Terms of Service

1. Definitions

“Agreement” means these Terms of Service together with any Order Form, Statement of Work, or Data Processing Agreement executed between Customer and Causel. “Causel,” “we,” “us,” or “our” refers to Causel Inc., a Delaware corporation with its principal office in San Francisco, California. “Customer,” “you,” or “your” refers to the legal entity executing an Order Form for access to the Platform. “Platform” means the Causel Agentic Operating System, including all software, APIs, user interfaces, documentation, and infrastructure provided by Causel under this Agreement. “Matter” means a discrete litigation engagement identified by a unique Matter ID within the Platform. “Customer Data” means all documents, communications, transcripts, work product, and other data uploaded to or generated within the Platform by or on behalf of Customer. “Authorized Users” means individuals authorized by Customer to access the Platform, including attorneys, paralegals, litigation support staff, and other personnel designated by Customer.

2. Not Legal Advice

Causel is a technology infrastructure provider, not a law firm. The Platform provides computational analysis of data and text using artificial intelligence, natural language processing, and statistical methods. Output generated by the Platform does not constitute legal advice, legal opinion, or counsel. No attorney-client relationship is formed between Causel and Customer or between Causel and any Authorized User.

Customer is exclusively responsible for the final review, verification, and submission of any legal documents, motions, briefs, or strategies derived from the use of the Platform. Causel expressly disclaims any liability for sanctions under Federal Rule of Civil Procedure 11, state equivalents thereof, or any judicial reprimands or adverse consequences resulting from the unverified use of Platform output. Customer acknowledges that all Platform output must be independently verified by a licensed attorney before reliance in any legal proceeding.

3. License & Access

Subject to the terms of this Agreement and payment of all applicable fees, Causel grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Platform during the Term solely for Customer’s internal business purposes in connection with the Matters identified in the applicable Order Form. This license does not include the right to (a) reverse engineer, decompile, or disassemble any component of the Platform; (b) use the Platform to develop a competing product or service; (c) sublicense, resell, or make the Platform available to any third party other than Authorized Users; or (d) use the Platform in violation of any applicable law, regulation, or professional responsibility rule.

4. Fees & Payment

Customer shall pay the fees set forth in the applicable Order Form. Fees are billed per Matter per month as specified in the Order Form and are due within thirty (30) days of invoice date. All fees are stated in United States Dollars and are non-refundable except as expressly provided in Section 12. Causel reserves the right to suspend access to the Platform for any Matter for which fees are more than thirty (30) days past due, provided that Causel has given Customer at least ten (10) business days’ prior written notice of the delinquency.

Customer acknowledges that per-Matter fees are structured as case expenses passable to the end client pursuant to the applicable engagement letter between Customer and its client. Causel makes no representation regarding the passability of fees under any specific engagement letter or applicable professional responsibility rules, and Customer is solely responsible for compliance with fee-related professional obligations.

5. Customer Data

Customer retains all right, title, and interest in and to Customer Data. Causel acquires no ownership interest in Customer Data by virtue of this Agreement. Customer grants Causel a limited, non-exclusive license to access, process, store, and transmit Customer Data solely as necessary to provide the Platform and to perform its obligations under this Agreement.

Causel will not (a) use Customer Data for any purpose other than providing the Platform to Customer; (b) disclose Customer Data to any third party except as required by law or as authorized by Customer; (c) use Customer Data to train, fine-tune, improve, or develop any machine learning model, foundation model, or artificial intelligence system, whether owned by Causel or any third party; or (d) aggregate, de-identify, or derive any data product from Customer Data. This Section survives termination of this Agreement.

6. Data Retention & Deletion

Customer Data is retained within the Customer’s dedicated Single-Tenant Cell for the duration of the applicable Matter or Enterprise Contract term. Upon termination of a Matter ID or the Agreement, Causel will initiate a cryptographically verified deletion protocol within five (5) business days of the termination effective date. All associated vector databases, relational databases, object storage buckets, inference model caches, and any other persistent storage containing Customer Data will be permanently destroyed within seventy-two (72) hours of initiation. Causel will issue a certificate of destruction to Customer upon completion.

Customer may request an export of Customer Data in a standard machine-readable format (JSON, CSV, or PDF) at any time during the Term. Causel will fulfill data export requests within ten (10) business days.

7. Security

Causel implements and maintains administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, disclosure, alteration, or destruction. These safeguards include, without limitation: AES-256 encryption at rest; TLS 1.2+ encryption in transit; single-tenant VPC isolation per Customer; role-based access control with ethical wall enforcement; immutable audit logging via AWS CloudTrail; quarterly access reviews; annual third-party penetration testing; and continuous vulnerability scanning. Causel maintains SOC 2 Type II compliance. A copy of the current SOC 2 Type II report is available upon request under a nondisclosure agreement.

8. Confidentiality

Each party agrees to hold in confidence all Confidential Information of the other party and not to disclose such information to any third party except (a) to employees, contractors, and agents who have a need to know and are bound by obligations of confidentiality no less protective than those set forth herein; (b) as required by applicable law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice (to the extent legally permitted) and cooperates with any effort to obtain protective treatment; or (c) as authorized in writing by the disclosing party. For purposes of this Agreement, Customer Data is deemed Confidential Information of Customer.

9. Intellectual Property

Causel retains all right, title, and interest in and to the Platform, including all software, algorithms, models, interfaces, documentation, and intellectual property embodied therein. Nothing in this Agreement transfers any intellectual property rights in the Platform to Customer. Customer retains all right, title, and interest in and to Customer Data and any work product created by Authorized Users using the Platform, including but not limited to legal briefs, motions, memoranda, and other litigation documents.

To the extent the Platform generates output (including contradiction analyses, spoliation reports, judicial profile summaries, and draft revisions) based on Customer Data, such output is deemed work product of Customer. Causel claims no intellectual property interest in Platform output generated from Customer Data.

10. Warranties & Disclaimers

Causel warrants that the Platform will perform materially in accordance with the applicable documentation during the Term. Causel further warrants that it will provide the Platform in compliance with all applicable laws and regulations and will maintain the security safeguards described in Section 7.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” CAUSEL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CAUSEL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. CAUSEL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR LEGAL SUFFICIENCY OF ANY PLATFORM OUTPUT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAUSEL’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CAUSEL DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL CAUSEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF BUSINESS OPPORTUNITY, OR PROFESSIONAL MALPRACTICE LIABILITY, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF CAUSEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM CAUSEL’S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 5, 6, OR 8 (CUSTOMER DATA, DATA DELETION, AND CONFIDENTIALITY).

12. Term & Termination

This Agreement commences on the date of the first Order Form and continues for the term specified therein (the “Initial Term”). Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the Agreement will automatically renew for successive periods of equal length (each a “Renewal Term”). Either party may terminate this Agreement (a) for cause upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period; or (b) immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or ceases operations. Upon termination, Causel will perform the data deletion procedures set forth in Section 6. Customer shall pay all fees accrued through the termination effective date.

13. Indemnification

Causel will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Platform as provided by Causel infringes any United States patent, copyright, or trade secret of such third party, provided that Customer gives Causel prompt written notice of the claim, sole control of the defense and settlement, and reasonable cooperation. Causel’s obligations under this Section do not apply to claims arising from (a) Customer’s modification of the Platform; (b) Customer’s combination of the Platform with products or services not provided by Causel; or (c) Customer Data.

Customer will defend, indemnify, and hold harmless Causel from and against any third-party claim arising from (a) Customer Data; (b) Customer’s use of the Platform in violation of this Agreement or applicable law; or (c) any representation made by Customer to its clients regarding the capabilities, accuracy, or legal sufficiency of Platform output.

14. Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in San Francisco County, California, and each party irrevocably consents to the personal jurisdiction of such courts. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

15. California Consumer Provisions

To the extent Customer or any Authorized User is a “consumer” as defined under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA/CPRA”), Causel acts as a “service provider” with respect to Customer Data and processes such data solely for the business purposes described in this Agreement. Causel does not “sell” or “share” Customer Data as those terms are defined under CCPA/CPRA. For further detail on our data practices, see our Privacy Policy.

Pursuant to California Civil Code Section 1789.3, California users may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

16. General Provisions

This Agreement, together with all Order Forms and any Data Processing Agreement, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Customer may not assign this Agreement without Causel’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets. Causel may assign this Agreement without restriction. Notices under this Agreement shall be in writing and delivered to the addresses specified in the applicable Order Form.