Lawstronaut Group License terms

Schedule A - GROUP LICENSE TERMS

Version 1.0 – April 2025

These Group License terms (the “License Terms”) apply to your use of the Products if you have licensed a Product subject to a Group License from Lawstronaut FZCO (“Lawstronaut”). These License Terms are entered into by Lawstronaut, whose principal place of business is Dedicated desk 50-AMAKTABI, 18th Floor, Sheikh Rashid Tower, DWTC, Dubai, UAE P.O Box 333779 and Customer. These License Terms contain the general terms relating to Customer’s access to and use of the Products. The applicable Customer Order sets forth the Products pursuant to which Customer purchased the Group License.

By signing or otherwise indicating acceptance of these License Terms or downloading, accessing or using any Product, you, on behalf of Customer and its Group Members, are accepting and agreeing to be bound by these License Terms. If you are entering into these License Terms on behalf of a company, other legal entity or government agency, you represent that you have the authority to bind that entity to the terms and conditions of these License Terms. Capitalized terms used in these License Terms are defined in Section 14 of these License Terms.

1. GRANT OF LICENSE

This Agreement governs Developer’s rights to use and access the Lawstronaut API for the purpose of developing, implementing and Publishing Applications. Subject to Developer’s compliance with this Agreement and the Lawstronaut Developer Guidelines, including, without limitation, payment of all applicable fees, during the Term, Lawstronaut grants to Developer a non-exclusive, non-transferable, non-sublicensable, worldwide, limited, revocable right to and to allow an unlimited number of its Authorized Users to:

store, access, evaluate, use and reproduce the Products solely for Developer’s Internal Use;
develop Derivatives of the Content and use those Derivatives. Developer may process, modify, enhance, adapt and create Derivatives of the Content via formatting, editing, digitization, and/or data combination and use and reproduce the Derivatives for Developer’s Internal Use;
Develop, market or train a deep learning, artificial intelligence or machine learning Applications (existing of algorithms and/or software) using the Products;
use and make API Calls to the Lawstronaut API to access the Content, develop, implement and distribute Applications;
use, reproduce, distribute, and transmit Content to the extent necessary to format and display it through the Applications so that End Users can view and use the Content available on Lawstronaut API through Applications; and
market and sell Applications in accordance with this Agreement;
allow an unlimited number of its Authorized Users to provide advice or to provide implementation services to End Users using or based on the Products;
sublicense to its End Users the same rights granted to Developer Section 1.1 (a) and (b) to End Users, Authorized Users may exercise the rights granted in Section 1.1 (a) and (b), as applicable, only for its own Internal Use in connection with the applicable Project.

Developer is responsible for ensuring that its Authorized Users comply with this Agreement, and Developer is liable for the acts and omissions of its Authorized Users. If the Product includes links to websites and resources provided by Third Parties, Lawstronaut has no control over the content of those sites or resources, and Lawstronaut is not liable for any loss or damage that may arise from your use of those sites or resources.

2. SUBLICENSE RIGHTS TO GROUP MEMBERS

Customer may sublicense to its Group Members the same rights granted to Customer in Section 1 of these License Terms. Accordingly, each Group Member and its Authorized Users may exercise the rights granted in Section 1 of these License Terms for its own Internal Use. Customer is responsible for documenting each Group Member and Third Party to which it sublicenses the Products, and upon the request of Lawstronaut, Customer must provide the name and address of each Group Member to Lawstronaut.

Further, Customer is responsible for entering into a sublicense agreement with each Group Member that includes terms and conditions that are the same as these License Terms. Customer shall not and shall not let third parties use the Products in violation of these License Terms to directly or indirectly compete with Lawstronaut. Customer will ensure that each Group Member complies with these License Terms and will be liable for all acts and omissions of its Group Members relating to the Products or any violation of these License Terms; a breach of these License Terms by a Group Member or its Authorized Users is deemed to be a breach by Customer.

3. ADDITIONAL LICENSE RIGHTS FOR DEVELOPERS WHICH PROVIDE CONSULTANCY SERVICES

In addition to section 1 of these License terms and subject to Developer’s compliance with these License Terms and the applicable Developer Order, including, without limitation, payment of all applicable fees, during the Term, Lawstronaut grants to Developer a non-exclusive, non-transferable, limited Developer License to:

allow an unlimited number of its Authorized Users to provide advice or to provide implementation services to Project Members using or based on the Products;
sublicense to its Project Members the same rights granted to Customer in Section 1 of the License Terms, each Project Member and its Authorized Users may exercise the rights granted in Section 1 of the License Terms, as applicable, only for its own Internal Use in connection with the applicable Project.

Developer is responsible for documenting each Project Member to which it sublicenses the Products, and shall notify Lawstronaut of each new Project Member before allowing access to the Products. Further, Developer is responsible for entering into a sublicense agreement with each Project Member that includes terms and conditions that are the same as these License Terms. Developer will ensure that each Project Member complies with these License Terms and will be liable for all acts and omissions of its Project Members relating to the Products or any violation of these License Terms; a breach of these License Terms by a Project Member or its Authorized Users is deemed to be a breach by Developer. Developer shall not and shall not let third parties use the Products in violation of these License Terms to directly or indirectly compete with Lawstronaut. If the Developer uses the Developer License for the purposes of running a Pilot, it can only use the Products for one Project Member. Developer is not permitted to switch Project Members during a Pilot Term; if Customer wants to sublicense the Products to more Project Members than permitted under the license it purchased, Customer must purchase an additional Developer Order.

4. SUBSCRIPTION TERM AND TERMS

The Term of each Subscription Product will begin upon delivery of the Subscription Product to Customer unless terminated as set forth in Section 12 of these License Terms. Upon expiration of each one-year term, the Term will automatically renew and Customer will be invoiced for the applicable license fees under the Customer Order, unless Customer notifies Lawstronaut at least thirty (30) days prior to the end of the then current Term that Customer does not want to renew the license. The Pilot Term will be the term set out in the Developer Order and cannot be renewed. A Subscription Product entitles Customer to (1) organization account at Lawstronaut.com, which will allow up to the number of users to access the Developer Portal as set forth in the Order Confirmation form. Discounts will apply through the term of the agreement. Lawstronaut may decide at its sole discretion not to apply previously provided discounts upon renewal. Only user accounts at Lawstronaut.com allow Customer access to Products, download Products or Product updates and to receive notifications in relation to Products.

5. RESTRICTIONS

Customer recognizes and agrees that the Products are the property of Lawstronaut and contains valuable assets and proprietary information of Lawstronaut. Accordingly, except as expressly permitted in Sections 1 through 3 of these License Terms, Customer will not, and will not permit any Group Member, Third Party or Authorized User to:

Distribute, sublicense, rent, sell, lease or loan the Products or Derivatives to any Third Party;
Use the Products or Derivatives for the business needs of any Third Party, including without limitation, providing any services to any Third Parties;
Remove, bypass or circumvent any electronic or other forms of protection included on or with the Products;
Alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on the Products; or
Use the Products to directly or indirectly compete with Lawstronaut;
Train artificial intelligence, machine learning, deep learning algorithms and software which operates or produces outcomes in violation of applicable law including but not limited to Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence and amending Regulations (EC) No 300/2008, (EU) No 167/2013, (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144 and Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020/1828 (Artificial Intelligence Act).
Otherwise use or access the Product or any Derivative for any purpose not expressly permitted under these License Terms, including, without limitation, for Commercial Purposes.

6. OWNERSHIP

Developer acknowledges that: (a) the Content and Lawstronaut API is proprietary to Lawstronaut or its licensors and is protected by IP Rights and Developer does not acquire any rights of ownership in the Content; and (b) the only rights Developer has to the Content are the licenses in respect of the Content expressly granted under this Agreement. Nothing in this clause shall limit Developer’s IP Rights in any materials which may be incorporated in the Content. Developer will receive access to the Content and updates thereto through the Lawstronaut API. This access is conditional to Developer’s compliance with the Developer and API License Terms and the Developer License Terms.

7. ATTRIBUTION

Customer will not delete, alter, cover or distort any copyright, trademark or other proprietary rights notice placed by Lawstronaut on or in the Products and will ensure that all notices are reproduced on all copies. All Derivatives must include the following copyright notice on or adjacent to the Derivative: [Product] © [YEAR] Lawstronaut FZCO.

8. COMPLIANCE WITH LICENSE TERMS

8.1 Certification

Upon Lawstronaut’ written request, and not more than once per calendar year, Customer will certify its compliance with the licenses granted under these License Terms. If Customer is unable to provide this certification, Customer will work in good faith with Lawstronaut to convey the proper license type and remit the appropriate fees as remedy for any non-compliance. In addition, Lawstronaut reserves the right to terminate all licenses and these License Terms for non-compliance in accordance with Section 12 of these License Terms.

8.2 Audit

Lawstronaut or its authorized representative will have the right to perform an audit to determine Customer’s compliance with these License Terms and the licenses granted hereunder. Customer will grant Lawstronaut auditors access to the business location(s), books and records, employees and/or contractors pertaining to Customer’s use of the Products, including Group Members. The audit will:

require a minimum of thirty (30) days prior written notice;
be conducted no more than once per calendar year;
be limited to a two (2) year audit period unless non-compliance findings are noted, in which case the audit period can be expanded;
be conducted during reasonable business hours; and
be subject to reasonable confidentiality requirements.

8.3 Audit Findings

If an audit results in a finding of non-compliance, Lawstronaut may, at its discretion:

invoice any additional license fees due based on the standard Lawstronaut fees in place at the time of the original license grant;
assess interest charges from the time of the original fee payment due date at the lower rate of: (i) 1.5% per month; or (ii) the highest rate permissible under applicable law;
recover the cost of the audit if additional fees exceed five percent (5%) of the fees paid during the audit period; and
terminate these License Terms and the Lawstronaut licenses in accordance with Section 12 of these License Terms.

Customer must pay all invoices within thirty (30) days following the date of invoice.

9. INDEMNIFICATION BY CUSTOMER

Customer will defend, indemnify and hold Lawstronaut harmless from and against any claims that may arise against Lawstronaut out of Customer’s use of the Products, including a violation by Customer of Section 13.8 of these License Terms.

10. LIMITED WARRANTY AND DISCLAIMER

Lawstronaut warrants to Customer that the Products, as delivered by Lawstronaut, will (a) concern the country of interest set forth in the applicable Customer Order; and (b) comply in all material respects with the applicable Product Specification. Lawstronaut’ sole obligation and Customer’s exclusive remedy for a breach of this warranty is for Lawstronaut, at its option and expense, to: (i) repair or replace the non-conforming Product; or (ii) refund all fees paid by Customer for the non-conforming Product. Any claim under this warranty must be based on the wording of the most up to date version of the Products as available on the Developer Portal and must be made within thirty (30) days after delivery of the non-compliant Product. This limited warranty is void if any non-conformity has resulted from any accident, abuse, misuse, misapplication or modification of or to the Product by anyone other than Lawstronaut or any breach by Customer of these License Terms. EXCEPT AS EXPRESSLY WARRANTED IN THIS SECTION 10, THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION, CONTENT OR RESULTS, OR CONDITIONS ARISING UNDER ANY OTHER LEGAL REQUIREMENT. LAWSTRONAUT DOES NOT WARRANT THAT THE PRODUCTS WILL BE ACCURATE, CURRENT OR COMPLETE, THAT THE PRODUCTS WILL MEET CUSTOMER’SNEEDS OR EXPECTATIONS OR THAT THE OPERATION OF THE PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED. FURTHER, SPATIAL, SPECTRAL AND TEMPORAL ACCURACY IS NOT GUARANTEED.

11. LIMITATION OF LIABILITY

11.1

Subject to 11.2, in no event WILL LAWSTRONAUT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA, INACCURACY OF DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE LICENSE TERMS OR ANY LIMITED REMEDY HEREUNDER. IN NO EVENT WILL LAWSTRONAUT’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS EXCEED THE FEES PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS AND STATUTORY CLAIMS.

11.2

No limitation to the liability of a party shall apply to the extent the loss or damage was caused by the willful intent (opzet), fraud, or gross negligence (grove nalatigheid of bewuste roekeloosheid) of such party.

12. TERMINATION

Lawstronaut may terminate the Group License upon written notice to Customer if Customer or any Group Member materially breaches these License Terms or the Customer Order and fails to cure the breach within thirty (30) days after receiving written notice to do so. Customer may terminate the Group License at any time by giving written notice; however, Customer is still responsible for paying the licence fee for the then current license term. The expiration or termination of these License Terms does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.

13. GENERAL TERMS

13.1 ENTIRE AGREEMENT

These License Terms together with the Customer Order constitute the entire agreement between the parties with respect to use of the Product and supersede all previous, contemporaneous or future agreements, understandings and arrangements, whether oral or written subject to Section 13.3 of these License Terms.

13.2 ASSIGNMENT

Customer may not transfer or assign any of its rights or delegate any of its obligations under these License Terms, in whole or in part and including any transfers by operation of law, without the prior written consent of Lawstronaut. Any attempted assignment or transfer in violation of this Section will be null and void. These License Terms will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

13.3 AMENDMENT

These License Terms may be amended or supplemented only by a writing that refers to these License Terms and that is signed by both parties.

13.4 WAIVER

The failure or delay by a party to require performance of any provision of these License Terms does not constitute a waiver. All waivers must be in writing and signed by the party granting the waiver. The waiver by a party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or a different right or remedy in a subsequent instance.

13.5 SEVERABILITY

If any provision of these License Terms is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.

13.6 USE OF CUSTOMER INFORMATION

Customer agrees that Lawstronaut may use the Customer’s name and logo to identify Customer as a customer of Lawstronaut on Lawstronaut’ website, and as a part of a general list of Lawstronaut’ customers for use and reference in Lawstronaut’ corporate, promotional and marketing literature. Additionally, Customer agrees that Lawstronaut may issue a press release identifying Customer as a Lawstronaut customer and describing Lawstronaut’ utilization and the benefits that Lawstronaut receives from use of the Products.

13.7 SURVIVAL

All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

13.8 COMPLIANCE WITH LAWS

Customer and Lawstronaut are each responsible for their own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and these License Terms.

13.9 GOVERNING LAW AND DISPUTE RESOLUTION

All matters arising out of or relating to these License Terms will be finally resolved by arbitration in accordance with the Arbitration Rules of the Dubai International Arbitration Centre (DIAC). The seat of arbitration will be Dubai, United Arab Emirates. The arbitration will be conducted in English, and the governing law of this contract will be the substantive law of the Dubai International Financial Centre (DIFC). The arbitral tribunal will consist of one arbitrator appointed in accordance with the DIAC Rules.

13.10 NOTICES

All notices of termination or breach must be in writing in English and addressed to the other party’s legal department. The email address for notices sent to Lawstronaut is legal@Lawstronaut.com. Notice is treated as given upon receipt, as verified by written or automated receipt or electronic log, as applicable.

13.11 LAWSTRONAUT API

The Lawstronaut API is a collection of services that facilitates the inclusion of Content and retention periods in webpages and applications made available to Licensee’s End Users. If Licensee has subscribed to the Lawstronaut API, then the Lawstronaut Developer and API License Terms apply.

14. DEFINITIONS

“Affiliate” means any legal entity controlling, controlled by or under common control with Customer, where “control” means (a) the ownership of at least fifty percent (50%) of the equity or beneficial interest of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to direct or cause the direction of the management and policies of such party by any means.

“Lawstronaut API” means an application programming interface and any accompanying or related documentation, source code, executable applications and other materials made available by Lawstronaut, including, without limitation, through its Developer Website.

“Authorized User” means an employee that is authorized by Customer or a Group Member to use the Products for Internal Use. As per Section 4, only a limited amount of Authorized Users will be entitled to a user account at Lawstronaut.co.

“Commercial Purpose” means redistribution, retransmission or publication in exchange for a fee or other consideration, which may include, without limitation: (a) advertising; (b) use in marketing and promotional materials and services on behalf of a customer, client, employer, employee or for Customer’s benefit; (c) use in any materials or services for sale or for which fees or charges are paid or received; and (d) use in any books, news publication or journal.

“Developer” means a Customer who uses the Products for Commercial Use and is entitled by written confirmation from Lawstronaut to provide advice or other services to Project Members using or based on the Products.

“Developer Order” means the Developer’s applicable Customer Order as per the relevant Order Confirmation form.

“Customer” means that individual, legal entity or government agency that has purchased a license to use the applicable Product either directly from Lawstronaut, including Developers.

“Customer Order” means the Customer’s applicable order confirmation, to be read in conjunction with the license specifications set out at www.Lawstronaut.co/pricing and these License Terms.

“Derivative” means any addition, improvement, update, modification, transformation, adaptation or derivative work of or to a Product, including, without limitation, reformatting of the Product into a different format or media from which it is delivered to Customer; any addition or extraction of data, information or other content to or from the Product; or any copy or reproduction of the Product.

“Developer Portal” the online portal accessible through https://lawstronaut.com.

“Group” means Customer and Group Members.

“Group Member” means (a) a single Affiliate of Customer; or (b) a single government agency that is part of the same government level as Customer, to which Customer sublicenses the Products as permitted in Section 2 of these License Terms.

“Intellectual Property Rights” means all past, present, and future trade secret rights, patent rights, copyrights, moral rights, contract rights, trademark rights, service marks, and other proprietary rights in any jurisdiction, including those rights in inventions, software, domain names, know-how, technology, methods, processes, information and technology.

“Internal Use” means utilization of Products and permitted Derivatives solely for the internal business purposes of Customer or Group Member, as applicable, (subject to those restrictions set forth in Section 5 of these License Terms) and not for any Commercial Purpose.

“Order Confirmation” means that agreement or other document prepared by Lawstronaut that sets forth the Products Lawstronaut offers to license to Customer and the related terms and that is presented to Customer for acceptance. A quotation that includes an estimated fee is not an Order Confirmation.

“Product(s)” means those Content products and services licensed by Customer, as set forth in the Customer Order.

“Product Specification” means with respect to each Product, the description and specification published by Lawstronaut.

“Pilot” means the initial limited small-scale implementation Project that is used to prove the viability of the Products.

“Pilot Term” means the term defined as such in the Developer Order.

“Project” means a project undertaken by Developer and one or more Project Members as agreed in the Order Confirmation form.

“Project Member” means a Third Party that is working together with Developer on a Project and to which Customer sublicenses the Products.

“Term” means that period of time that Customer is entitled to use the Product, including the Downloaded Images, as set forth in Section 4 of these License Terms.

“Subscription Product(s)” a product that allows Customer to updates or additional functionalities and is subject to an annual license fee. This can be a per country subscription or an unlimited subscription.

“Third Party” means any individual, corporation, limited liability company, partnership, other organization or government agency that is not a party to this agreement and is not an Affiliate of Lawstronaut.

“Third Party Content” means any content, software or other data that is not owned by Lawstronaut or its Affiliates.

“Third Party Product” means a Product that is a product and/or service offered by a Third Party that is distributed by Lawstronaut.

Schedule B – API Usage Terms

API KEYS

In order to use and access the Lawstronaut API, Developer must obtain Lawstronaut API credentials (an “API Key”) by registering as a Subscriber. Developer may not share its API Key with any Third Party, shall keep the API Key and all login information secure, and shall use the API Key as Developer’s sole means of accessing the Lawstronaut API.

Application conditions

Applications shall not substantially replicate products or services offered by Lawstronaut, including, without limitation, functions or clients on platforms where Lawstronaut offers its own client or function. Developer may not constitute or create a substitute for, or substantially similar service to, Lawstronaut API. Applications may not use or access the Lawstronaut API or Content in order to monitor the availability, performance, or functionality of any of the Lawstronaut API or Content or for any similar benchmarking purposes. Applications shall not, in any manner, display any form of advertising within or connected to any Content. Developer acknowledges that Developer is solely responsible, and that Lawstronaut has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, Developer will be solely responsible for

the technical installation and operation of its Applications;
creating and displaying information and content on, through or within its Applications;
ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third Party;
ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal;
ensuring that its Applications do not contain or introduce Malicious Software into a Product, the Lawstronaut API, any Content or other data stored or transmitted using the Lawstronaut API; and
ensuring that its Applications are not designed to or utilized for the purpose of spamming any Lawstronaut subscribers, End Users or third Parties.

Technical requirements

Developer shall not use or assist a third Party in using the Lawstronaut API in such a way to circumvent the technical, legal and security requirements and limitations set by Lawstronaut. Developer is not permitted to use the Lawstronaut API or any Content in any manner that does or could potentially undermine the security of the Products, the Lawstronaut API, Content or any other data or information stored or transmitted using the Products. In addition, Developer shall not, and shall not attempt to:

interfere with, modify or disable any features, functionality or security controls of the Content or the Lawstronaut API,
defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Product or the Lawstronaut API, or
reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Content or the Lawstronaut API.

Developer will respect and comply with the technical and policy-implemented limitations of the Lawstronaut API and the restrictions of the Developer and API License Terms in designing and implementing Applications. Without limiting the foregoing, Developer shall not violate any explicit rate limitations on calling or otherwise utilizing the Lawstronaut API. Lawstronaut reserves the right to set transaction limits or suspend access to the Lawstronaut API. Lawstronaut also reserves the right to set other usage policies from time to time.

Content integrity

Developer shall not make any modifications to any Content, other than as reasonably necessary to modify the formatting of such Content in order to display it in a manner appropriate for the pertinent Applications. Developer shall not combine the Content with data or information from Third Party sources.

Notifications of breaches

Developer must promptly notify Lawstronaut in writing via email to anything@Lawstronaut.com of any breaches of the end-user agreement or privacy policy that impact or may impact End Users. Applications cannot include functionality or terms of use that are inconsistent with the Lawstronaut End User Terms.

API Breaches

If Lawstronaut believes that Developer’s or its End User’s usage of the Lawstronaut API or the Content is in violation of this Agreement and that this violation can simply be remedied by Developer’s modification or update of the Application, Lawstronaut will, in most cases, ask Developer to take direct action rather than intervene. In such instance, Lawstronaut may use Developer’s name, address and other contact details to contact Developer or provide this contact information to any third Party that reasonably, in Lawstronaut’ sole determination, claims that you do not possess all of the necessary Intellectual Property Rights. In some instances, Lawstronaut may directly step in and take what it determines to be appropriate action if Developer is not responsive, or if Lawstronaut believe there is a credible risk of harm to it, the Lawstronaut API, the Content, our Developers or users or any third Parties. Lawstronaut also reserves a right to audit the Application to ensure it does not violate its terms and policies. Developer agrees that it will cooperate with inquiries related to such an audit and provide us with proof that the Application complies with the Lawstronaut terms and policies.

Metering

During the Term, Lawstronaut will make the Content available to Developers on a subscription and/or per-API Call basis solely to exercise the license rights granted under this Agreement. Developer’s use of the Content is subject to the Annual API Call Allocation or Monthly API Call Allocation set forth in the main body of This Agreement. During the Term, Developer will be entitled to view and/or download Content up to the Annual API Call Allocation or the Monthly API Call Allocation. If Developer does not use all of its Annual API Call Allocation during the Term, Developer cannot carry over any unused API Calls to the next Term. If in a Term, Developer’s usage of the Lawstronaut API reaches one-hundred percent (100%) of its Annual API Call Allocation or Monthly API Call Allocation, then Parties will enter into good faith discussions to come to an amicable solution.

MODIFICATIONS

Developer acknowledges and agrees that Lawstronaut may modify this Agreement, the Lawstronaut API, the Lawstronaut Developer Guidelines and the Privacy Policy, from time to time. Developer will be notified of a modification to this this Agreement, the Lawstronaut API or the Lawstronaut Developer Guidelines through notifications or posts on the Lawstronaut’ Developer Website. All other modifications shall be communicated through the Content or any website owned and operated by Lawstronaut or through a form of direct communication from Lawstronaut to Developer. Developer further acknowledges and agrees that such modifications may be implemented at any time and without any notice to Developer. Developer shall, within thirty (30) days from the date of first notice of any modification(s) (or such shorter period of time specified in the notice of the modification(s)) (the “Conformance Period”) comply with such modification(s) by implementing and using the most current version of the Lawstronaut API and making any changes to Applications that may be required as a result of such modification(s). Developer acknowledges that a modification may have an adverse effect on Applications, including but not limited to changing the manner in which Applications communicate with the Lawstronaut API and display or transmit Content. Lawstronaut shall have no liability of any kind to Developer or any user of Developer’s Applications with respect to such modifications or any adverse effects resulting from such modifications. Developer’s continued access to or use of the Lawstronaut API following the Conformance Period shall constitute binding acceptance of the modification(s) at issue.