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,” “we,” or “First Drafts”). 

PLEASE READ THE TERMS CAREFULLY. THESE TERMS OF SERVICE CONTAINS AN EXCLUSIVE VENUE PROVISION UNDER SECTION 19(g) AND A CLASS ACTION WAIVER PROVISION UNDER SECTION 19(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 https://www.firstdrafts.ai/terms-of-service/. FIRST DRAFTS RESERVES THE RIGHT TO CHANGE THE TERMS AT ANY TIME. BY CLICKING THE “I AGREE” BUTTON BELOW, YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND OUR PRIVACY POLICY.

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. Your use of the Online Services is also subject to our privacy policy, which is made available at https://www.firstdrafts.ai/privacy-policy/ (our “Privacy Policy”). User acknowledges that Online Services may be enhanced, added to, withdrawn, reorganized, combined or otherwise changed by First Drafts without notice to you. 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 (the “Subscription Fee”), based on the subscription plan selected by the User. First Drafts may offer multiple subscription tiers, including but not limited to basic and premium plans, each with different features and pricing. The current subscription plans and their fee pricing are available at https://www.firstdrafts.ai/#pricing. The Subscription Fee is immediately due and payable in advance at the beginning of each Term. The Subscription Fee is subject to change by First Drafts. Any changes to the Subscription Fee will be reflected on the pricing webpage and communicated to Users via email before any Term renewal where such pricing is effective. By continuing to use the Online Services after any fee change takes effect, User agrees to pay the changed Subscription Fee. If User does not agree to the fee change, User may cancel their subscription before the start of the new 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 any separate agreement, and/or changes in applicable taxes and fees. By using the Services, User authorizes First Drafts to charge User’s provided payment method for the Subscription Fee 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 bank account information, credit card, debit card, or other accepted payment method. User shall provide First Drafts with a current, valid, accepted payment method for their use of the Services. 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, made 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 ten (10) calendar days after payment has been initiated for the transaction, or if User has not initiated a payment within five (5) calendar days of the due date for any fee owed, 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. 

As a licensed attorney using the Online Services, you acknowledge and agree that you are also responsible for providing legally adequate privacy notices to User’s customers and 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.

8. Account Registration. To access and use the Online Services, User must a licensed attorney in their 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, User agrees to: (a) provide true, accurate, current and complete information about themselves (such information the “Registration Data”); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (c) maintain their attorney licensure in good standing in the jurisdiction which the User is practicing law. If User provides any information that is untrue, inaccurate, not current or incomplete, or First Drafts has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, First Drafts may suspend or terminate User’s account and refuse any and all current or future use of the Online Services (or any portion thereof). The personal information you provide during account registration will be processed in accordance with our Privacy Policy. User is responsible for all use of the Online Services accessed with their security credentials, including any associated charges, whether by User or others. User shall use reasonable commercial efforts to prevent unauthorized use of the Online Services using their security credentials and will promptly notify First Drafts, in writing and via electronic mail sent to support@firstdrafts.ai, if User suspects that their 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 User’s account. 

9. 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.

10. Restriction on Use. User shall not access the Online Services if User offers or intends to offer an artificial intelligence service, or monitor the functionality, performance, or availability of the Services without First Drafts’ consent, or any other competitive purposes. Further, User agrees 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 who is not an agent of the User 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 the User 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 other 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 User’s 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.

11. User Privacy. Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is available at https://www.firstdrafts.ai/privacy-policy/, and is incorporated into and made part of these Terms. By using the Online Services, you acknowledge that you have read and understand our Privacy Policy and consent to the collection, use, and disclosure of your personal information as described therein.

12. 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.

13. Intellectual Property. These Terms do not grant the User 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: (1) any and all information, content, and data that you submit, upload, or use with the Online Services; and (2) any content generated through 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”). While User owns all intellectual property rights in Your Content, you grant First Drafts a limited, non-exclusive, worldwide, royalty-free license solely to host, store, process, transmit, and display Your Content as strictly necessary to provide the Online Services directly to you, respond to your support requests, enforce these Terms, and as otherwise required by law or expressly permitted in our Privacy Policy. This license does not permit us to use Your Content to train our general AI models or for any purpose other than operating and providing the specific Online Services requested by you, as further described in our Privacy Policy. 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. 

14. 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 Your Content and any information submitted by the User to the Online Services 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.

15. Termination of Services. These Terms will be effective and commence when User first uses 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”), Section 18 (“Service Level Agreement”) and Section 19 (“General Provisions”), which includes subsection provisions relating to “Governing Law and Venue” and “Waiver of Class Action.”  

16. Modification of Terms. These Terms and our Privacy Policy 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 your Subscription to the Online Services and receive a refund for any consideration paid for any Term after 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 the date of such written notice of termination is received by First Drafts. 

17. 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. User shall indemnify and agrees 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.

18. Service Level Agreement. 

(a) Availability and Uptime. First Drafts shall use commercially reasonable efforts to make the Online Services available 24 hours a day, 7 days a week, with a target uptime of 99.5% measured on a monthly basis, excluding: (i) Planned maintenance performed with at least 48 hours’ prior notice during non-business hours (weekends and between 10:00 PM and 6:00 AM Eastern Time on weekdays); (ii) Emergency maintenance as needed to address critical security or performance issues; and (iii) Factors outside of First Drafts’ reasonable control, including but not limited to Force Majeure events as defined in Section 19(c).

(b) Scheduled Maintenance. First Drafts will provide at least 48 hours' advance notice for scheduled maintenance activities that may impact availability of the Online Services. Notice will be provided via email and/or through in-application notifications.

(c) Technical Support. First Drafts provides technical support through e-mail support at support@firstdrafts.ai, with responses within 24 hours during business days.

(d) Priority Support Levels. Support requests are prioritized as follows: 

(i) “Critical” (service unavailable or severely impaired for multiple users): Response within 2 hours during business hours, 4 hours otherwise; 

(ii) “High” (significant feature unavailable or impaired): Response within 4 hours during business hours, 8 hours otherwise; 

(iii) “Medium” (non-critical feature unavailable or minor impairment): Response within 8 business hours; 

(iv) “Low” (general questions, feature requests): Response within 2 business days.

(e) Service Credits. If First Drafts fails to meet the 99.5% monthly uptime commitment, Users with a current paid subscription may request service credits as follows:

(i) 99.0% to 99.49% uptime: 5% of monthly Subscription Fee;

(ii) 98.0% to 98.99% uptime: 10% of monthly Subscription Fee;

(iii) 97.0% to 97.99% uptime: 15% of monthly Subscription Fee;

(iv) Below 97.0% uptime: 25% of monthly Subscription Fee.

Service credit requests must be submitted within 30 days following the month in which the downtime occurred. Credits will be applied to future Subscription Fees and have no cash value.

19. 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 via electronic mail 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 their rights under these Terms, in whole or in part, without the other party’s prior written consent; provided, however, that First Drafts may assign its rights 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) Privacy Policy. The Privacy Policy, which can be found on our website or by visiting https://www.firstdrafts.ai/privacy-policy/, is incorporated into and made part of these Terms. In the event of any conflict between the provisions of the Privacy Policy and these Terms regarding the collection, use, processing, sharing, security, confidentiality, or retention of Personal Information (including User Content), the provisions of the Privacy Policy shall control. In the event of any conflict regarding other matters, these Terms shall control.

(j) 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 Services. None of our employees or representatives – other than our Chief Executive Officer – are authorized to make any modification or addition to these Terms or enter into any additional or separate agreements with User. 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. 

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