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TERMS OF SERVICE

First Drafts™

 

These Terms of Service (the “Terms”) govern your (“you” or “User”) use of services, generative artificial intelligence technologies, websites, applications, add-ons, plug-ins, components, functionality, and programs, and any other services (collectively, the “Online Services”) provided by First Drafts, LLC (the “Service Provider” or “First Drafts”). 

PLEASE READ THE TERMS CAREFULLY. THESE TERMS OF SERVICE CONTAINS AN EXCLUSIVE VENUE PROVISION UNDER SECTION 18(g) AND A CLASS ACTION WAIVER PROVISION UNDER SECTION 18(h). BY CLICKING THE “I AGREE” BUTTON BELOW, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS. A COPY OF THESE TERMS CAN BE REVIEWED BY GOING TO www.firstdrafts.ai/terms. FIRST DRAFTS RESERVES THE RIGHT TO CHANGE THE TERMS AT ANY TIME. 

  1. Subscription Agreement. First Drafts hereby grants to User a nonexclusive, nontransferable, nonsublicensable, limited and revocable right to access and use the Online Services made available to you on the condition that you comply with these Terms. User acknowledges that Online Services may be enhanced, added to, withdrawn, reorganized, combined or otherwise changed by First Drafts without notice to you. 
  2. Term and Subscription Fee. First Drafts shall provide Online Services to User on a 30-day basis (each 30-day period a “Term”). User shall pay to First Drafts for access to the Online Services equal to $500 per Term (the “Subscription Fee”). The Subscription Fee is subject to change by First Drafts with three (3) calendar days written notice prior to the start of a new Term with the changed fee amount. The Subscription Fee is immediately due and payable in advance at the beginning of each Term. 
  3. Payment Processing. User acknowledges and agrees that First Drafts and/or its third-party payment processors are authorized to charge the User for: (i) the Subscription Fees; (ii) sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of First Drafts; and (iii) any other charges you may incur in connection with your purchase and use of the Online Services. User acknowledges and agrees that the Subscription Fee herein may vary with other users due to promotional offers, changes in the Subscription Fees in accordance with their agreement or the Terms, and/or changes in applicable taxes, and User authorizes First Drafts to charge User’s payment method for the changed amounts. When User initiates a payment transaction, User also authorizes First Drafts to provide User’s payment information to third parties for the purposes of completing the transaction and charge the User’s payment method in United States dollars.
  4. Provide Valid Payment Method. User agrees to pay all Subscription Fees with their credit card, debit card, or other accepted payment method. User must provide First Drafts with a current, valid, accepted payment method. First Drafts currently uses Stripe as its third-party service payment processor, and by using the Online Services User agrees to be bound by Stripe’s Services Agreement, available at https://stripe.com/us/legal.
  5. Late Payment Fee and Costs of Collection. Any payments made more than five (5) calendar days after the date such payment is due shall be subject to a service charge equal to ten percent (10%) of the amount due or the maximum amount allowed by law, whichever is less. If User’s payment is not successfully settled for any reason within fourteen (14) calendar days after payment has been initiated for the transaction, or if User has not initiated a payment within ten (10) calendar days, User’s access to the Online Services may be canceled or suspended in First Drafts’ sole discretion. User shall also be liable for all reasonable costs of collection incurred by First Drafts in connection with the Online Services, including but not limited to collection agency fees, reasonable attorney fees, court costs, and the same costs for any subsequent legal action for collection. 
  6. No Refunds for Non-Use or User’s Breach of Terms. SUBSCRIPTION FEES ARE NON-REFUNDABLE EXCEPT AS OTHERWISE EXPRESSLY AGREED IN WRITING. USER ACKNOWLEDGES AND AGREES THAT USER WILL NOT BE REFUNDED FOR ANY UNUSED SERVICES OR TIME IN THEIR TERM OR ANY PRE-PAYMENTS MADE FOR SERVICES IN THE EVENT THAT: (I) USER CANCELS OR TERMINATES THEIR SUBSCRIPTION TO THE ONLINE SERVICES PRIOR TO THE END OF THE TERM OR (II) FIRST DRAFTS SUSPENDS OR TERMINATES USER’S SUBSCRIPTION FOR YOUR BREACH OF THE TERMS.
  7. Artificial Intelligence Service. Part or all of the Online Services includes the use of artificial intelligence based on the generative pre-trained transformer architecture (a/k/a “generative artificial intelligence”). Generative artificial intelligence uses machine learning models that generate probabilistic predictions based on patterns in data and should be evaluated as appropriate for your use case, including by employing human review of such output. THE CONTENT GENERATED BY AND PROVIDED THROUGH THE ONLINE SERVICE IS NOT PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF YOUR USE OF THE ONLINE SERVICES WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL. USER ACKNOWLEDGES AND AGREES THAT THE CONTENT GENERATED BY OR PROVIDED THROUGH THE ONLINE SERVICES DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE LEGAL ADVICE AND DO NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP. You are responsible for all decisions made, advice given, actions taken, and failures to take actions based on your use of the Online Services, and First Drafts shall have no liability for such decisions, advice, actions, or failures to act. 

You are also responsible for providing legally adequate privacy notices to User’s clients regarding your use of the Online Services, including providing any required notices under any applicable rules of professional conduct governing the User’s conduct. The Online Services are not intended for use in, or in association with, the operation in or of any hazardous environments or critical systems that misuse or failure of such system or in such environment may lead to serious bodily injury or death or cause environmental or property damage. User is solely responsible for liability that may arise in connection with any such use.

  1. Account Registration. To access and use the Online Services, you must a licensed attorney in your practicing jurisdiction and register an account with First Drafts by completing a registration form and creating the appropriate security credentials. When registering an account with First Drafts, you agree to: (a) provide true, accurate, current and complete information about yourself (such information the “Registration Data”); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (c) maintain your attorney licensure in good standing in the jurisdiction which you are practicing law. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, First Drafts may suspend or terminate your account and refuse any and all current or future use of the Online Services (or any portion thereof). You are responsible for all use of the Online Services accessed with your security credentials, including any associated charges, whether by you or others. You will use reasonable commercial efforts to prevent unauthorized use of the Online Services using your security credentials and will promptly notify First Drafts, in writing at support@firstdrafts.ai, if you suspect that your security credentials have been lost, stolen, compromised, or misused. First Drafts will not be liable for any loss or damage arising from any unauthorized use of your account. 
  2. Trial Period. If you are using the Online Services during a trial period or other product trial (a “Trial”), your use of the Online Services during a Trial is governed by these Terms. Notwithstanding any other provisions in these Terms, access to the Online Services during a Trial is on an “as-is” basis without any representations, warranties and/or conditions of any kind. If you continue to use the Online Services after the conclusion of any Trial, you understand that these Terms will also govern your ongoing use of those Online Services.
  3. Restriction on Use. You may not access the Online Services if you offer or intend to offer a legal artificial intelligence service, or monitor the functionality, performance, or availability of the Services, or any other competitive purposes. Further, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:

(a) disassemble, reverse engineer, decode or decompile any part of the Online Services;

(b) use any mechanical, programmatic, robotic, scripted means – such as agentic artificial intelligence, robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means – to access, collect, copy or record the Online Services;

(c) authorize any third party to access or use the Online Services on your behalf;

(d) copy, sell, lease, sublicense, distribute, or otherwise transfer or modify, alter, or create derivative products of any part of the Online Services. Under no circumstances may you offer any part of the Online Services for commercial resale or commercial redistribution in any medium;

(e) use the Online Services in a manner that impacts the stability of First Drafts’ servers, the operation or performance of the Services or any User’s use of the Services, or the behavior of other applications using the Online Services;

(f) use the Online Services in any manner or for any purpose that (i) violates any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality; (ii) is fraudulent, false, deceptive or defamatory; (iii) promotes violence or harm against any person; or (iv) otherwise may be harmful or objectionable (in First Drafts’ sole discretion) to the Service Provider, our affiliates, our users, or any other third party;

(g) use or display the Online Services in competition with First Drafts, to develop competing products or services, for benchmarking or competitive analysis of the Online Services, or otherwise to the detriment or disadvantage of the Service Provider;

(h) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Online Services;

(i) transmit viruses, worms or other software agents through the Online Services, whether they be directed at the Service Provider or any other third party;

(j) impersonate another person or misrepresent your identity or affiliation with a person or entity, or otherwise use the Online Services for any invasive or fraudulent purpose;

(k) share yours or another user’s password or authentication credentials for the Online Services to unauthorized third parties, or otherwise circumvent the measures we may use to prevent or restrict access to the Online Services or enforce limitations on use of the Online Services; or

(l) identify or refer to us or the Online Services in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent. You may not use the goodwill of First Drafts, including its trademarks, service marks, or logos without the express written consent of the Service Provider.

  1. User Privacy. First Drafts shall maintain commercially reasonable physical, technical, and administrative safeguards for protection of the security, confidentiality, and integrity of Your Content (defined below). User acknowledges that a limited number of First Drafts personnel necessarily require access to the Online Services systems, which may include Your Content. First Drafts personnel will only access Your Content subject to the confidentiality restrictions in Section 14 hereof, and with your consent, or to the extent reasonably required (i) to provide the Online Services to you; (ii) to investigate or correct a system error or otherwise improve the Online Services; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the provisions hereof; or (vii) to enforce and protect First Draft’s intellectual property rights. FIRST DRAFTS DOES NOT RETAIN USER DATA OR YOUR CONTENT TO TRAIN ITS AI SYSTEMS.

When using the Online Services, First Drafts may collect information you provide, including but not limited to your internet protocol (IP) address, any associated and pendent data related to your IP address, and any personal information you submit during your account registration. We may disclose your information where we are legally required to do so in order to comply with legal regulations, governmental requests, a judicial proceeding, court order, or legal process. We have implemented appropriate technical and organizational security measures designed to protect the security of any personal information we process. However, despite our safeguards and efforts to secure your information, no electronic transmission over the Internet or information storage technology can be guaranteed to be completely secure. The Company makes no promise or guarantee that hackers, cybercriminals, or other unauthorized third parties will not be able to defeat our security, and improperly collect, access, steal, or modify your information. For more information, please contact First Drafts at support@firstdrafts.ai.

  1. Third-Party Links and Websites. The Online Services may have links to third-party websites, advertisements, services, or other events or activities that are not owned or controlled by us. First Drafts do not endorse or assume any responsibility for any of these third-party websites, materials, products, or services. If you access a third-party website from the Online Services, you do so at your own risk, and you understand that these Terms do not apply to your use of those sites. First Drafts will not be liable for your use of third-party websites, services, or content.
  2. Intellectual Property. These Terms do not grant you or the Service Provider any rights, implied or otherwise, to the other’s content or intellectual property, unless expressly stated otherwise in these Terms. As between the parties, User owns all intellectual property rights in any and all information, content and data that you submit, upload, or use with the Online Services and any content generated and created by your usage of the Online Services (collectively, “Your Content”). First Drafts owns all intellectual property rights in and to the Online Services, including computer code, software, products, support, documentation, and related information, including but not limited to any modifications and derivative works of the foregoing, even if said modifications are derived in part or all from the User’s feedback or use of the Online Services (collectively, “First Draft’s IP”). You hereby represent and warrant that Your Content does not violate any law or infringe on the rights of any third party, including but not limited to any intellectual property rights and/or privacy rights. You are responsible for the legality of Your Content that you provide to the Service Provider. You agree to indemnify and hold First Drafts harmless from any liability resulting from Your Content. 
  3. Nondisclosure and Confidentiality.  The parties acknowledge and agree that each party (the “Receiving Party”) may have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information and/or any other information that is designated as confidential by the Disclosing Party. Confidential Information of First Drafts expressly includes (but is not limited to) First Draft’s IP. Confidential Information of User shall expressly include any information provided by the User that is derived from the User’s relationship with their client and is generally protected as attorney-client confidential information. Confidential Information does not include any information that is or was, at the time of the disclosure: (a) generally known or available to the public; (b) rightfully disclosed to the Receiving Party by a third party; (c) already in Receiving Party’s possession prior to the date of receipt from Disclosing Party without restriction; or (d) independently developed by the Receiving Party without reference to or use of Disclosing Party’s Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of these Terms, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party.

At all times the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care; (2) strictly limit access to the Confidential Information to its personnel, affiliates, and agents with a demonstrated need to know; (3) cause and require any personnel, affiliates, and agents permitted access to the Confidential Information as per above to execute confidentiality and nondisclosure agreements at least as restrictive as these Terms; (4) not use the Disclosing Party’s Confidential Information other than as permitted under these Terms; and (5) not disclose, distribute, or disseminate the Confidential Information to any third party, except as permitted by these Terms or to the extent necessary to comply with applicable law.

  1. Termination of Services. These Terms will be effective and commence when you first use the Online Services and will continue until terminated by either party in accordance with the provisions set out in these Terms. If, in the Service Provider’s sole judgement, you have failed, or if First Drafts suspects that you have failed, to comply with any provision of these Terms, First Drafts may terminate your access to the Online Services at any time and with or without notice. Upon termination of your access to the Online Services, you shall cease and immediately discontinue use of the Online Services and access thereto.  

The following provisions will survive any termination of these Terms: Section 10 (“Restriction on Use”), Section 11 (“User Privacy”), Section 12 (“Third-Party Links and Websites”), Section 13 (“Intellectual Property”), Section 14 (“Nondisclosure and Confidentiality”), Section 15 (“Termination of Services”), Section 17 (“Limitation of Liability”), and Section 18 (“General Provisions”), which includes subsection provisions relating to “Governing Law and Venue” and “Waiver of Class Action.”  

  1. Modification of Terms. These Terms may be changed from time to time as described below or by First Drafts. If any changes are made to these Terms, such changes will only be applied prospectively after First Drafts provides three (3) business days’ notice pursuant to these Terms. You may terminate these Terms after any modification of the Terms by First Drafts by providing written notice of termination to the Service Provider within 30 days of the effective date of such modification. The effective date of termination shall be ten (10) calendar days after the date of such written notice of termination is received by First Drafts unless a later date is specified in the notice. Continued use of the Online Services following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right. 

 

  1. Limitation of Liability. You agree to hold First Drafts and any officer, director, employee, subcontractor, agent, successor or assign of First Drafts (collectively, the “Service Provider Affiliates”) harmless from any loss, injury, claim, liability, or damage of any kind resulting in any way from: (a) any “hallucinations,” errors in, or omissions from the Online Services, including the relevance, accuracy, or completeness of the content created by the Online Services’ generative artificial intelligence functions; (b) the unavailability or interruption of the Online Service; (c) your use of the Online Services; (d) the loss or corruption of any data or equipment in connection with your use of the Online Services; or (e) any delay or failure in performance beyond the reasonable control of First Drafts or a Service Provider Affiliate. THE ONLINE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND FIRST DRAFTS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Furthermore, your sole remedy for any breach or default of these Terms by First Drafts shall be a return of any fees paid to First Drafts for any services provided. You indemnify and agree to defend and hold harmless First Drafts and its Service Provider Affiliates for any losses, costs, liabilities and expenses (including but not limited to court costs, legal fees, awards or settlements) relating to or arising out of your use of the Online Services, including any breach by you of the Terms contained herein.

  1. General Provisions. 

(a) Relationship of the Parties. The relationship of the parties under these Terms does not create an agency, partnership, franchise, joint venture, fiduciary or employment relationship between the parties. 

(b) Electronic Communications and Notices. By inputting or supplying your Registration Data, including an email address, address, mobile telephone number and/or telephone number, or by otherwise creating an account, you electronically consent to receive you agree to receive all required notices electronically, to the given email address, and to receive advertising messages communications from First Drafts, which you may opt out of by contacting First Drafts support team at support@firstdrafts.ai or by clicking the unsubscribe link within each marketing or advertising email message. To provide any notice required under these Terms to First Drafts, User may send such written notice to the following address:

First Drafts, LLC

Attn: Legal Notices Division

512 East Delno Dr. 

Salt Lake City, UT 84107-1804

 

(c) Force Majeure. Neither party shall be in default if its failure to perform or delay in performing any obligation under these Terms (other than payment obligations) is caused any condition beyond the party’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

(d) Assignment. Neither party may assign a Term, in whole or in part, without the other party’s prior written consent, not to be unreasonably withheld; provided, however, that First Drafts may assign a Term without User’s consent to any entity that acquires all or substantially all of the business or assets of First Drafts related to the Online Services, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment made in conflict with this provision shall be void. These Terms is binding upon and will inure to the benefits of each of the parties and their respective successors and assigns. Nothing in these Terms is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect to these Terms.

(e) No Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right unless expressly acknowledged and agreed to by both parties in writing. A waiver of rights under these Terms will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

(f) Severability. If any provision of these Terms, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, such provision shall be replaced with another provision consistent with the purpose and intent of these Terms, and the remaining provisions of these Terms shall remain in effect. In the case of any conflict or inconsistency between the provisions of your Subscription Agreement and the provisions of these Terms, these Terms shall govern.

(g) Governing Law and Venue. You agree that: (i) the Online Services shall be deemed solely based in the State of Utah; and (ii) the Online Services shall be deemed a passive one that does not give rise to personal jurisdiction over First Drafts, either specific or general, in jurisdictions other than Utah. These Terms shall be governed by the laws of the State of Utah. You also agree to submit to the personal jurisdiction of the federal and state courts located in County of Salt Lake, State of Utah for any actions for which First Drafts seeks enforcement of these Terms and/or seeks injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of the Service Provider’s IP. You agree that Salt Lake County, Utah is the only proper forum for any and all litigation proceedings that may arise from these Terms or your use of the Online Services. The prevailing party in any action shall be entitled to reasonable attorney fees and costs associated with the dispute. 

(h) Waiver of Class Action. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE ONLINE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. 

(i) Entire Agreement. These Terms, together with any amendments and any additional agreements you may enter into with First Drafts in connection with the Online Services, will constitute the entire agreement between you and us concerning the Online Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or the Service Provider or your use of the Online Services.