Everlaw Evaluation Agreement (Partners)

This Evaluation Agreement (Partners) (this “Evaluation 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 “Beta Product”). For the avoidance of doubt, Beta Products are part of the Service but are subject to the terms of this Evaluation Agreement and the Reseller Agreement. This Evaluation Agreement is effective on the date you first electronically consent to this Evaluation Agreement (the “Effective Date”). By consenting to this Evaluation Agreement on behalf of a Reseller or enabling the Beta Product in the Service, you represent that you are authorized to bind such Reseller to this Evaluation Agreement. Capitalized terms used but not defined in this Evaluation Agreement will have the meanings given to them in the Reseller Agreement.

1. Evaluation. This Evaluation 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 Beta Products. Reseller may use the Beta 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 Beta 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 Evaluation 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 Evaluation 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 Beta Products (“Inputs”) as well as for the use of any information or content generated by the Beta Products (“Outputs”). Inputs and Outputs are part of Customer’s Case Materials. Reseller acknowledges, and will ensure its Customers acknowledge, that the Beta 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 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 Beta 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 Beta 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 Everlaw Evaluation Agmt (Partners) (July 2023) 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 seeks 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 Beta Products, Everlaw and Reseller agree to the data processing addendum that is applicable to the Reseller Agreement (the “DPA”). This Evaluation 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 Evaluation 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 third party AI service providers, as notified to Reseller from time to time. 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 Evaluation Agreement, Reseller agrees, and represents that any Customer accessing the Beta Products agrees, that the following is added to the DPA as a sub-processor:

ENTITY NAME	FUNCTION
OpenAI, L.L.C. (“OpenAI”)	Artificial intelligence service provider

OpenAI will not retain any Case Materials and will not use Case Materials to train its AI tool or models.

9. Disclaimer. Beta 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. Beta 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 Beta Products or any Outputs. BETA 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 Evaluation 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 Evaluation 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 Evaluation Agreement will terminate on the earlier of (1) the applicable Beta 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 Evaluation Agreement.

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

14. Governing Law. This Evaluation 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 Evaluation 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 Evaluation Agreement.