SaaS Subscription Agreement

The Service is a hosted, multi-tenant software-as-a-service application that helps Customer capture a client's contemporaneous impact moments and generate demand/damages narratives and deposition- and trial-preparation work product.

We grant Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term for Customer's internal law-practice use. We license, and do not sell, the Service.

The Service is a tool for licensed attorneys. The Company does not practice law, does not provide legal advice, and is not a party to any attorney-client relationship between Customer and its clients.

The Service is designed to support Customer's claims of attorney-client privilege and work-product protection, but we do not and cannot guarantee that any particular communication or output is privileged or protected. Whether privilege attaches depends on how Customer uses the Service and on applicable law and judicial interpretation. Customer is solely responsible for its privilege and ethics obligations.

As between the parties, Customer owns all data it and its clients submit to the Service ("Customer Data") and all work product generated for Customer. We claim no ownership of Customer Data.

Customer grants us a limited license to host, process, and transmit Customer Data solely to provide and support the Service, as further described in the Data Processing Addendum ("DPA"), which is incorporated by reference.

We own the Service and all software, models, prompts, designs, and other Company intellectual property, including all improvements (excluding Customer Data).

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit (TLS 1.3) and at rest (AES-256), per-firm database isolation (Postgres row-level security), provider-level AI controls (store: false with organization-level API logging disabled; content never used for model training), and encrypted per-firm backups. Details are in the DPA and the Security & Privilege overview.

Customer pays the fees stated at sign-up — currently $129 per client seat, charged when Customer onboards a client. Fees are non-refundable except as expressly stated. Taxes are added where applicable.

This Agreement begins when Customer first accepts it and continues until terminated. Either party may terminate for convenience on 30 days' notice, or immediately for the other party's uncured material breach after 15 days' written notice.

On termination, Customer's license ends. Customer may export its Customer Data for 30 days after termination, after which we may delete it per the DPA. Sections that by their nature should survive (IP, disclaimers, limitation of liability, confidentiality, governing law) survive.

Each party warrants it has authority to enter this Agreement. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service or any AI-generated output is error-free or suitable for filing or use without Customer's independent professional review.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE FEES CUSTOMER PAID IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Confidentiality. "Confidential Information" means non-public information one party (the "Disclosing Party") discloses to the other (the "Receiving Party") that is marked or reasonably understood to be confidential — including the Service's non-public features, pricing, and security details, and each party's non-public business information. Customer Data is Customer's Confidential Information and is also governed by the DPA, which controls in any conflict. The Receiving Party will (a) use the other's Confidential Information only to perform under this Agreement, (b) protect it with at least the care it uses for its own confidential information, and no less than reasonable care, and (c) disclose it only to personnel and contractors who need it and are bound by confidentiality obligations at least as protective. Confidential Information excludes information that is or becomes public without breach, was rightfully known without a duty of confidentiality, is independently developed without use of the Confidential Information, or is rightfully received from a third party. If compelled by law to disclose, the Receiving Party will, where legally permitted, give prompt notice and reasonable cooperation so the Disclosing Party can seek protection.

Company indemnity. Company will defend Customer against any third-party claim alleging that the Service, as provided by Company and used in accordance with this Agreement, infringes or misappropriates a U.S. patent, copyright, trademark, or trade secret, and will indemnify Customer for damages and reasonable costs finally awarded or agreed in settlement. Company has no obligation for claims arising from (a) Customer Data or content Customer or its clients submit, (b) use of the Service in violation of this Agreement or applicable law, (c) modification of the Service by anyone other than Company, or (d) combination of the Service with products or data not provided by Company where the claim would not have arisen but for the combination. If the Service is or may be enjoined, Company may, at its option, procure the right to continue use, modify the Service to be non-infringing, or terminate the affected subscription and refund any prepaid, unused fees.

Customer indemnity. Customer will defend Company against any third-party claim arising out of or relating to (a) Customer Data or any content Customer or its clients submit to the Service; (b) Customer's use of the Service in violation of this Agreement, applicable law, or professional-responsibility rules; (c) Customer's representation of, communications with, or handling of its clients and their matters, including any claim brought by a client of Customer; and (d) Customer's failure to obtain any consent or authorization required for its clients to use the Service (including SMS consent), and will indemnify Company for damages and reasonable costs finally awarded or agreed in settlement.

Procedure. The party seeking indemnity will (a) promptly notify the other of the claim (late notice excuses the indemnifying party only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement, except that it may not settle any claim in a way that imposes a non-monetary obligation on, or admits fault by, the indemnified party without that party's prior written consent (not unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense.

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Exclusive venue is Tarrant County, Texas.

This Agreement, with the DPA and any order, is the entire agreement. We may update these terms on notice; continued use means acceptance. Neither party may assign without the other's consent, except in a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains in effect.

Questions about this Agreement? Email admin@impactwitness.com. See also the DPA, Privacy Policy, and Terms.