Terms of Use

2nd Chair Site and Platform Terms of Use Agreement

Welcome, and thank you for your interest in 2nd Chair LLC ("2nd Chair," "we," "us," or "our"). 2nd Chair provides a cloud AI platform to help users conveniently manage and keep track of legal documents and research. This "2nd Chair Site and Platform Terms of Use Agreement" (the "Terms of Use" or "Terms") is applicable to all services provided through our platform, including all available features thereof (the "Platform"), the website on which the Platform is hosted (www.2ndchair.ai) (the "Site") or the use or accessing thereof (collectively, the "Services"), and any other websites, platforms, or applications that are owned and operated by 2nd Chair on which these Terms of Use are posted.

Please make sure to also review the 2nd Chair Site and Platform Privacy Policy ("Privacy Policy"). This will help you understand our privacy practices and make informed decisions when using our Platform, Site, and Services. Our Privacy Policy and related documents regarding our privacy and security practices can be found in the 2nd Chair Trust Center located at: https://trust.2ndchair.ai/.

These Terms of Use, together with the Privacy Policy, create a legal contract between you ("you", "your", and "user") and 2nd Chair regarding your use of the Platform, the Site, and the Services. Collectively, the Terms of Use and Privacy Policy shall be referred to hereafter as the "Agreement."

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. YOU ACKNOWLEDGE THAT, BY CLICKING "I AGREE TO THESE TERMS OF USE" AT THE BOTTOM OF THIS PAGE, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS IN THIS AGREEMENT.

PLEASE NOTE THAT THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER. BY AGREEING TO BINDING ARBITRATION YOU WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER APPLICABLE LAW, YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIMS.

1. Description of Platform. 2nd Chair operates the Platform to enable users to gather, store, analyze and retrieve information associated with or included in legal, academic, scientific, or related documents for purposes of, among others, research, analysis, and information processing. As you voluntarily upload documents such as journal articles, business documents, discovery information, or reports on the Platform, our system will assist you in analyzing and reviewing such information in your account.
2. Modification of Terms. 2nd Chair reserves the right, in its sole discretion, to change, modify, add, remove, or otherwise alter these Terms at any time. We will make a reasonable effort to provide notice to you of such modifications, such as by posting a notice on the Platform, and such amended terms will be effective against you when we have posted such notice and the effective date. Please note that changes made for legal reasons will be effective immediately. Accordingly, you should review the Platform and these Terms regularly to keep yourself apprised of any changes. If you continue to use or access the Platform or the Services following any modifications under this Section, you will be deemed to have read, understood, and agreed to be bound by such new terms and conditions.
3. Platform Access License. 2nd Chair grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and make commercial and noncommercial use of the Platform. Under this license, you may not directly or indirectly:
   • modify or decompile any portion of the Platform or Site;
   • make any unauthorized commercial or non-commercial use of the Platform;
   • make any derivative use of or create any derivative works based on the Platform or any portions thereof;
   • use or perform any kind of data mining, bots, or data gathering and extraction tools;
   • reproduce, duplicate, copy, sell, resell, or otherwise exploit for any purpose whatsoever, whether commercial or non-commercial, the Platform, Site, or any portions thereof, without 2nd Chair's express prior written consent and otherwise in violation of these Terms;
   • use any meta tags or any other "hidden text" utilizing our name or trademarks without our express prior written consent.

Please note that any unauthorized uses, whether listed herein or otherwise, shall be cause for the automatic termination, without further notice, of any permissions and/or licenses granted by us to you under these Terms.

4. Prohibited Conduct. In addition to the above, you are expressly prohibited from any conduct that may: (1) threaten the security, integrity, or availability of the Platform and any portion or functionality thereof; (2) provide or facilitate access to the Platform by unauthorized users, parties, or services; and/or (3) result in unauthorized or prohibited duplication, transmission, or exposure of the Platform (as defined below). You shall not use the Platform in violation of these Terms of Use, or any applicable local, state, national, or international law or regulation. Nor shall you use the Platform in a manner which threatens the security, stability, or integrity of the Platform or networks connected to the Platform ("Service Network"). Without limiting the foregoing, you further acknowledge and agree that you will not take any action to directly or indirectly:
   • use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code," or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Platform, any data or content found on or accessed through the Platform or Site;
   • introduce viruses, trojans, worms, logic bombs, or other material that may be malicious or harmful to the Platform or Site;
   • attack, impair, hinder, or otherwise prevent the proper functioning of the Platform or Site via a denial-of-service attack or a distributed denial-of service attack, or similar methods (a breach of this provision would commit a criminal offense and we will report any such breach to the relevant law enforcement authority(ies) and we will cooperate with those authorities by disclosing your identity to them, and in the event of such a breach, your right to use the Platform will cease immediately);
   • violate any measure employed to limit or prevent unauthorized access to the Platform or otherwise obtain or attempt to obtain through any means any content, functionality, or other information which has not been intentionally made available to you either by visible display on the Platform or Site or access through a visible link on the Platform or Site;
   • decompile, reverse engineer, or otherwise attempt to obtain the source code of the Platform;
   • attempt, in any manner to gain unauthorized access to the Service Network, attempt to gain unauthorized access to our Platform, the server on which our Sites are stored, or any server, computer or database connected to our Service Network, or otherwise violate the security of the Service Network or access encrypted codes;
   • interfere with or disrupt (or attempt to interfere with or disrupt) the proper working of the Platform or Service Network, or violate any requirements, procedures, policies or regulations of the Service Network;
   • take or attempt any action that, in the sole discretion of 2nd Chair, imposes or may impose an unreasonable or disproportionately large load or burden on the Service Network, disrupt the normal flow of data, or threaten the stability of the Platform or Service Network; or
   • engage in any conduct which, in 2nd Chair's sole discretion, may diminish the commercial value of the Platform, infringes any proprietary rights in the Platform, harms or detracts from the reputation, whether commercial or otherwise, of the Platform, or otherwise violates these Terms.
5. Subscription Fees. If you choose to purchase one or more of the Services provided via the Platform, you are responsible for payment of the subscription fees for your account, at the rate specified on our Pricing page, available at https://www.2ndchair.ai/pricing/. A free Trial Plan is available for two weeks by providing account information, but no payment is required. By signing up for a monthly subscription, you agree that you will provide complete and accurate billing information, including a valid payment method, your name, address and telephone number, and to provide us with any changes in such information within 10 days of the change. Paid periodic subscriptions will be automatically charged via your provided payment method on each agreed-upon periodic renewal date until cancelled. You acknowledge that you will be responsible for any and all applicable taxes, and 2nd Chair will charge tax when required.

   If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until full payment is received. Failure to pay 2nd Chair all amounts owed when due may result in suspension or termination of Your access to the Services in accordance with our suspension and termination provisions below. 2nd Chair reserves any other rights of collection it may have.

6. Pricing Changes. 2nd Chair may change its pricing from time to time. For any increase in subscription prices, we will give you at least 30 days' notice before such price increases will take effect. If you do not agree to continue with the price increase then you may cancel as described below prior to your next renewal. If you do not cancel then you will be deemed to accept the price increase.
7. Cancellation. You can cancel your paid subscription at any time via your account page and your account will remain available for use until the next payment period would have occurred. Payments are non-refundable and non-proratable except where required by law. These Terms are subject to any mandatory local laws regarding your cancellation rights that may apply and do not override such laws.
8. Suspension. You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to our Services or delete your account at our sole discretion if we determine that:
   • You have breached these Terms of Use or engaged in Prohibited Conduct; or
   • We must in order to be compliant with applicable laws or have a specific legal obligation to do so, such as a court order; or
   • We find that your use of our Services could cause risk or harm to 2nd Chair, its customers or any other persons.

   We also reserve the right at 2nd Chair's sole discretion to terminate your account if it has been inactive for multiple billing periods and you do not have a paid account. If we do so, we will provide you with advance notice. If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting our Support team at support@2ndchair.ai.

9. Communications. 2nd Chair may contact you via the contact information or through information you provide by initiating contact (e.g., through a "Sign up for updates" or "Contact Us" feature of the Platform). By providing such contact information, you give permission to receive communications from 2nd Chair via that contact information. We may use your email address to send you information about the 2nd Chair Platform, Site, or Services. You may opt-out of such email by clicking the unsubscribe or opt-out feature at the bottom of emails or other marketing materials or by contacting us at unsubscribe@2ndchair.ai.

   Please understand that your opt out selection will apply to marketing communications and you will continue to receive communications from us related to your account, the Platform and the Site operations and security.

10. Intellectual Property. "Intellectual Property Rights" for purposes of this Agreement means any and all intellectual property rights worldwide arising under statutory or common law, and whether or not perfected, including, without limitation, all (i) patents, patent applications, and patent rights; (ii) rights associated with works of authorship including copyrights, copyright applications, and copyright registrations; (iii) rights relating to the protection of trade secrets and Proprietary Information, as defined below; (iv) rights relating to trademarks, trademark applications, trade names, service marks; (v) any other proprietary rights relating to intangible property; (vi) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired; and (vii) all goodwill associated with any of the foregoing.

    All right, title, and interest in and to the Platform and Intellectual Property Rights, are and will remain exclusively with 2nd Chair. You acknowledge and agree that the Platform may contain material which is proprietary and confidential, and may constitute confidential information ("Proprietary Information"), including but not limited to text, graphics, documents, documentation, compilations of documents, logos, icons, images, and the arrangement and compilation of such content, computer programs, documentation, and information of or containing proprietary information relating to the computing programs, is protected by applicable U.S. and/or international copyright, patent, and/or trade secret laws and other laws. Regarding computer programs such as those that are part of the Platform, you expressly agree that you will not directly or indirectly decompile, disassemble, or otherwise reverse engineer such computer programs or cause or enable others to do so. Except as expressly permitted by prior written consent from 2nd Chair, you shall not copy, modify, rent, lease, loan, sell, distribute, repost, publicly display, use for any commercial purposes, or create derivative works based on the Platform, in whole or in part.

    Trademarks. Nothing herein shall constitute a license for you to use 2nd Chair's trademarks, services marks, trade names, or logos, without the prior written consent of 2nd Chair.

    Copyright. All content and software code in the Platform, Site(s), and/or Services are the Copyrighted materials of 2nd Chair LLC, © 2024 2nd Chair LLC. Nothing in these Terms shall be deemed to constitute or be construed as a license for you to use any of 2nd Chair's copyrighted and proprietary materials, including source code, written content, visual or photographic content provided by 2nd Chair or other copyrightable design elements without the prior written consent of 2nd Chair.

    All materials which may be the subject of copyrights and which are provided by or uploaded to the Platform by you or other users, such as screenshots, documents, compilations of documents, spreadsheets, text, and images shall remain yours and you shall be and remain the sole and exclusive copyright holder thereof. By uploading any material subject to copyright, you represent that you are the owner or authorized licensee of such copyrighted material with full authority to grant to 2nd Chair LLC a perpetual, revocable license to store such materials on your behalf for use, access, copy, or view in the Platforms, as well as for 2nd Chair to use for research, training, and service improvement purposes or otherwise as you have permitted, indicated in and in compliance with the Privacy Policy, the 2nd Chair Statement on AI Data Use Practices, and these Terms.

11. Third-Party Apps, Products, and Services; Links. Any links to third-party websites which may be found on the Platform or Site do not constitute an endorsement by 2nd Chair of the third-party website, products, or services. Your use of third-party websites and resources is at your own risk, and you acknowledge that 2nd Chair shall not be responsible in connection therewith.
12. Term and Termination. These Terms shall remain in full force and effect while you use the Platform unless your access to the Platform is terminated as provided in these Terms. In the event of termination, you may no longer use the Platform and the license hereunder to such shall terminate, as well. 2nd Chair, in its sole discretion, may terminate your access and use of the Platform immediately at any time, for any reason, with no penalty, and at such time you will have no further right or license to use the Platform. 2nd Chair reserves the right to delete data associated with a terminated account.
13. Indemnity. You agree, to the maximum extent not prohibited by applicable law, to indemnify and hold 2nd Chair and its subsidiaries, affiliates, officers, directors, agents, employees, as well as their successors and assigns, harmless from all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys' fees, made by any third party due to or arising from or in connection with (i) your use of the Platform, Site, or Services; (ii) your breach of these Terms, including the foregoing representations, warranties, and covenants; (iii) or any term of any document it incorporates by reference; or (iv) your violation of any law, any contract or the rights of a third party, including without limitation, attorneys fees, and costs.
14. DISCLAIMERS; NO WARRANTIES THE 2ND CHAIR PLATFORM, SITE, SOFTWARE, AND ANY OTHER PRODUCTS OR SERVICES MADE AVAILABLE TO YOU THROUGH THE PLATFORM OR SITE ARE PROVIDED ON AN "AS IS", "AS AVAILABLE," AND WITH ALL FAULTS BASIS. TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER APPLICABLE LAW, 2nd Chair LLC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AVAILABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, 2nd Chair LLC PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATION, SYSTEM, OR SERVICES, OR COMPUTING DEVICE, OR OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM 2nd Chair LLC OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, DOCUMENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM.

YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL APPLICABLE ETHICAL AND/OR PROFESSIONAL DUTIES AND OBLIGATIONS TOWARD YOUR CLIENTS, CUSTOMERS, AND OTHER THIRD PARTIES; 2ND CHAIR DOES NOT REPLACE YOU IN YOUR PROFESSIONAL CAPACITY AND NONE OF ITS SERVICES ARE TO BE INTENDED AS SUBSTITUTES FOR HUMAN DECISION-MAKING AND/OR ANALYSIS. ACCORDINGLY, YOU SHALL BE SOLELY RESPONSIBLE FOR ALL THE DECISIONS AND ACTIONS YOU TAKE, INCLUDING BUT NOT LIMITED TO ACTIONS OR DECISIONS BASED ON DATA OR INFORMATION RESULTING FROM OR ASSOCIATED WITH YOUR USE OF THE PLATFORM.

2ND CHAIR'S PRODUCTS CONDUCT AN ANALYSIS OF THE DATA AND CONTEXT YOU PROVIDE, AND SUCH RESULTS MAY BE LIMITED BY THE COMPLETENESS OR ACCURACY OF THE DATA OR CONTEXT YOU PROVIDE IT TO ANALYZE. YOU SHOULD NOT RELY ON THESE SERVICES FOR SPECIFIC MEDICAL, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. ANY CONTENT REGARDING THOSE TOPICS IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL REVIEWING YOUR SPECIFIC CIRCUMSTANCES. CHAIR PRODUCT RESULTS PROVIDE A SUMMARY AND ONE POSSIBLE INTERPRETATION OF SUCH DATA.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

15. LIMITATION OF LIABILITY AND DAMAGES. EXCEPT AS SET FORTH HEREIN, 2ND CHAIR LLC AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AS WELL AS THEIR SUCCESSORS AND ASSIGN, SHALL NOT BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY ARISING FROM NEGLIGENT ACTIONS OR INACTIONS ARISING FROM OR RELATED TO ANY LOSS DUE TO PERSONAL INJURY, PROPERTY DAMAGE, ANY LOSS OF PROFITS, SAVINGS, OR GOODWILL, LOSS OR INACCURACY OF DATA, OR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS, COST, EXPENSE (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) THAT RESULT FROM YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO YOUR INABILITY TO USE THE PLATFORM FOR ANY REASON (E.G., ANY INTERRUPTION OF SERVICE, COMPUTER VIRUS) FOR USE OF THE PLATFORM, EVEN IF 2nd Chair LLC OR AN AUTHORIZED REPRESENTATIVE OF 2ND CHAIR LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
16. Operation and Record Retention. 2nd Chair reserves the sole and total discretion with respect to decisions about the operation of the Platform, Site, and Services. 2nd Chair may, among other things, withdraw, suspend, or discontinue any functionality or feature of the Platform. 2nd Chair is not responsible for transmission errors, or any corruption or compromise of data carried over local or interchange telecommunication carriers. Except as specified above, 2nd Chair is not responsible for maintaining data arising from or associated with the use of the Platform. 2nd Chair reserves the right to maintain, delete or destroy all communications.

    We will use, disclose, delete or retain your personal information only for as long as necessary to fulfill the purposes for which that personal information was collected and as permitted or required by applicable law and otherwise in compliance with our Privacy Policy and associated documents. Deletion requests will be honored within a reasonable timeframe and as required by applicable law. See our Privacy Policy for more details.

17. Class Action Waiver. YOU AND 2ND CHAIR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
18. Dispute Resolution. In the case of any dispute, you agree to make a good faith effort to resolve via informal resolution, which if unsuccessful, will be followed by binding arbitration in Seattle, King County, State of Washington unless otherwise agreed between the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

    Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction, in accordance with Section 16, below.  The Parties agree that any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party.

19. Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Washington, without regard to the choice of law provisions thereof. Any legal suit, action, or proceeding arising out of or related to these Terms after the exhaustion of all efforts required by Section 15 may be instituted solely and exclusively in the state or federal courts located in Seattle, King County, State of Washington. You hereby waive any and all objections to the exercise of jurisdiction over you by such courts and venue in such courts. Any cause of action or claim you may have with respect to the use of the Platform must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable. To the fullest extent not prohibited by law, each Party to these Terms waives its or his or her right to a jury trial with respect to any dispute or other controversy arising from hereunder or your use of or access to the Platform.
20. Miscellaneous.

    Waiver. The failure of 2nd Chair to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of the Terms shall be effective only if in writing and signed by 2nd Chair.

    Severability. If any provision of the Terms is held to be unlawful, void, or for any reason unenforceable, then that provision shall be limited or eliminated from the Terms to the minimum extent necessary and shall not affect the validity and enforceability of any remaining provisions.

    Assignment. The Terms and any rights and licenses granted hereunder may not be transferred or assigned by you without 2nd Chair's prior written consent, but may be assigned by 2nd Chair without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.

    Survival. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 2, 3, 5, 6, 8-16.

    Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and shall not be deemed to limit or affect any of the provisions hereof.

    Entire Agreement. The Terms and the Privacy Policy constitute the entire agreement between you and 2nd Chair relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to the Terms or Privacy Policy made by 2nd Chair as set forth herein.

    Contact Information. Questions or inquiries regarding these Terms should be directed to: terms@2ndchair.ai.