Everlaw Evaluation Agreement

This Evaluation Agreement (this “Evaluation Agreement”) forms a part of the agreement (the “Terms of Service”) between the customer (“Customer”) and Everlaw for use of the Everlaw service (the “Service”) and governs Customer’s evaluation of one or more generative artificial intelligence based features available for 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 Terms of Service.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 Customer or enabling the Beta Product in the Service, you represent that you are authorized to bind such Customer to this Evaluation Agreement. Capitalized terms used but not defined in this Evaluation Agreement will have the meanings given to them in the Terms of Service.

1. Evaluation: This Evaluation Agreement commences on the Effective Date and terminates as stated in Section 10 (Term and Termination) (the “Evaluation Period”). During the Evaluation Period, Everlaw will provide Customer and their authorized users with non-exclusive access to the Beta Products. Customer and authorized users may use the Beta Products solely for Customer’s own internal business purposes.

2. Inputs and Outputs. Customer is responsible for any information or content that it or its authorized users 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. Customer acknowledges 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. Customer grants Everlaw a worldwide, limited, non-exclusive, royalty-free license to use Input and Output to provide the Service to Customer and authorized users and to support, manage, and improve the Service, subject to the confidentiality obligations in the Terms of Service. Customer will not, and will direct authorized users 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.

3. Feedback. Customer will provide Everlaw with ideas, suggestions, feedback, recommendations, or improvements pertaining to the evaluation of the Beta Products (collectively, “Feedback”). Customer 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 Customer. Everlaw will treat personal information within the Feedback in accordance with Everlaw’s Privacy Policy (available at https://www.everlaw.com/privacy/).

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

5. Data Protection. To the extent Customer’s Case Materials are subject to any applicable privacy law and are processed by Everlaw on Customer’s behalf in connection with the Beta Products, Everlaw and Customer agree to the terms of the Data Processing Addendum (available at https://www.everlaw.com/legal/customer-data-processing-addendum/) or the data processing addendum that is applicable to Customer’s Terms of Service (the “DPA”). This Evaluation Agreement constitutes Customer’s instructions to process personal data protected by applicable privacy law in order to provide, evaluate, and improve the Service.

6. Use of AI Providers. Subject to Everlaw’s confidentiality obligations in the Terms of Service, Customer agrees that Case Materials may be sent to third party AI service providers, as notified to you 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.

7. Sub-processing. For purposes of this Evaluation Agreement, Customer agrees that the following is added to the DPA 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.

8. 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 Customer’s 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.

9. Limitation of Liability. Except for its obligations under the DPA between Everlaw and Customer, 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 Terms of Service between Everlaw and Customer for use of the Service.

10. 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.

11. Survival. Sections 2 (Inputs and Outputs), 3 (Feedback), 4 (Marketing), 5 (Data Protection), 6 (Use of AI Providers), 7 (Sub-processing), 8 (Disclaimer), 9 (Limitation of Liability), 11 (Survival), 12 (Conflicts) and 13 (Governing Law) will survive the end of this Evaluation Agreement.

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

13. 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 Terms of Service with Everlaw has different terms regarding governing law than stated in this Section, then those terms will apply to this Evaluation Agreement.