Terms of Services

ALEXSEI INC. (“Alexsei”, “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.alexsei.com (“Site”).

Throughout these Terms, we will refer to the Alexsei 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.

  1. Alexsei Services

Alexsei is an online legal research application that permits Users to request detailed answers to legal questions. Alexsei 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.

  1. Limited Scope Engagement

Upon submitting a request for legal research, you hereby agree to a conditional limited scope engagement, as described herein.

  1. Alexsei is being engaged solely to perform the Services;
  2. Neither you or your client(s) will be considered a client of Alexsei or any of its directors, officers, employees, contractors or agents;
  3. You agree to provide the necessary information and context required to enable Alexsei adequately to perform the Services; and
  4. You agree that you will not disclose any client personal or confidential information.

Alexsei reserves the right, in its sole discretion, to reject a request for legal research for any reason. Without limiting the generality of the foregoing, Alexsei may reject a request for legal research as a result of:

  1. the request containing multiple legal issues that must be requested as separate inquiries; or
  2. the request containing a legal issue that is outside of the professional competence of the lawyers staffed by Alexsei.

Alexsei 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.

  1. Privacy Policy

Please refer to the Alexsei Privacy Policy, available at www.alexsei.com/info/privacy (the “Privacy Policy”) for information on how Alexsei collects, uses and discloses personally identifiable information from Users of the Services. By using the Application or our Services you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

  1. 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. Alexsei 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.

  1. 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.

  1. 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 Alexsei may include your research question, background information, and other text, information, images and data uploaded by a User to the Application.

Alexsei’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 Alexsei 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.

  1. License to Use Alexsei and License Restrictions

Alexsei 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 Alexsei 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.
  1. Your Limited License of Your User Content to Alexsei

By posting User Content to or through the Services, you (a) grant Alexsei 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.

  1. 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.

  1. Warranty and Disclaimer

ALEXSEI WARRANTS THAT THE SERVICES WILL BE PERFORMED BY LAWYERS LICENSED TO PROVIDE LEGAL SERVICES UNDER THE LAW SOCIETY OF UPPER CANADA.

Except as provided herein, The Application, the Content and the Services are provided to you on an “as is” basis without warranties from Alexsei of any kind, either express or implied. Alexsei expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Alexsei 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 Alexsei attempts to make your access to and use of the APPLICATION safe, Alexsei 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.

  1. Limitation of Liability; Indemnity

You waive and shall not assert any claims or allegations of any nature whatsoever against Alexsei, 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 Alexsei 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 Alexsei 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 Alexsei, any User, or any other Released Party’s records, programs or services.

In no event shall the aggregate liability of Alexsei, 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 Alexsei 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 Servicess by any person to whom you give access to your account.

  1. Termination/Modification of License and Service Offerings

Notwithstanding any provision of these Terms, Alexsei 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.

Alexsei 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.

  1. Communications

Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 12 above) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data, if any. Second, we may post a notice to you in the Account area of the Application. Third, we may post the notice elsewhere on the Application or Site. When we post notices on the Application or Site, we post them in the area of the Application or Site suitable to the notice. It is your responsibility to periodically review the Application and Site for notices.

Subject to the Privacy Policy, if you send to Alexsei any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Alexsei can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Application or send them to us.

  1. Applicable Law and Venue

The Services are controlled by Alexsei Inc. and operated by it from its offices in Toronto, Ontario. You and Alexsei both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Alexsei 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 Alexsei and the other Released Parties for your failure to comply with any such laws.

  1. Termination of Agreement

You and Alexsei 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.

  1. Miscellaneous

If 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. Alexsei 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 Alexsei, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Alexsei regarding your use of the Application, and supercede all prior or contemporaneous communications whether electronic, oral or written between you and Alexsei 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.

  1. Questions and Comments

If you have any questions regarding these Terms or your use of the Application or Services, please contact us at Alexsei Inc., legal@alexsei.com.

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