ALEXSEI INC. (“Alexi”, “we”, “us” and terms of similar meaning) provide the Services, including access to the Application subject to these terms and conditions of use (these “Terms”). An updated copy of these Terms will be available through the Application and on www.alexi.com (“Site”).Throughout these Terms, we will refer to the Alexi application (available through the Site) and any additional software we will provide as the “Application”. We refer to the services provided by the Application as the “Services”. Only lawyers that are licensed and in good standing with their applicable law society are permitted to use the Services. Such lawyers are referred to throughout these terms as “Users”. Content on the Application, including all text, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.Please read through these Terms carefully before using the Application. By creating a User Account, downloading, or using the Application or Services on any platform or device, you agree to be legally bound by these Terms, and all policies, statements and guidelines incorporated by reference in these Terms. If you are creating a User Account or otherwise using the Services with the intentions of binding a firm or company, (a) you hereby represent and warrant that you have the power and authority to bind such firm or company, and (b) such firm or company shall be deemed to have agreed to these Terms.If you do not agree to be bound by these Terms in their entirety, then do not use the Application or Services.
Alexi is an online legal research application that permits Users to request detailed answers to legal questions. Alexi will provide such Users with a detailed and researched memorandum to answer such legal questions (“Services”).The Services are not intended to be used by children. You must be at least eighteen (18) years of age to use the Services.
Limited Scope Engagement: Upon submitting a request for legal research, you hereby agree to a conditional limited scope engagement, as described herein. Alexi is being engaged solely to perform the Services; Neither you or your client(s) will be considered a client of Alexi or any of its directors, officers, employees, contractors or agents;You agree to provide the necessary information and context required to enable Alexi adequately to perform the Services; and You agree that you will not disclose any client personal or confidential information. Alexi reserves the right, in its sole discretion, to reject a request for legal research for any reason. Without limiting the generality of the foregoing, Alexi may reject a request for legal research as a result of:the request containing multiple legal issues that must be requested as separate inquiries; or the request containing a legal issue that is outside of the professional competence of the lawyers staffed by Alexi. Alexi will notify you by e-mail if a request for legal research has been rejected. Where practical, the e-mail notification will indicate the reasons for the rejection. Any Research Fees charged for rejected requests will be refunded. Alexi will not provide you with a subjective legal opinion or legal advice. You will be provided solely with legal information (caselaw and legislation) that will enable you to form your own opinions and conclusions. By using our platform, you acknowledge that you are a legal professional, certified to practice law as a lawyer, attorney, paralegal, and/or law clerk, and are regulated by a professional overseeing body. Alexi is not meant to provide services to non-legal professionals.
User Accounts; Registration Data; Account Security
To use the Services, you must register for an account through the Application (“User Account”). Upon registering a User Account, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Application (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Application, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Application. Alexi will not be liable for any loss or damage from your failure to comply with this obligation. You are responsible for all activity on your User Account. The first User of a law firm (“Firm”) that registers for a User Account will be deemed to be the administrator of the Firm (“Administrator”). The Administrator will be able to invite additional Users to use the Application. Each subsequent User will be required to register for a User Account.
Fees, Charges. and Taxes
Firms will be charged (a) monthly subscription fees (“Subscription Fees”) for each User registered under such firm; and (b) a research fee (“Research Fee”) for each research memorandum requested. Such Subscription Fees and Research Fees will be described on the Site, the Application, or an applicable order form and may change from time to time. If your fees change, we will give you at least thirty (30) days’ notice. If they do change, your continued use of the Application and/or Services after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will be not be applicable to the billing period in which the change occurs.Firms will be charged Subscription Fees, in advance, for each User registered under such Firm. If the Firm adds additional Users after such Subscription Fees have been paid, it will be charged the Subscription Fees applicable to such additional Users, on a pro rata basis, in advance of the following month. Firms will be charged Research Fees at the time a request for research is submitted by a User.
Ownership, Copyright and Trademarks
Content provided by Users is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on Alexi may include your research question, background information, and other text, information, images and data uploaded by a User to the Application. Alexi’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 8 of these Terms.Other than User Content, the Services, the Application, all Content (including research work product and written memorandums) and any other software used to create and operate the Services is the property of Alexi or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such Content and such software are expressly reserved. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services.
License to Use Alexi and License Restrictions
Alexi grants to you a revocable, non-exclusive, non-sublicensable license to use the Application, access the Services and to view the Content available to you through the Services (“License”). Other than as expressly permitted in these Terms, the Content and the License are subject to the following restrictions and account terms:
1. The Services we provide through the Application are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Application.
2. You may not make or distribute copies of the Application.
3. You may not alter, merge or translate the Application, or decompile, reverse engineer, disassemble, or otherwise reduce the Application to a human-perceivable form.
4. You may not modify or create derivative works based on the Application or the Content.
5. You may not use the Application for any application deployment or ultimate production purpose.
6. You may not use the Application to develop any application having the same or similar primary function as the Application.
7. You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
8. You may not otherwise use the Application or the Content other than for its intended purpose.
9. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
10. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The licenses in this Section are revocable by Alexi at any time.
11. Your use of the Application, Services and Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law.
Your Limited License of Your User Content to Alexi
By posting User Content to or through the Services, you (a) grant Alexi and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content will not violate any rights of or cause injury to any person or entity.
Security of the Application
To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all Content and information on the Application is encrypted using SSL certificates.However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Application, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability
Warranty and Disclaimer
Except as provided herein, The Application, the Content and the Services are provided to you on an “as is” basis without warranties from Alexi of any kind, either express or implied. Alexi expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Alexi does not represent or warrant that the services or Content will be accurate, complete, relevant, reliable, current or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of the Application, the Content or any portion thereof.While Alexi attempts to make your access to and use of the APPLICATION safe, Alexi does not represent or warrant that the APPLICATION or any Content are free of viruses or other harmful components.You use the Services at your own Risk.
Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against Alexi, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Services or the Content, including, without limitation, any claims or allegations relating to the relevance of the Services to your client’s matter. You use the Services at your own risk.
Without limitation of the foregoing, neither Alexi nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Services or the Content, including without limitation any damages caused by or resulting from your reliance on the Services or other information obtained from Alexi or any other Released Party or accessible via the Application, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Alexi, any User, or any other Released Party’s records, programs or services.In no event shall the aggregate liability of Alexi, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Application or the Services exceed any amount paid by you for the Services during the three months prior to the date of any claim, if any.You shall defend, indemnify and hold harmless Alexi and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Services and from the use of the Services by any person to whom you give access to your account.
Termination/Modification of License and Service Offerings
Notwithstanding any provision of these Terms, Alexi reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Application or Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Application or Content; (c) change, suspend or discontinue any aspect of the Application or Content; and (d) impose limits on the Application or Content.
Alexi reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your registration information, if any, and we will post a notice on the Site. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Application and the Site, and your continued use of the Application or Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Application. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Application. If you have any questions about the Terms, please email us at the contact address below.
Applicable Law and Venue
The Services are controlled by Alexi Inc. and operated by it from its offices in Toronto, Ontario. You and Alexi both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Alexi explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) these Terms; (b) the Services or Content; (c) oral or written statements relating to these Terms or to the Services; or (d) the relationships that result from these Terms or the Services or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Alexsei related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Alexsei. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Alexi and the other Released Parties for your failure to comply with any such laws.
Termination of Agreement
You and Alexi may terminate these Terms and your use of the Services at any time. When you terminate these Terms, you must cease using the Services immediately. When your account is terminated, any User Content you have uploaded to the Application may remain on the Application. The license you grant to us in Section 8 therefore survives the termination of this Agreement. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.If these Terms expire or terminate for any reason, Sections 6, 7, 8, 10, 11, 14 and 16, and any representation or warranty you make in these Terms, shall also survive indefinitely.MiscellaneousIf any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Alexi may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Alexi, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Alexi regarding your use of the Application, and supercede all prior or contemporaneous communications whether electronic, oral or written between you and Alexi regarding your use of the Application. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
Questions and Comments
If you have any questions regarding these Terms or your use of the Application or Services, please contact us at Alexi Inc., firstname.lastname@example.org.
What Information Do We Collect?
Our primary purpose in collecting personal information from you is to provide you with a safe, smooth, efficient, and customized experience. This allows us to provide services and features that most likely meet your needs, and to customize our service to make your experience safer and easier. We only collect personal information about you that we consider necessary for achieving this purpose.
Personal and Identifying Information
Users of the Services must provide the requested contact and identity information and other personal information as requested or where indicated on the Application. Where possible, on these forms we indicate which fields are required and which fields are optional. In addition, as you use the Services, you can from time to time enter or send to us personal information.We may collect your full name, e-mail address, phone number, firm name (that you will be registered under) and applicable law society identification number. If you represent a firm, you represent and warranty that you have the right and authority or have obtained all necessary consents to provide any information, including any personal information of another individual or corporate information that is provided by you to Alexi. You always have the option to not provide information by choosing not to become a User or by not using the particular feature of the Services for which the information is being collected.
Information Collected Automatically
Credit Card Information
We may collect credit card information for payment and billing purposes.
How We Use Your Information
We may use personal information in the file we maintain about you, and other information we obtain from your current and past activities on the Application, to provide to you the Services; resolve service disputes; troubleshoot problems; deliver information to you that, in some cases, is relevant to your interests; customize your experience; detect and protect us against error, fraud and other criminal activity; enforce our Terms; provide you with system or administrative messages, and as otherwise described to you at the time of collection. We may also use personal information about you to improve our marketing and promotional efforts, to analyze usage of our Services, to improve our content and product offerings, and to customize the content, layout, and services. These uses improve the Services and better tailor it to meet your needs, so as to provide you with a smooth, efficient, safe and customized experience while using the Services. Please see our Terms for information on what we do to account information when you terminate your account with us.
Our Disclosure of Your Information
Anonymized Aggregated Data
We aggregate and anonymize data and use and disclose such information for a variety of purposes, including analytics. However, in these situations, we do not disclose any information that could be used to identify you personally.
Subsidiaries and Affiliates; Service Providers
We may from time to time use the services of affiliates, subsidiaries and unrelated service providers in the operation of the Services and the provision of our Services, and may disclose personal information to them in the course of our use of their services. For example, we may use the services of third-party hosting companies to host the operation of the Application and the Services. This may involve the hosting of data, including personal information, on servers operated by those hosting companies. We take care to use only service providers that we believe are reputable and able to live up to our and your expectations, including about the handling of confidential information.
Law and Harm; Jurisdictions
Storing or Processing Your Data Outside of Canada
Finally, please note that in some cases, personal information that we collect may be stored or processed outside of Canada. In such cases, we continue to protect the information with appropriate safeguards, but it may be subject to the legal jurisdiction of those countries and governmental authorities in those countries.Correcting and Updating Your Personal InformationYou may review, delete and update your personal information to ensure it is accurate through the Application. Alternatively, you may contact us through email@example.com to update or delete your personal information.
The Services are not intended for children under the age of eighteen (18). Alexi does not target its Services or the Application to children under eighteen (18). Alexi does not knowingly collect personal information from children under the age of eighteen (18).
Your Alexi User Account is protected by a password for your privacy and security. You must prevent unauthorized access to your account by selecting and protecting your password appropriately, and limiting access to your device. While we strive to protect your information and data we cannot guarantee the security of your User Account information. Unauthorized entry or use, hardware or software failure and other factors, may compromise the security of user information at any time.
It is our goal to make our privacy practices easy to understand. If you have questions, concerns or if you would like more detailed information, please email our privacy officer at firstname.lastname@example.org.