such unauthorized disclosure. The rights and remedies of Provider set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it at law or in equity.
22. Termination
17. Disclaimer as to “Statute of Limitations”, “Rules”, “Alerts”, “Forms”, “Picklists”, etc.
c. Each party agrees not to disclose to any third party the terms of this Agreement, including, without limitation, pricing, without the prior written consent of the other party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.
The Software may be made available to Subscriber with pre-installed “Statute of Limitations”, “Rules”, “Alerts” “Forms”, “Picklists”, etc. SUBSCRIBER IS PROVIDED WITH THESE ITEMS FOR ILLUSTRATIVE PURPOSES ONLY. SUBSCRIBER IS UNDER NO OBLIGATION TO USE THIS INFORMATION AND MAY, IN FACT, WISH TO DELETE THIS INFORMATION AND CREATE SUBSCRIBER’S OWN DATABASE OF INFORMATION. IF SUBSCRIBER CHOOSES TO USE THE PRE-INSTALLED STATUTES OF LIMITATIONS, RULES, ALERTS, FORMS, PICKLISTS, ETC., SUBSCRIBER DOES SO AT ITS OWN RISK. IT IS HIGHLY RECOMMENDED THAT SUBSCRIBER CHANGE, MODIFY, VERIFY THE ACCURACY OF AND/OR RECREATE ALL SUCH ITEMS IN THE SOFTWARE TO CONFORM TO THE LAWS, RULES, REGULATIONS AND/OR DIRECTIVES OF THE LOCAL, STATE AND FEDERAL COURTS, STATUTES (INCLUDING, BUT NOT LIMITED TO, STATUTES OF LIMITATIONS, MUNICIPAL PRE-SUIT NOTICE REQUIREMENTS, NOTICES OF CLAIMS REQUIREMENTS AND SIMILAR DATA, AND OTHER INFORMATION THERE EXISTING.
b. During this the term of this Agreement and for a period of two (2) years thereafter, each party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement; Each party agrees to only disclose the other party’s Confidential Information to its employees (i) who have a need to know such Confidential Information to further permitted uses of such information; and (ii) who are informed of the nondisclosure/ non-use obligations imposed by this Agreement. Both parties shall take steps each determines appropriate to implement and enforce such non-disclosure/non-use obligations.
18. Limitations on Liability
a. For purposes of this Agreement “Confidential Information” shall mean information, including, without limitation, the Licensed Material, all Subscriber data, technical data and information, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts and strategies. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to Subscriber under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party; (iii) is independently developed by the receiving party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; and (v) the receiving party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.
a. Provider is not responsible for maintaining and/or correcting and/or changing and/or updating any preinstalled “Statute of Limitations”, “Municipal Pre-Suit Notice Requirements”, “Notice of Claim Requirements”, “Rules”, “Alerts”, “Forms”, “Picklists” etc. Subscriber expressly acknowledges and agrees that Provider shall have no liability nor responsibility whatsoever for special, incidental, consequential, punitive, exemplary or any other damages under any theory or cause of action, including but not limited to, negligence, carelessness, gross negligence, errors, failures or omissions in regard thereto. Subscriber has an affirmative obligation to notify Provider, within ten (10) days of discovery, if or when any errors are discovered by Subscriber in the pre-loaded and/or updated Statutes of Limitations, Municipal Notices Requirements, Notice of Claim Requirements, Rules, Alerts, Forms, Picklists, etc. or if Subscriber learns of any updates to Statutes of Limitations, etc. for any jurisdiction(s). At some time in the future, Provider may develop technology to enable it to obtain changes made by Subscriber to the Statutes of Limitations, etc. which were pre-installed and/or previously updated by Subscriber. Subscriber acknowledges this and consents to Provider automatically and remotely receiving this data for the sole purpose of attempting to provide accurate data to its Subscribers. In that event, Subscriber will facilitate the automatic transfer of such data and Subscriber will not block or prohibit the transfer of that data. This concession is factored into the subscription price and the other terms of this Agreement and Subscriber shall not be entitled to any payment or credit therefor or in connection therewith.
21. Confidential Information
b. Subscriber expressly acknowledges and agrees that Provider and its officers, directors, members, employees and contractors shall have no liability or responsibility for special, incidental, consequential, punitive, exemplary or any other damages under any theory or cause of action, including, but not limited to, negligence, carelessness, gross negligence, errors, failures or omissions for any reason and upon any cause of action relating to Subscriber or any client of Subscriber or any third party, resulting from Subscriber’s use, misuse, non-use of, or inability to use, the Software, including, but not limited to, loss of revenue or lost profits, or damages that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, failure of performance, theft, destruction or unauthorized access to provider’s records, programs or services, even if such party has been advised of the possibility of such damages. In the event of any breach by Provider of this Agreement, Provider’s liability to subscriber will not exceed the amount of subscription fees paid to Provider by Subscriber during the previous three months.
Subscriber agrees to defend, indemnify and hold Provider harmless from and against all losses, claims, liabilities, judgments, awards and costs (including, but not limited to, actual attorneys’ fees and costs) arising out of or in connection with Subscriber’s use, misuse or non-use of the Software. Provider will be consulted as to the choice of counsel that will be retained to defend claims made against Provider in this regard. In the event that the interests of Provider and Subscriber may be in conflict, then Subscriber will pay for independent counsel for Provider. Wherever Provider is referred to in this Agreement, it means Provider, its officers, directors, shareholders, members employees, agents and/or contractors, as the context requires.
c. No third-party beneficiaries are created by virtue of the execution and performance of this Agreement or the use by Subscriber of the Software, and Subscriber acknowledges that no third party shall have any cause of action against Provider. Subscriber expressly represents that under no circumstance will Subscriber bring a law suit directly or indirectly against Provider or any third-party provider, nor will Subscriber implead Provider into any litigation regarding any claims arising out of the practice of law by Subscriber or its use of the Software.
20. Indemnification
19. SmartAdvocate Artificial Intelligence (AI) Tools
d) Any data, information, or other content (“Client Data”) input into or otherwise provided through the Software may be used in aggregated, anonymized, or de-identified form for the purposes of developing, training, and improving machine learning models, artificial intelligence systems, and other related technologies. SmartAdvocate will not use Client Data in a manner that identifies Client or its customers, or disclose Client Data to third parties, except as required to provide the Software or as otherwise permitted under this Agreement.
SmartAdvocate (hereafter referred to as "Provider") offers its customers (hereafter referred to as "Subscriber") access to a range of integrated tools powered by artificial intelligence (AI). These tools include, but are not limited to, content/data generated or created using OpenAI technology, proprietary technology developed by SmartAdvocate and other third-party AI technologies. Additionally, third-party vendors whose technologies integrate with or utilize data within the SmartAdvocate platform offer AI-powered tools available to SmartAdvocate customers.
c) AI-generated content and data are not intended to constitute legal advice and should not be construed or relied upon as such.
By utilizing these tools, the Subscriber acknowledges and agrees to the following terms:
b) The Subscriber is fully responsible for reviewing, verifying, and ensuring the accuracy, legality, and appropriateness of all AI-generated content and data before using or relying on such materials.
a) The Provider, including its affiliates, licensors, and vendors, assumes no liability for any content, data, recommendations or outputs generated by the AI tools integrated into or accessed through the SmartAdvocate platform, or offered by third-party vendors. The Subscriber solely is responsible for independently verifying the accuracy and reliability of any AI-generated information. Provider makes no warranties regarding the accuracy, currency, completeness or usefulness of such content. Any reliance on AI-generated information is solely at the Subscriber's own risk. The Subscriber expressly agrees that SmartAdvocate disclaims all liability and responsibility arising from any reliance on such materials and accordingly agrees that SmartAdvocate has no liability for the use of AI generated content or data.
f. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single instrument. Facsimile or electronic signatures shall be deemed original and shall have the same force and effect as if signed manually.
AGREEMENT BETWEEN USER AND SMARTADVOCATE®
The SmartAdvocate website ("Website") is owned and operated by SmartAdvocate, LLC ("SmartAdvocate"). By accessing and using this Website, you agree to comply with and be bound by the following terms and conditions ("Terms of Use"). If you do not agree with these Terms of Service, you should not use this Website.
MODIFICATION OF TERMS SmartAdvocate reserves the right to change, modify, or update these Terms of Service at any time. It is your responsibility to review these Terms regularly to stay informed of any changes. Continued use of the Website constitutes acceptance of the modified terms.
LINKS TO THIRD-PARTY SITES This Website may contain links to third-party websites ("Linked Sites"). SmartAdvocate is not responsible for the content, accuracy, or privacy practices of Linked Sites. The inclusion of any link does not imply endorsement by SmartAdvocate.
PROHIBITED USES By using this Website, you agree not to:
- Use the Website for any illegal or unauthorized purpose.
- Attempt to gain unauthorized access to any portion of the Website.
- Upload viruses or malicious code.
- Engage in spamming, phishing, or fraudulent activity.
- Violate any applicable local, state, national, or international law.
USE OF COMMUNICATION SERVICES The Website may contain forums, bulletin boards, and other communication tools ("Communication Services"). You agree to use Communication Services only for appropriate and lawful purposes. SmartAdvocate reserves the right to monitor and remove content that violates these Terms.
USER SUBMISSIONS By submitting content ("Submissions") to the Website, you grant SmartAdvocate a non-exclusive, worldwide, royalty-free license to use, reproduce, and distribute your Submissions. You warrant that you own or have rights to your Submissions.
DISCLAIMER OF WARRANTIES The Website and its content are provided "as is" without warranties of any kind. SmartAdvocate makes no representations regarding the accuracy or reliability of the Website.
LIMITATION OF LIABILITY To the fullest extent permitted by law, SmartAdvocate shall not be liable for any direct, indirect, incidental, or consequential damages arising from the use of this Website.
TERMINATION SmartAdvocate reserves the right to terminate or restrict access to the Website at any time without notice for violations of these Terms.
GOVERNING LAW These Terms shall be governed by and construed in accordance with the laws of the State of New York. Any disputes arising from these Terms shall be resolved in the courts of New York.
CONTACT INFORMATION For questions regarding these Terms, contact info@smartadvocate.com.
COPYRIGHT AND TRADEMARK NOTICE All content on this Website is the property of SmartAdvocate and is protected by copyright laws. Unauthorized use of any content is prohibited.
DMCA NOTICE If you believe any content on the Website infringes upon your copyright, please submit a claim in accordance with the Digital Millennium Copyright Act (DMCA).
EFFECTIVE DATE These Terms of Use are effective as of January 1, 2025.
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