Agreement and scope
These Terms of Service (“Terms”) are a legally binding agreement governing access to and use of the Of Counsel AI websites, applications, public legal-intelligence content, Market Sense, First Call, Practice Voice, and associated services (collectively, the “Service”). By creating an account, completing a purchase, clicking to accept, accepting an order, or using the Service, you agree to these Terms and our Privacy Policy.
If you use the Service for a law firm, company, legal department, or other organization, you represent that you have authority to accept these Terms for that organization. In that case, “you” and “your” include the organization.
A specific enterprise agreement, order form, data-processing agreement, service-level agreement, or other signed agreement may add to or modify these Terms. The signed agreement controls where it conflicts with these Terms.
Eligibility and authorized users
You must be at least 18 years old and legally able to enter into this agreement. You must provide accurate registration and payment information and use the Service only for yourself or an organization that has authorized your access.
Organizations are responsible for identifying authorized users, maintaining appropriate workspace membership and permissions, and promptly removing access that is no longer required. You are responsible for the acts and omissions of people who access the Service through your account or workspace to the extent permitted by law.
The Service
Of Counsel AI provides tools for contract review, legal-development monitoring, source-linked legal intelligence, relevance review, and preparation of proposed client or internal updates. Features, coverage, availability, providers, and usage limits depend on the selected product, plan, workspace configuration, and applicable purchasing document.
Of Counsel AI may add, change, suspend, or discontinue a feature, model, provider, integration, or source. We will provide notice when required by an applicable agreement or law. Preview, beta, pilot, and evaluation features may be incomplete, change without notice, and be subject to additional restrictions.
Not a law firm or substitute for professional judgment
Of Counsel AI is not a law firm and does not provide legal advice or legal representation. The Service supports work performed by legal professionals and other users but does not replace review of the underlying contract or authority, professional judgment, or duties owed to a client, employer, court, regulator, counterparty, or other person.
You are responsible for verifying source materials, dates, citations, procedural posture, jurisdiction, extracted terms, conclusions, risks, and proposed language before relying on or sharing an output. You—not Of Counsel AI—decide whether an issue applies to a contract, client, matter, or audience and what action to take.
Using the Service does not create an attorney-client relationship with Of Counsel AI. Communications with Of Counsel AI may not be protected by attorney-client privilege or work-product protection.
Accounts, anonymous sessions, and workspace administration
You must protect your credentials and sign-in links, use reasonable account-security practices, and promptly notify us if you suspect unauthorized access. You may not share credentials, impersonate another person, or transfer an account without authorization.
Market Sense may create a pseudonymous browser session when you upload a contract, before you complete a purchase or create a conventional account. If you complete checkout, we may use the purchaser name and email address provided by the payment processor to create or connect an account, associate the purchase and review with that account, and provide access through a one-time sign-in link. Clearing browser data may prevent recovery through the original browser, but a purchaser may request access through the verified purchaser email address.
An organization controls its workspace and the Customer Content placed in it. Workspace administrators may manage users, permissions, configuration, content, exports, retention, and billing. Your organization’s administrator may access information associated with your organizational account.
Customer Content and instructions
“Customer Content” means content submitted to, transmitted through, stored by, extracted by, or produced for you through the Service. It includes uploaded contracts and other files, personal information contained in those files, extracted text and terms, coverage selections, matter or audience context, instructions, prompts, writing samples, templates, drafts, feedback, model inputs and outputs, and generated reports.
You retain any rights you hold in Customer Content. You grant Of Counsel AI and its service providers a worldwide, nonexclusive, royalty-free right to host, cache, store, parse, extract, reproduce, transmit, format, display, review, analyze, and otherwise process Customer Content as reasonably necessary to provide, secure, support, maintain, evaluate, and improve the Service; comply with law; and enforce these Terms. This permission lasts for as long as the applicable Customer Content is retained for those purposes.
For self-service Market Sense, specifically authorized product personnel may inspect uploaded contracts, extracted information, model inputs and outputs, and generated reports for quality assurance, troubleshooting, safety review, research, and product improvement. The default product configuration retains these records on an ongoing basis, including if checkout is not completed, rather than automatically deleting them after a fixed period. Our Privacy Policy provides additional detail.
You represent that you have the rights, permissions, notices, consents, and lawful basis needed to submit Customer Content and direct its processing, including information about clients, counterparties, employees, signatories, and other people. You are responsible for deciding whether the Service and its provider terms are appropriate for confidential, privileged, personal, regulated, export-controlled, or contractually restricted information.
Do not submit information if law, professional duties, a client agreement, court order, protective order, source license, or other obligation prohibits the processing described in these Terms and the Privacy Policy. You should keep an independent copy of material that you need to preserve.
AI routing, Model Providers, and provider terms
Unless a specific enterprise agreement states otherwise, AI requests from the Service route through OpenRouter. A “Model Provider” is a model developer, model operator, inference host, or endpoint provider that processes an AI request. OpenRouter transmits each request to the Model Provider selected by us or through automated routing, and you authorize Of Counsel AI to select, use, replace, and route requests through those Model Providers.
The Model Provider may vary from request to request. Requests may be routed automatically among eligible providers or retried through fallback providers based on model availability, capability, quality, cost, reliability, safety, data-policy settings, and other operational factors. More than one provider may process a request if a retry or fallback occurs, but not every provider receives every request. We do not guarantee access to a particular model, version, provider, or endpoint unless a specific enterprise agreement expressly makes that commitment.
The Model Providers eligible for use may include any provider made available through OpenRouter, including providers added, removed, renamed, or substituted after these Terms take effect. OpenRouter maintains its current provider directory, provider data-policy directory, and links to provider-specific terms. Those live directories identify the provider ecosystem and provider terms that may apply to a request.
Customer Content sent for AI processing may be transmitted to OpenRouter and the Model Provider selected for that request. Provider terms and practices vary, including with respect to prohibited uses, customer eligibility, ownership or use of outputs, retention, human review, safety monitoring, model training, and processing location. A provider’s policy may also differ by endpoint. You agree to comply with provider terms that apply to your use of a model and any restrictions we are required to pass through.
Where available, we may configure provider-routing, data-policy, or zero-retention controls. Unless a specific enterprise agreement expressly states otherwise, we do not promise that every request will use a zero-data-retention endpoint, that a provider will not retain or use inputs and outputs under its terms, or that processing will occur in a particular country. If no eligible provider can fulfill a request under applicable restrictions, the request may fail.
Model and provider terms, availability, and data practices may change without our control. We may restrict or stop access to a model or provider to comply with provider requirements, law, safety needs, or operational needs. As between you and Of Counsel AI, these Terms govern the Service; provider-specific terms govern the provider’s model or endpoint to the extent they are required to apply.
AI-assisted and other outputs
The Service may produce extracted terms, summaries, relevance explanations, proposed updates, citations, classifications, risk assessments, or other outputs based on Customer Content, public sources, third-party material, and automated processing. Outputs may be incomplete, incorrect, outdated, duplicative, non-unique, or unsuitable for a particular purpose. The same or similar output may be generated for another user.
You must review outputs before use. Of Counsel AI does not promise that the Service will identify every provision, risk, or legal development; predict every client or counterparty concern; reproduce a person’s voice exactly; or generate text that can be used without editing. The Service does not send communications or make decisions for you unless a separate, expressly documented feature and authorization provide otherwise.
Your rights in outputs may be affected by applicable law, the rights of others, source restrictions, and Model Provider terms. You are responsible for determining whether and how an output may be used.
Legal sources, processors, and other third parties
The Service may link to or process judicial opinions, statutes, regulations, agency material, publications, and other third-party sources. Those materials remain subject to their own terms, rights, availability, and official status. A citation or link does not mean that Of Counsel AI controls or endorses the source.
The Service relies on processors, subprocessors, and other providers for identity and access management; hosting, storage, databases, and content delivery; billing and fraud prevention; communications and support; security, monitoring, analytics, and abuse prevention; document parsing and extraction; and AI routing, inference, evaluation, and model services. These providers may change as the Service evolves. A specific enterprise agreement or data-processing agreement may provide additional subprocessor terms or restrictions.
Your direct use of a third-party service is governed by that provider’s terms. Of Counsel AI is not responsible for a third party’s service, content, availability, or independent acts except to the extent responsibility cannot lawfully be excluded or is expressly accepted in a signed agreement.
Acceptable use and provider restrictions
You must comply with our Acceptable Use Policy, applicable Model Provider terms, and all applicable laws, court rules, professional obligations, source restrictions, and third-party rights.
You may not misuse the Service; interfere with its operation or security; bypass access, geographic, provider, rate, safety, or usage controls; access another customer’s data; submit unlawful, malicious, harmful, or unauthorized content; use outputs to mislead others about their source or review status; scrape the Service; or use the Service to build or train a competing product except where applicable law expressly permits the activity notwithstanding this restriction.
You may not submit malware, child sexual abuse material, content that unlawfully violates another person’s privacy or intellectual-property rights, or material prohibited by a Model Provider whose service is used for the request. We may reject, quarantine, restrict, preserve, or delete content and suspend access when reasonably necessary to investigate or address a violation, security risk, legal obligation, or threat of harm.
Privacy and data processing
Our Privacy Policy describes the categories of personal information and Customer Content we collect, how documents and AI records are stored and used, when information is disclosed to service providers and Model Providers, and the choices available to individuals.
Deployment-specific providers, retention, processing locations, security commitments, and data-processing terms may be described in a specific enterprise agreement, order form, data-processing agreement, security response, or other written agreement. If you submit personal information for another person, you are responsible for providing legally required notices and instructions.
Plans, fees, billing, and taxes
Fees, billing intervals, usage or coverage limits, renewal terms, and cancellation rights appear in the applicable checkout, order form, pilot agreement, or other purchasing document. You authorize the applicable payment processor to charge the payment method provided for amounts due under that purchase and to provide us transaction, purchaser, and payment-status information.
Fees exclude taxes unless expressly stated otherwise. You are responsible for applicable taxes other than taxes based on Of Counsel AI’s net income. We may change future pricing or packaging on notice, but a change does not retroactively alter a signed order term.
Except where law or the applicable purchasing document provides otherwise, fees already paid are nonrefundable. Failure to pay an undisputed amount when due may result in suspension or termination after any required notice or cure period.
Electronic communications
You agree that we may send operational communications electronically, including one-time sign-in links, account notices, security alerts, policy updates, billing messages, and Service-related email. You are responsible for keeping account contact information current.
Where we send optional marketing communications, you may unsubscribe using the instructions in the message. Opting out of marketing does not prevent operational or transactional communications needed to provide the Service.
Ownership and license
Of Counsel AI and its licensors retain all rights in the Service, including its software, design, taxonomies, workflows, documentation, and original materials. Public legal authorities, Customer Content, Model Provider materials, and other third-party materials remain subject to their respective rights and terms.
Subject to these Terms and the applicable plan, Of Counsel AI grants you a limited, nonexclusive, nontransferable, revocable right to access and use the Service for your internal professional or business purposes. You may use and edit outputs for those purposes, subject to applicable law, professional duties, source restrictions, Model Provider terms, and third-party rights.
You may not resell or sublicense the Service, copy a substantial portion of it, remove ownership notices, reverse engineer it except where applicable law prohibits that restriction, or use it to create a competing service.
Feedback and de-identified information
If you voluntarily provide suggestions or feedback about the Service, you grant Of Counsel AI a perpetual, worldwide, royalty-free right to use that feedback without restriction or compensation. This does not transfer ownership of Customer Content or permit us to identify confidential customer information publicly.
We may create and use aggregated or de-identified information for analytics, evaluation, research, safety, and product improvement where the information cannot reasonably identify an individual. We will not attempt to re-identify information treated as de-identified except to test whether de-identification measures are effective or as permitted by law.
Suspension, termination, and content retention
You may stop using the Service at any time. Cancellation of a paid plan takes effect as stated in the applicable purchasing document. We may limit or suspend access to protect the Service or another customer, comply with a Model Provider restriction, respond to law or legal process, address nonpayment, prevent harm, or investigate a suspected breach.
We may terminate access for a material breach that remains uncured after any required notice, or immediately where continued access creates a security, legal, provider, or operational risk. Ending access does not necessarily delete Customer Content. Information is retained or deleted under the Privacy Policy, applicable law, and any signed customer agreement. Market Sense uploads and reports are not automatically deleted merely because checkout is incomplete or use stops.
Terms concerning accrued payment obligations, Customer Content permissions for retained records, ownership, disclaimers, liability limits, indemnification, disputes, and provisions that by their nature should continue will survive termination.
Disclaimers
To the maximum extent permitted by law, the Service, sources, models, and outputs are provided “as is” and “as available.” Of Counsel AI disclaims implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.
We do not warrant that the Service, a provider, or a model will be uninterrupted, available, secure, or error-free; that every contract term, risk, or legal development will be identified; that source material is complete, current, or official; or that an output is accurate, unique, legally sufficient, or suitable for a particular contract, client, matter, decision, or jurisdiction.
Of Counsel AI does not control and makes no warranty about a Model Provider’s data handling, retention, training, security, intellectual-property practices, or performance. Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to you.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable under these Terms for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or data, even if advised that those damages were possible.
Except for liabilities that cannot lawfully be limited and any different limit in a signed agreement, Of Counsel AI’s aggregate liability arising out of or relating to the Service or these Terms will not exceed the amount the customer paid for the Service during the twelve months immediately before the event giving rise to the claim.
The limitations in this section apply to the extent permitted by law and regardless of the legal theory asserted. They also apply to claims arising from a third-party source, service, model, endpoint, or Model Provider to the extent permitted by law.
Indemnification
To the extent permitted by law, you will defend, indemnify, and hold Of Counsel AI and its personnel harmless from third-party claims, damages, and reasonable costs arising from your Customer Content, your instructions, your material breach of these Terms or applicable Model Provider terms, your unlawful use of the Service, or your violation of another person’s rights. This obligation does not apply to the extent a claim results from Of Counsel AI’s breach of these Terms, gross negligence, or willful misconduct. A signed agreement may replace or modify this section.
Changes, disputes, and general terms
We may update these Terms as the Service, provider ecosystem, or legal requirements change. We will revise the “Last updated” date and provide additional notice when required by law. Changes will not retroactively alter a signed order term. Continued use after updated Terms take effect constitutes acceptance where permitted by law.
The contracting entity, governing law, venue, and any agreed dispute-resolution process are identified in the applicable signed agreement. If no signed agreement applies, governing law and forum will be determined under applicable law.
If a provision is unenforceable, it will be modified only to the extent needed to make it enforceable, and the remaining provisions will continue. A failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent, except as part of a permitted transfer of substantially all relevant business assets. We may assign these Terms in connection with a financing, reorganization, merger, acquisition, or sale of assets.
These Terms, the Privacy Policy, the Acceptable Use Policy, provider terms applicable to the selected model or endpoint, and any applicable signed agreement form the entire agreement concerning the Service and supersede prior discussions on that subject.
Contact and legal notices
Questions or notices concerning these Terms may be sent to hello@ofcounsel.ai. If a signed agreement identifies a different notice method or address, that method controls for notices under that agreement.