Everlaw Early Access Agreement (Partners)

This Early Access Agreement (Partners) (this “Early Access Agreement”) forms a part of the agreement (the “Reseller Agreement”) between the reseller (“Reseller”) and Everlaw for Reseller’s right to market and sell access to the Everlaw service (the “Service”) and governs Reseller and its customers’ (“Customers”) evaluation of one or more generative artificial intelligence based features available for Reseller’s or the relevant Customer’s active enablement on the Service (each such feature, a “Early Access Product”). For the avoidance of doubt, Early Access Products are part of the Service but are subject to the terms of this Early Access Agreement and the Reseller Agreement. This Early Access Agreement is effective on the date you first electronically consent to this Early Access Agreement (the “Effective Date”). By consenting to this Early Access Agreement on behalf of a Reseller or enabling the Early Access Product in the Service, you represent that you are authorized to bind such Reseller to this Early Access Agreement. Capitalized terms used but not defined in this Early Access Agreement will have the meanings given to them in the Reseller Agreement.

1. Evaluation. This Early Access Agreement commences on the Effective Date and terminates as stated in Section 11 (Term and Termination) (the “Evaluation Period”). During the Evaluation Period, Everlaw will provide Reseller with non-exclusive access to the Early Access Products. Reseller may use the Early Access Products solely for the benefit of the business activities of its Customers, and not for its own internal business purposes (unless it enters or has entered into a separate subscription agreement with Everlaw permitting such use).

2. Customer Agreements. Before a Customer may access or use the Early Access Products, Reseller has or will enter into a written agreement with such Customer that complies with applicable laws, notifies Customer of the material terms of this Early Access Agreement including Section 7 (Use of AI Providers) and Section 8 (Sub-Processing) and is at least as protective of Everlaw and its rights and technology as this Early Access Agreement and the Reseller Agreement.

3. Inputs and Outputs. As between Everlaw and Reseller, Reseller is responsible for any information or content that it or its Customers upload or submit to the Early Access Products (“Inputs”) as well as for the use of any information or content generated by the Early Access Products (“Outputs”). Inputs and Outputs are part of Customer’s Case Materials. Reseller acknowledges, and will ensure its Customers acknowledge, that the Early Access Products may generate inaccurate or unreliable content and therefore should not be relied on for legal advice or to make decisions regarding legal matters. Reseller grants Everlaw a worldwide, limited, non-exclusive, royalty-free license to use the Input and Output to provide the Service to Customer and authorized users to support, manage and improve the Service, subject to the confidentiality obligations in the Reseller Agreement. Reseller will not, and will direct its Customers not to, represent that Output from Early Access Products was human-generated. For the avoidance of doubt, prompts, or any portion of a prompt, developed by Everlaw is Everlaw data.

4. Feedback. Reseller will provide Everlaw with ideas, suggestions, feedback, recommendations, or improvements pertaining to the evaluation of the Early Access Products (collectively, “Feedback”). Reseller grants Everlaw a non-exclusive, perpetual, irrevocable, royalty-free license to use all Feedback in connection with Everlaw’s legitimate business purposes. Feedback is provided to Everlaw on an “as-is” basis without warranties of any kind. Everlaw will be entitled to use Feedback without any additional remuneration owed to Reseller. Everlaw will treat personal information within the Feedback in accordance with Everlaw’s Privacy Policy (available at https://www.everlaw.com/privacy/).

5. Marketing. Provided Everlaw receives Reseller’s prior written consent, Everlaw may: (1) include Reseller’s name and logo in a list of Everlaw partners or customers, online or in promotional materials; and (2) engage Reseller in other joint marketing such as partner or customer testimonials, public speaking events, and press/analyst interviews.

6. Data Protection. To the extent Customers’ Case Materials are subject to any applicable privacy law and are processed by Everlaw on Reseller’s behalf in connection with the Early Access Products, Everlaw and Reseller agree to the data processing addendum that is applicable to the Reseller Agreement (the “DPA”). This Early Access Agreement constitutes Reseller’s instructions to process personal data protected by applicable privacy law in order to provide, evaluate, and improve the Service and Reseller represents that it will provide all appropriate notice to individuals and obtain all necessary and valid consents, approvals, and authorizations to enable Everlaw to lawfully process such data for the purposes contemplated by this Early Access Agreement.

7. Use of AI Providers. Subject to Everlaw’s confidentiality obligations in the Reseller Agreement, Reseller agrees that Case Materials may be sent to our sub-processors. Our list of sub-processors may be updated from time-to-time with notice to you as required by the DPA. Input and Output will not be used by any AI service provider or other third party to train a generative AI model. Everlaw will not use Input or Output to train a generative AI model for general use through the Service.

8. Sub-processing. For purposes of this Early Access Agreement, Reseller agrees, and represents that any Customer accessing the Early Access Products agrees, that the following is added to the DPA as sub-processors:

ENTITY NAME	FUNCTION
Pinecone Systems, Inc.	Vector database to facilitate vector search features

9. Disclaimer. Early Access Products have not yet been publicly released and are offered for the sole purpose of testing and non-commercial evaluation and may be interrupted or discontinued at any time. To enable the use of a Early Access Product, Everlaw may also temporarily provision other prerequisite features. Everlaw may modify, suspend, or discontinue the Early Access Product and any such prerequisite features at any time in its sole discretion. Early Access Products may not perform at the level of a commercially available service, may not operate as expected, may be modified prior to release, and may not be subject to receive any of Everlaw’s support services. Everlaw assumes no responsibility or liability for Reseller or its Customers’ use of the Early Access Products or any Outputs. EARLY ACCESS PRODUCTS ARE, THEREFORE, OFFERED “AS IS” WITHOUT WARRANTY OF ANY KIND. EVERLAW DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE BY AGENTS OR EMPLOYEES OF EVERLAW MAY GIVE RISE TO A WARRANTY.

10. Limitation of Liability. Except for its obligations under the DPA between Everlaw and Reseller, Everlaw will not be liable under this Early Access Agreement for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages. Everlaw’s maximum aggregate liability under, arising out of, or relating to this Early Access Agreement will not exceed $100. The limitations of liability regarding the DPA will be the same as stated in the separate Reseller Agreement between Everlaw and Reseller.

11. Term and Termination. This Early Access Agreement will terminate on the earlier of (1) the applicable Early Access Product being made generally available by Everlaw; or (b) termination by either party for convenience upon 5 days written notice.

12. Survival. Sections 2 (Customer Agreements), 3 (Inputs and Outputs), 4 (Feedback), 5 (Marketing), 6 (Data Protection), 7 (Use of AI Providers), 8 (Sub-processing), 9 (Disclaimer), 10 (Limitation of Liability), 12 (Survival), 13 (Conflicts) and 14 (Governing Law) will survive the end of this Early Access Agreement.

13. Conflicts. In event of any conflict between the Reseller Agreement, the DPA, and/or the Early Access Agreement, the Early Access Agreement will control with respect to the subject matter.

14. Governing Law. This Early Access Agreement is governed by the laws of the State of California, excluding its conflict of laws principles. The exclusive venue for any dispute relating to this Early Access Agreement will be Alameda County, California. If your Reseller Agreement with Everlaw has different terms regarding governing law than stated in this Section, then those terms will apply to this Early Access Agreement.