Effective Date: January 5, 2026
Last Updated: January 5, 2026
1. INTRODUCTION, SCOPE, AND ACCEPTANCE
These Terms of Use and End User License Agreement (“Agreement”) constitute a legally binding contract between you (“User”, “Client”, or “you”) and LexCounsel, Inc., a Delaware corporation (“LexCounsel”, “Company”, “we”, “us”, or “our”), governing your access to and use of the LexCounsel platform, software, website, application programming interfaces (APIs), artificial intelligence systems, and all related tools, features, and services (collectively, the “Services”).
LexCounsel provides an AI-powered contract analysis and negotiation strategy platform designed to assist founders and business owners by analyzing contracts from the User’s stated position and objectives and generating strategic, negotiation-oriented insights. The Services are intended solely to support business decision-making and negotiation preparation and are not intended to replace licensed legal counsel.
By clicking “I Agree,” creating an account, accessing, or using the Services in any manner, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement and all documents incorporated by reference, including the Privacy Policy, Acceptable Use Policy, AI Use & Negotiation Disclaimer, and any applicable order forms or subscription terms.
If you do not agree to this Agreement, you must not access or use the Services.
2. CRITICAL LEGAL NOTICE – NO LEGAL ADVICE; NO LAW FIRM; NO ATTORNEY-CLIENT RELATIONSHIP
LexCounsel is not a law firm, does not practice law, and does not provide legal advice, legal opinions, legal representation, or legal services of any kind.
No attorney-client relationship is created between you and LexCounsel or any of its founders, officers, directors, employees, contractors, advisors, or affiliates.
All outputs generated through the Services—including, without limitation, contract analyses, risk flags, clause critiques, suggested counter-language, negotiation scripts, leverage assessments, benchmarks, summaries, and recommendations (collectively, “AI Outputs”)—are provided solely for informational, strategic, and negotiation-support purposes and do not constitute legal advice or a substitute for advice from a licensed attorney.
You acknowledge that:
Laws, regulations, and enforceability vary by jurisdiction and governing law
Contract interpretation depends on specific facts and professional legal judgment
LexCounsel does not determine legal rights, obligations, or compliance
You are solely responsible for deciding whether to consult licensed legal counsel
3. DEFINITIONS
For purposes of this Agreement:
“Agreement” means this Terms of Use & End User License Agreement, including all appendices, policies, and amendments.
“Software” means the LexCounsel platform, including AI models, interfaces, workflows, algorithms, and updates.
“User” / “Client” means the individual or legal entity using the Services.
“Authorized Users” means individuals authorized by Client to access the Services under Client’s account.
“Client Data” means all data, documents, contracts, text, metadata, and content uploaded to or generated through the Services.
“AI Outputs” means any content generated by LexCounsel’s AI systems.
“Order Form” means any subscription, pricing, or commercial agreement governing use of the Services.
“Third-Party Services” means integrations or services not owned or controlled by LexCounsel.
4. ELIGIBILITY, REPRESENTATIONS, AND USER RESPONSIBILITIES
You represent and warrant that:
You are at least eighteen (18) years old
You have authority to bind any entity you represent
your use of the Services complies with all applicable laws
You are solely responsible for:
All decisions, negotiations, agreements, and outcomes
Verifying the accuracy, applicability, and suitability of AI Outputs
Compliance with laws, regulations, and contractual obligations
You assume all risk associated with your use of the Services.
5. LICENSE GRANT AND RESTRICTIONS
5.1 License Grant
Subject to payment and compliance with this Agreement, LexCounsel grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for internal business purposes during the subscription term.
5.2 Restrictions
You shall not:
Use the Services to provide legal services to third parties
Represent AI Outputs as legal advice
Reverse engineer or copy the Software
Train or develop competing AI systems
Circumvent usage limits or security controls
Any violation constitutes a material breach.
6. PLATFORM FUNCTIONALITY AND INTENTIONAL STRATEGIC BIAS
LexCounsel’s AI systems are intentionally designed to analyze contracts from the User’s stated position and to generate user-aligned strategic insights. This strategic bias reflects a negotiation perspective only and does not constitute legal advocacy, legal opinion, or legal representation.
LexCounsel does not assess legal validity, statutory compliance, or jurisdiction-specific enforceability unless expressly stated in writing.
7. AI-SPECIFIC RISK DISCLOSURES
You acknowledge that AI systems:
May generate incomplete, inaccurate, or outdated outputs
Rely on generalized patterns and user inputs
Cannot account for all factual or legal nuances
LexCounsel does not warrant that AI Outputs are accurate, complete, enforceable, or suitable for any particular transaction.
8. CLIENT DATA, PRIVACY, AND SECURITY
You retain ownership of all Client Data. LexCounsel processes Client Data solely to provide and support the Services and does not use Client Data to train its AI models.
LexCounsel implements commercially reasonable administrative, technical, and physical safeguards but does not guarantee absolute security.
9. INTELLECTUAL PROPERTY AND FEEDBACK
All intellectual property rights in the Services remain the exclusive property of LexCounsel.
Any feedback you provide may be used by LexCounsel without restriction or compensation.
10. THIRD-PARTY SERVICES
LexCounsel is not responsible for Third-Party Services, including their availability, security, or data handling. Your use of Third-Party Services is at your sole risk.
11. WARRANTIES AND DISCLAIMERS
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
LEXCOUNSEL DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LEGAL ACCURACY, AND NEGOTIATION SUCCESS.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
LEXCOUNSEL’S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID IN THE PRECEDING TWELVE (12) MONTHS
LEXCOUNSEL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
13. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless LexCounsel from claims arising from:
Your use or misuse of the Services
Reliance on AI Outputs
Contracts you negotiate or execute
Allegations of unauthorized practice of law
Regulatory or enforcement actions triggered by your use
14. TERMINATION AND SUSPENSION
LexCounsel may suspend or terminate access immediately for breach, non-payment, legal risk, or system integrity concerns. Termination does not relieve payment obligations.
15. GOVERNING LAW AND DISPUTE RESOLUTION (US)
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles.
All disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA).
Class Action Waiver:
All claims must be brought individually.
16. CALIFORNIA CONSUMER ARBITRATION ADDENDUM
California consumers may opt out of arbitration within thirty (30) days by emailing legal@lexcounsel.com.
Nothing herein waives non-waivable California statutory rights or the right to seek public injunctive relief.
17. AI TRANSPARENCY AND REGULATORY ADAPTATION
LexCounsel uses AI systems based on large language models and rule-based logic. LexCounsel does not perform autonomous decision-making and does not execute contracts on your behalf.
LexCounsel may modify AI functionality and disclosures to comply with evolving AI laws, regulations, and guidance. Continued use constitutes acceptance.
18. ONBOARDING CLICK-WRAP ACKNOWLEDGMENT
Before accessing the Services, Users must affirmatively acknowledge that:
LexCounsel is not a law firm
Outputs are AI-generated and not legal advice
No attorney-client relationship exists
The User assumes full responsibility for use
19. MISCELLANEOUS
Independent Contractors: No partnership or agency
Assignment: Permitted in M&A
Severability: Unenforceable provisions do not affect remainder
Survival: Key clauses survive termination
20. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.
FINAL ACKNOWLEDGMENT
By using LexCounsel, you acknowledge that:
You understand this Agreement
You accept all risks associated with use
LexCounsel provides strategy, not legal advice
The AI That Takes Your Side.
Built for founders and business owners who negotiate without legal teams.
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