Adams Contracts Software Terms of Service 

Last updated on May 27, 2024. Replaces all prior versions. You must be thirteen years or older to register for a LegalSifter Review account.

This Adams Contracts Software Terms of Service (the "Agreement") between You and Legal Sifter, Inc. dba LegalSifter, Inc. (“LegalSifter”), a Delaware corporation with offices located at 8878 Covenant Ave #304, Pittsburgh, PA 15237, began on the day you signed up for an Adams Contracts account (“Effective Date”). You and LegalSifter may each be referred to as a “party” and together as the “parties.”

LegalSifter offers a software-as-a-service technology platform (the “Adams Contracts Software”) and offers related support services (“LegalSifter Services”).

You must use Adams Contracts Software and LegalSifter Services on the terms and conditions outlined in this Agreement. The following Exhibits form part of the Agreement:

The Agreement includes the entire understanding between the parties.

Exhibit A - LegalSifter Term and Fees

Exhibit B - Adams Contracts Software and LegalSifter Services Description

1.  Adams Contracts Software. Depending on the option You’ve selected on Your subscription form, Adams Contracts Software allows You to create confidentiality agreements or boilerplate terms for different contexts by completing an interview.

2.  LegalSifter Services. You may elect to use the following LegalSifter Services:

   - Technical Support Services. LegalSifter will respond to technical questions from Registered Users five (5) days a week from 8 a.m. to 8 p.m., Monday through Friday, Eastern Standard Time (EST), not including USA Federal holidays. LegalSifter will respond within a reasonable period during normal business hours to Your technical questions sent via chat, email to help@legalsifter.com, or calls made to +1-724-221-7438. LegalSifter offers emergency support on weekends and during off hours.

   - Hosting Services. LegalSifter will use reasonable efforts to maintain the LegalSifter Products and their components in a secure environment on the Internet twenty-four (24) hours a day, seven (7) days a week. LegalSifter will secure its software consistent with the LegalSifter Cloud Security Overview set forth at https://www.legalsifter.com/cloud-security. LegalSifter is not responsible for Registered User’s Internet connections or any interruptions in the use of the LegalSifter Product components inherent in the use of the Internet either by LegalSifter or Client. The parties agree that the LegalSifter Products may be inaccessible or inoperable from time to time. LegalSifter will use reasonable efforts to minimize the time the software is unavailable.

   - Training Services. LegalSifter will provide unlimited instructional sessions designed to educate Registered Users on the operation of the Adams Contracts Software. These sessions are available remotely through the Internet or at Client’s or LegalSifter’s locations on mutually agreed dates. LegalSifter will invoice You for reasonable pre-approved-by-You travel expenses incurred in support of on-location training. You may invite an unlimited number of Registered Users to attend these sessions.

Exhibit C - Standard Terms and Conditions 

Your use of the LegalSifter Products is subject to the following standard terms and conditions:

Definitions

-Your Data: Your Documents, images, emails, data, files, audio, video, notes, personal data, client and/or matter names, and other content stored or uploaded into the LegalSifter Products;

-Confidential Information: (1) Information (other than Excluded Information) relating to the parties disclosed during the Term and (2) Derived Information;

-Credentials: URL(s), usernames, and passwords provided by LegalSifter to You to facilitate access to the LegalSifter Products;

-Competitor: means any third party that makes commercially available software like the LegalSifter Products’ software components;

-Derived Information: Information (including notes, compilations, analyses, and summaries) that is in writing or embodied in an electronic medium that the parties derive from any information disclosed by the parties during the Term;

-Excluded Information: Information that (a) is or becomes public other than because of a breach of an obligation under this Agreement; (b) is already in the possession of, or is subsequently in the possession of, the recipient as the result of having been disclosed by someone not then under an obligation to the discloser to keep that information confidential; and (c) the recipient has already developed independently or subsequently develops independently;

-Feedback: Your suggestions or ideas for modifying the LegalSifter Products;

-LegalSifter Products: the Adams Contracts Software, LegalSifter Services and any other products developed and offered to You by LegalSifter;

-Registered Users: means Your owners or employees identified by You to use the LegalSifter Products;

-Trade Secrets: as established by the Uniform Trade Secrets Act, Trade Secrets are any formula, pattern, process, or other information that meet the following criteria: (a) Provides a competitive advantage: the information must give its owner a significant economic benefit because it's not generally known outside the company and cannot be easily discovered by others; and (b) Actively protected: the owner must take reasonable steps to keep the information confidential.

1.  License. LegalSifter grants You a worldwide, non-exclusive, non-transferable, limited, revocable license to use the LegalSifter Products and deliverables from LegalSifter Services for Your internal business use by Registered Users.

2.  Registered Users. You may use LegalSifter Products by issuing one Credential per Registered User. Credentials may not be shared with other Registered Users. You will not permit access to LegalSifter Products to a Competitor.

3.  Restricted Use. Any of the following acts by a Registered User will constitute a breach of this Agreement and give LegalSifter the right to terminate the Agreement:

   - copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the LegalSifter Products;

   - rent, lease, or sell rights to the LegalSifter Products;

   - remove any proprietary or copyright notices on the LegalSifter Products or their components;

   - use any device, software, or routine intended to damage or interfere with the Intellectual Property rights or the proper operation of any aspect of the LegalSifter Products;

   - send spam, duplicative or unsolicited messages in violation of applicable laws;

   - send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy rights;

   - upload, send, or store viruses, worms, time bombs, Trojan horses, and malicious or harmful code, files, scripts, or programs;

   - attempt to gain unauthorized access to LegalSifter Products; and/or

   - access or use the LegalSifter Products for purposes of competitive analysis or the development of a competing product.

4.  Your Responsibilities. You will do the following:

   - monitor and be solely liable for Your Registered Users’ compliance with this Agreement;

   - be responsible for the accuracy, quality, legality, and means of acquiring Your Data;

   - use reasonable efforts to safeguard Credentials to prevent both unauthorized access to LegalSifter Products and direct or indirect access in a way that circumvents contractual usage limits; You will notify LegalSifter promptly of any such unauthorized access or use of the Credentials; and

   - use LegalSifter Products only per this Agreement and applicable law.

5.  License to Use Feedback. You grant LegalSifter a perpetual, irrevocable, worldwide license to use any Feedback. LegalSifter may use Feedback in any and every way, including granting sublicenses.

6.  Ownership and Consent to Use of Your Data. You grant LegalSifter a non-exclusive, limited, revocable license: during the Term to upload, use, copy, store, transmit and display Your Data to the extent necessary to provide the LegalSifter Products (“Your Personalized Data”); during the Term and indefinitely thereafter on an anonymized basis, to conduct research and development.

7.  Fees. In consideration of LegalSifter’s obligations, You agree to pay LegalSifter the fees outlined in Exhibit A. You agree that these fees are neither contingent upon the delivery of any future functionality or features Payment obligations are non-cancelable, fees paid are non-refundable, and the number of licenses purchased cannot be decreased during the Term.

8.  Confidential Information.

   (i)  Use of Confidential Information. Each party shall not disclose Confidential Information, or the existence of this Agreement, except as contemplated in this Agreement. Each party will:

      - give access to Confidential Information only to those employees that need to have access; and

      - take precautions to prevent disclosure or use of Confidential Information other than as authorized in this Agreement. The precautions must be as effective as the greater of those taken by either party to protect its Confidential Information or those taken by a reasonable person in the same position.

   (ii)  Equitable Remedies. The parties acknowledge that monetary damages may not be an adequate remedy for a breach of any Confidential Information obligation under this Agreement, and equitable remedies may be appropriate. A party would not need to post a bond or other security or provide proof of actual damages.

   (iii)  Requests to Delete Your Personalized Data. From time to time, You may, by written or electronic mail request, require LegalSifter to delete and destroy Your Personalized Data stored in the LegalSifter Products. LegalSifter will not delete and destroy Your Personalized Data if legally prohibited, such as under a litigation hold. If legally prohibited, LegalSifter will provide prompt written notice of such prohibition to You. LegalSifter will delete and destroy Your Personalized Data promptly once the legal prohibition no longer applies. LegalSifter may overwrite or destroy per its regular business processes any Your Personalized Data stored in system backup media if (1) overwriting or destruction occurs no later than six months after the request from You to delete Your Personalized Data and (2) no one other than LegalSifter’s information technology personnel has access to that Your Personalized Data and only for purposes of performing their regular responsibilities. LegalSifter’s general counsel and its outside legal counsel may each retain a file copy of all Confidential Information perpetually, which may include Your Personalized Data, but only for purposes of verifying LegalSifter’s compliance with its obligations under this Agreement.

   (iv)  Privileges. The parties intend that disclosure of any Confidential Information will not constitute a waiver of the attorney-client privilege, work product doctrine, and/or any other applicable privilege.

9.  Intellectual Property Rights. Except for rights expressly granted under this Agreement, nothing in this Agreement will transfer any of either party’s Intellectual Property rights to the other party. All title, ownership rights, and intellectual property rights in and to LegalSifter Products, their components, and all other solutions created by LegalSifter together with its research and development shall remain with LegalSifter and its vendors, as appropriate.

10. Disclaimer of Warranties. EXCEPT AS EXPRESSLY OUTLINED IN THIS AGREEMENT, LEGALSIFTER PRODUCTS ARE FURNISHED AS IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT LEGALSIFTER DOES NOT WARRANT THAT THE LEGALSIFTER PRODUCTS ARE ERROR-FREE.

11.  Limitation of Liability. Neither party’s liability for any claims, losses, or damages from this Agreement will exceed the amounts paid by You to LegalSifter under this Agreement in the twelve (12) months before the date the claim arises.

12.  Disclaimer of Consequential Damages. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen at the time of the breach, including any consequential, special, indirect, incidental, punitive, or exemplary damages, or loss of profits.

13.  Amendments and Waiver. No amendment, waiver, or modification to this Agreement will be effective unless it is in writing and signed by both parties. If there is a conflict between this Agreement and any other agreement, this Agreement will control and govern the rights and obligations of the parties. No failure or delay in exercising any discretion or remedy under this Agreement operates as a waiver of that discretion or remedy. A waiver granted on one occasion will not operate as a waiver on future occasions.

14.  Assignment. Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. By exception, either party may assign this Agreement in connection with a merger or the sale of substantially all its assets, and such assigning party will provide notice to the other party within sixty (60) days of the assignment.

15.  Subcontracting. LegalSifter will have the right to subcontract a portion of the LegalSifter Hosting Services to Amazon Web Services, Google Cloud Platform and XpressDox. Your use of Adams Contracts Software is additionally subject to the XpressDox terms found at https://xpressdox.com/policies/eula/, if this Agreement is inconsistent with the XpressDox terms, the terms of this Agreement will govern. If LegalSifter uses any other subcontractors to perform any part of the LegalSifter Product components, it will (a) obtain written confidentiality and use restrictions at least as protective as those outlined in this Agreement and (b) cause the implementation of administrative, physical, and technical safeguards that meet or exceed the requirements outlined in the LegalSifter Policy.

16.  Independent Contractors. The parties intend to be independent contractors. Nothing in this Agreement is intended to create either a partnership or joint venture between the parties, nor will it designate any party to be the agent, employee, or representative of the other.

17.  Governing Law. The laws of the Commonwealth of Pennsylvania govern all adversarial proceedings arising out of this Agreement.

18.  Mediation. If a dispute arises out of this Agreement and cannot be resolved through negotiation, the parties will try in good faith to settle that claim through mediation. The mediation will use the rules of the CPR Institute for Dispute Resolution to choose the mediator and set the mediation rules.

19.  Severability. The parties acknowledge that if a dispute arises out of this Agreement, they want a mediator or a court to interpret it as follows:

   - for any provision that it holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable, or, if that modification is not permitted by law, by disregarding it;

   - if an unenforceable provision is modified or disregarded, by holding that the rest of the Agreement will remain in effect as written;

   - if modifying or disregarding the unenforceable provision would fail an essential purpose of this Agreement, by holding the entire Agreement unenforceable.

20.  Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay:

   - is beyond the reasonable control of a party,

   - materially affects the performance of any of its obligations under this Agreement,

   - or could not reasonably have been foreseen or provided against.

The party shall use reasonable efforts to limit damages to the other party and to resume its performance. The party will not be excused for failure or delay resulting from only general economic conditions or market effects. 

21. Termination for Cause. For any material breach of this Agreement, including Client’s failure to pay LegalSifter, the non-breaching party may terminate it before the end of the Term by giving thirty (30) business days prior written notice to the breaching party (“Cure Period”). The Agreement will not terminate if the breaching party cures the breach before the expiration of the Cure Period. It is expressly provided that any use of any of the LegalSifter Products that in LegalSifter’s judgment threatens the security, integrity, or availability of the LegalSifter Products, or any component thereof, may result in LegalSifter’s immediate termination or temporary suspension of this Agreement.

22.  Effect of Termination. Upon termination of this Agreement for any reason:

   - You shall pay to LegalSifter all amounts outstanding as of the date of termination.

   - LegalSifter will continue to store all Your Personalized Data for thirty (30) days after such termination. Upon request by You, LegalSifter will make will make Client’s Personalized Data available to You for export, then LegalSifter will delete and destroy all Your Personalized Data, except to the extent such deletion or destruction is legally prohibited (such as in a litigation hold).

23.  Notices. A valid notice will be effective if it is in writing and received by the addressee. Notices are deemed received:

   - as per the receipt date on any delivery organization’s tracking system;

   - when signed for by or on behalf of the intended recipient as the recipient’s notices address below;

   - if sent by email, when the intended recipient acknowledges by notice per this section 23 having received the notice, not based on the read receipt or automatic reply; or

   - at the time of rejection, refusal, or inability to deliver because of a changed address for which no notice was given.

To You: The address and/or email on your subscription form.

To LegalSifter: generalcounsel@legalsifter.com, General Counsel, LegalSifter, Inc., 8878 Covenant Ave #304, PA 15237.

24.  Bribery and Anticorruption. Neither party shall violate any anti-corruption laws, including the Foreign Corrupt Practices Act, the United Kingdom Bribery Act of 2010, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, or gift from LegalSifter in connection with Your execution of this Agreement. Reasonable meals and entertainment provided in the ordinary course of business do not violate the above restriction.

25.  No Attorney-You Privilege. You will not form an attorney-client relationship with LegalSifter based on the use of the LegalSifter Products.

26.  Survival of Provisions. The payment, limitation of liability, effects of termination, and confidentiality provisions specifically survive termination of this Agreement, together with any other provision reasonably required for interpretation of the Agreement. The parties shall maintain the confidentiality of Trade Secrets indefinitely beyond the Term.