Legal — Binding Agreement
Terms of Service
1. Definitions
“Agreement” means these Terms of Service together with each Order Form, the Privacy Policy, and any Data Processing Addendum or Business Associate Agreement executed between the parties.
“Auris” or “Platform” means the OneAuris document review software made available at app.oneauris.com, together with its associated interfaces, models, and documentation.
“Authorized User”means an individual the Customer permits to access the Services under the Customer’s account, including attorneys, paralegals, and administrative staff.
“Client Data” means documents, metadata, review outputs, and other materials the Customer or an Authorized User uploads to or generates within the Platform.
“Customer” or “Firm” means the law firm or other legal entity that has entered into an Order Form with OneAuris.
“Order Form” means the ordering document, online checkout confirmation, or written subscription agreement identifying the subscription tier, fees, and term.
“Output” means classifications, confidence scores, rationale, privilege logs, exports, and reports generated by the Platform from Client Data.
“Services” means the Platform, associated support, and any related services described in an Order Form.
“OneAuris,” “we,” “us,” “our” means OneAuris, Inc., a Delaware corporation.
2. Acceptance
By executing an Order Form, completing checkout, or accessing the Services, the Customer accepts this Agreement and becomes bound by it. The individual accepting represents that they are at least eighteen (18) years of age and are authorized to bind the Customer.
If the Customer’s own form terms, purchase order, vendor agreement, or procurement portal contains terms additional to or different from this Agreement, those terms are expressly rejected and have no effect unless OneAuris agrees to them in a writing signed by an authorized officer of OneAuris.
3. The Services and Their Limitations
3.1 What the Platform does
Auris performs automated first-pass review of litigation discovery documents. It classifies documents for relevance and for attorney-client privilege using a tiered artificial intelligence pipeline with confidence-based escalation, presents its classifications and supporting rationale for attorney review, accepts attorney overrides, and maintains an audit trail of all classifications and overrides.
3.2 What the Platform does not do
- Output is a suggestion. It is not a legal determination and it is not a substitute for the judgment of a licensed attorney.
- Every classification requires attorney review before it is relied upon, produced, logged, served, or certified.
- Automated classification systems produce errors in both directions. Documents that are relevant may be classified as not relevant. Documents that are privileged may be classified as not privileged. The Customer must design its review workflow on that assumption.
- OneAuris makes no representation as to any accuracy rate, error rate, precision, or recall for any matter, corpus, or document type. No such figure is warranted, and no statement in any marketing material, demonstration, proposal, or communication constitutes a warranty of accuracy.
- The Customer is solely responsible for its discovery obligations, including the sufficiency of its review, the adequacy of its privilege log, and compliance with any applicable protective order, ESI protocol, or order of the court.
3.3 Attorney supervision
The Customer must ensure that a licensed attorney supervises all use of the Services and reviews all Output before it is relied upon. The Customer must not permit the Platform to render final relevance or privilege determinations without attorney review. This obligation is material to this Agreement and is the control against the risks identified in Section 3.2.
3.4 Changes to the Services
We may modify, add to, or discontinue features. We will not materially degrade core functionality during a paid term without notice. Any material adverse change to core functionality will be notified at least thirty (30) days in advance, and the Customer may terminate the affected subscription and receive a pro rata refund of prepaid fees for the unused remainder of the term by giving written notice within thirty (30) days of our notice. This is the sole exception to Section 5.5.
4. Account Registration and Security
The Customer must provide accurate registration information and keep it current. The Customer is responsible for all activity occurring under its account, for maintaining the confidentiality of credentials, for provisioning and promptly deprovisioning Authorized Users, and for ensuring that Authorized Users comply with this Agreement. The Customer must notify us at contactus@oneauris.com immediately upon learning of any unauthorized access.
Accounts are licensed per firm. Credentials must not be shared between individuals. We may suspend any account or individual user that we reasonably believe to be compromised, with notice to the Customer as soon as practicable.
5. Subscription, Fees, and Payment
5.1 Fees. As stated in the Order Form. All fees are exclusive of taxes.
5.2 Automatic renewal. Monthly subscriptions renew automatically each month and annual subscriptions renew automatically each year, in each case at the then-current list price, unless cancelled before the start of the renewal term.
5.3 Cancellation. The Customer may cancel at any time. Cancellation takes effect at the end of the then-current billing period. Access continues until that date.
5.4 Price changes.We may change fees effective on renewal with at least thirty (30) days’ written notice before the renewal date. Continued use after the renewal date constitutes acceptance of the new price.
5.5 No refunds.Fees are non-refundable. We do not prorate partial periods. Annual prepayment is non-refundable in whole and in part, including on early cancellation or on termination by the Customer. This Section survives termination for any reason other than termination by the Customer under Section 3.4 or for OneAuris’s uncured material breach under Section 13.3.
5.6 Late payment.Overdue amounts accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. We may suspend the Services after ten (10) days’ written notice of non-payment. Suspension does not relieve the Customer of payment obligations.
5.7 Taxes.The Customer is responsible for all sales, use, value added, and similar taxes, excluding taxes on OneAuris’s net income.
5.8 Payment processing. Payments are processed by Stripe, Inc. The Customer authorizes recurring charges to the payment method on file until cancellation takes effect.
5.9 Billing disputes. Any billing dispute must be raised in writing within thirty (30) days of the invoice date, failing which it is waived.
6. Client Data
6.1 Ownership. As between the parties, the Customer owns all Client Data and all Output. OneAuris claims no ownership interest in either.
6.2 License. The Customer grants OneAuris a limited, non-exclusive, worldwide, royalty-free license to host, store, transmit, process, and display Client Data solely to provide the Services and to comply with law. This license terminates as to any item of Client Data when that item is deleted.
6.3 No model training. OneAuris will not use Client Data to train, fine-tune, or improve any machine learning model. Document text submitted for classification is processed under a zero-data-retention configuration under which the model provider does not retain, log, or use submitted content once the inference request has been served.
6.4 Customer representations. The Customer represents and warrants that it holds all rights necessary to upload Client Data and to have it processed as contemplated by this Agreement; that uploading does not violate any protective order, ESI protocol, confidentiality agreement, or order of any court; and that it has obtained every consent required for such processing.
6.5 Roles. The Customer is the controller and OneAuris is the processor with respect to Client Data. A Data Processing Addendum is available on request and, once executed, is incorporated into this Agreement by reference.
6.6 Protected health information. Where Client Data contains protected health information subject to HIPAA, the parties will execute a Business Associate Agreement. The Customer must not upload protected health information before a Business Associate Agreement is in effect. Once executed, that agreement controls over any conflicting term of this Agreement as to such information.
6.7 Export. During the term and for thirty (30) days after termination, the Customer may export Client Data and Output in the formats the Platform supports. After that period we will delete Client Data in accordance with the Privacy Policy.
7. Acceptable Use
The Customer and its Authorized Users must not:
- Use the Services in violation of any law or of any applicable rule of professional conduct
- Upload any material the Customer lacks the right to upload
- Upload malicious code or attempt to interfere with the operation, integrity, or security of the Platform
- Attempt to gain unauthorized access to any system, account, or data
- Reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code, models, prompts, classification logic, or architecture, except to the extent this restriction is unenforceable under applicable law
- Use the Services to build or assist in building a competing product or service, or to benchmark the Platform for publication without our prior written consent
- Resell, sublicense, rent, or otherwise provide the Services to any third party, or operate them as a service bureau
- Circumvent usage limits, rate limits, or access controls
- Remove or obscure any proprietary notice
- Permit access by any person other than an Authorized User
We may suspend access for any violation that presents a security risk or a risk of harm to us, to another customer, or to a third party, with notice as soon as practicable.
8. Intellectual Property
OneAuris retains all right, title, and interest in and to the Platform, including its software, models, prompts, classification methodology, user interface, documentation, and all improvements and derivative works, together with all patents, copyrights, trademarks, trade secrets, and other intellectual property rights in them. Aspects of the Platform are the subject of a pending United States patent application. ONEAURIS and AURIS are trademarks of OneAuris, Inc.
The Customer receives a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the term for the conduct of its own legal practice. No other right or license is granted, whether by implication, estoppel, or otherwise.
Feedback. If the Customer provides suggestions, ideas, or feedback regarding the Services, OneAuris may use and exploit it without restriction, attribution, or compensation. Feedback must not contain Client Data.
9. Confidentiality
Each party will protect the other’s Confidential Information with at least reasonable care, will not disclose it except to personnel and professional advisers with a need to know who are bound by obligations no less protective, and will use it only as necessary to perform under this Agreement.
Confidential Information excludes information that is or becomes publicly available without breach of this Agreement, was known to the receiving party without obligation of confidence before disclosure, is independently developed without use of or reference to the disclosing party’s information, or is rightfully received from a third party without restriction.
Disclosure compelled by law is permitted, provided the compelled party gives prompt advance notice where legally permitted, discloses only what is legally required, and cooperates reasonably in any effort to obtain protective treatment.
Client Data is the Confidential Information of the Customer and is additionally governed by Section 6, the Privacy Policy, and any executed Data Processing Addendum or Business Associate Agreement. Nothing in this Section limits our obligations regarding privileged material.
These obligations survive for five (5) years after termination, and indefinitely with respect to Client Data and to trade secrets.
10. Warranties and Disclaimers
10.1 Mutual. Each party represents that it has the full right, power, and authority to enter into and perform this Agreement.
10.2 By OneAuris. We warrant that we will provide the Services in a professional and workmanlike manner, and that we will not materially decrease the security safeguards described in the Privacy Policy during the term.
10.3 Disclaimer
10.4 Availability
We use commercially reasonable efforts to keep the Services available. We provide no service level agreement, no uptime commitment, and no service credits. We will use reasonable efforts to schedule maintenance outside United States business hours and to give advance notice of planned downtime.
11. Limitation of Liability
11.1 Exclusion of indirect damages
11.2 Aggregate cap
11.3 Exceptions
The exclusion in Section 11.1 and the cap in Section 11.2 do not apply to: the Customer’s payment obligations; either party’s indemnification obligations under Section 12; breach of Section 9; the Customer’s breach of Section 7; or liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, and gross negligence.
11.4 Allocation of risk
The parties agree that these limitations are an essential basis of the bargain and reflect the allocation of risk embedded in the pricing of the Services. They apply regardless of the theory of liability, whether in contract, tort, strict liability, or otherwise, and even if a limited remedy is found to have failed of its essential purpose.
11.5 Discovery and litigation outcomes
Without limiting the foregoing, OneAuris is not liable for any sanction, adverse inference, waiver of privilege, spoliation finding, fee award, malpractice claim, disciplinary proceeding, or adverse outcome in any matter arising from a classification, an omission, an inadvertent production, or the conduct or adequacy of the Customer’s review process. The attorney review obligation in Section 3.3 is the agreed control against these risks.
12. Indemnification
12.1 By OneAuris
We will defend the Customer against any third-party claim alleging that the Platform, as provided by us and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark, or misappropriates a trade secret, and we will pay damages finally awarded against the Customer or amounts in a settlement we approve.
This obligation does not apply to claims arising from Client Data, from modifications not made by us, from combination of the Platform with anything not supplied by us where the claim would not have arisen but for the combination, or from use in breach of this Agreement.
If the Platform becomes, or we believe it may become, the subject of such a claim, we may at our option procure the right for the Customer to continue using it, modify or replace the affected functionality with functionally equivalent capability, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term. This Section states our entire liability and the Customer’s exclusive remedy for any claim of infringement or misappropriation.
12.2 By the Customer
The Customer will defend OneAuris against any third-party claim arising from:
- Client Data, including any claim that Client Data infringes or misappropriates any right, violates any protective order, ESI protocol, confidentiality obligation, or order of any court, or was uploaded without the necessary rights or consents
- The Customer’s use of the Services in violation of law or of any rule of professional conduct
- The Customer’s breach of Section 7
- Any claim by the Customer’s own client, by an opposing party, or by a court arising from the conduct, sufficiency, or adequacy of a document review
The Customer will pay damages finally awarded against OneAuris or amounts in a settlement OneAuris approves.
12.3 Procedure
The indemnified party must give prompt written notice of the claim, grant the indemnifying party sole control of the defense and settlement (provided that no settlement imposing a non-monetary obligation or an admission of liability on the indemnified party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense. Delay in giving notice relieves the indemnifying party only to the extent it is actually prejudiced by the delay.
13. Term and Termination
13.1 Term. This Agreement begins on the effective date of the first Order Form and continues through the subscription term and each renewal term until terminated in accordance with this Section.
13.2 By the Customer. The Customer may cancel at any time in accordance with Section 5.3.
13.3 For cause.Either party may terminate for the other’s material breach on thirty (30) days’ written notice if the breach is not cured within that period. If the Customer terminates under this Section, we will refund prepaid fees for the unused remainder of the term.
13.4 Immediate termination.We may terminate immediately on written notice for the Customer’s breach of Section 7 presenting a security or legal risk, for non-payment more than thirty (30) days overdue following notice, or on the Customer’s insolvency, assignment for the benefit of creditors, or filing of a bankruptcy petition.
13.5 Effect of termination. Access to the Services ends. All fees accrued through the effective date of termination become immediately due. The Customer has thirty (30) days to export Client Data under Section 6.7, after which it is deleted. Except as expressly stated in this Agreement, no refunds are given.
13.6 Survival. Sections 1, 5.5, 5.6, 5.9, 6.1, 6.7, 8, 9, 10.3, 11, 12, 13.5, 13.6, 14, 15, 17, and 18 survive termination.
14. Professional Responsibility
The Customer is a law firm and is subject to rules of professional conduct. Nothing in this Agreement, and no feature of the Platform, relieves the Customer or any attorney of any professional obligation, including the duties of competence, diligence, communication, confidentiality, and supervision of nonlawyer assistance.
The Customer is solely responsible for:
- Determining whether use of the Platform in a given matter is consistent with its professional obligations and with any applicable protective order or ESI protocol
- Obtaining any client consent required for the use of third-party technology on client materials
- Attorney review of all Output before reliance, production, service, or certification
- The content, completeness, and accuracy of every privilege log, production, and certification
- Maintaining the attorney-client privilege and work product protection over Client Data
OneAuris does not provide legal services. No attorney-client relationship exists between OneAuris and the Customer, the Customer’s clients, or any other person. OneAuris personnel who may hold law licenses do not act as counsel to the Customer in any capacity.
The Customer must not represent to any court, opposing party, regulator, or client that the Platform guarantees any level of accuracy, completeness, or privilege detection, or that OneAuris has attested to or certified any accuracy figure.
15. Governing Law and Dispute Resolution
15.1 Governing law. The laws of the State of California govern this Agreement and any dispute arising out of or relating to it, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Informal resolution. Before commencing arbitration, the parties will attempt in good faith to resolve the dispute through discussion for thirty (30) days following written notice describing the dispute and the relief sought.
15.3 Binding arbitration.Any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Los Angeles County, California, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees unless the arbitrator determines that a claim or defense was frivolous.
15.4 Class action waiver
If this Section 15.4 is found unenforceable as to any claim, Section 15.3 is void in its entirety as to that claim, and that claim proceeds under Section 15.6.
15.5 Carve-outs. Either party may seek temporary or preliminary injunctive relief, or bring a claim for infringement or misappropriation of intellectual property, in a court of competent jurisdiction without first proceeding under Sections 15.2 and 15.3. Either party may also bring an individual claim in small claims court.
15.6 Venue. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and waive any objection to venue or on grounds of forum non conveniens.
15.7 Limitation period. Any claim must be brought within one (1) year after it accrues, except claims for non-payment and claims for which the limitation period cannot be shortened by agreement under applicable law.
15.8 Jury waiver
16. Force Majeure
Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, failure of the public internet or of telecommunications or utility infrastructure, cyberattack not resulting from the affected party’s failure to maintain reasonable security, or failure of an upstream service provider.
The affected party must give prompt notice and use reasonable efforts to resume performance. This Section does not excuse payment obligations for Services already rendered. If a force majeure event continues for more than sixty (60) days, either party may terminate on written notice.
17. Entire Agreement
This Agreement, including each Order Form, the Privacy Policy, and any executed Data Processing Addendum or Business Associate Agreement, constitutes the entire agreement between the parties on its subject matter and supersedes all prior and contemporaneous proposals, understandings, representations, and communications, whether written or oral.
In the event of conflict, the order of precedence is: (1) any executed Business Associate Agreement, as to protected health information; (2) any executed Data Processing Addendum, as to Client Data; (3) the Order Form; (4) these Terms of Service; (5) the Privacy Policy.
Amendments require a writing signed by both parties, except that OneAuris may update these Terms prospectively on thirty (30) days’ notice. If an update materially and adversely affects the Customer, the Customer may terminate within thirty (30) days of the notice and receive a pro rata refund of prepaid fees for the unused remainder of the term.
18. General Provisions
Assignment.Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it in full to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice. Any other attempted assignment is void.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remainder of this Agreement continues in full force. Section 15.4 is governed by its own terms.
Waiver. No failure or delay in exercising any right operates as a waiver of it. A waiver is effective only if in writing and only for the instance and purpose given.
Notices. Notices to OneAuris must be sent to the address in Section 19 and to contactus@oneauris.com. Notices to the Customer will be sent to the billing and administrative contacts on the account. Notice is effective on delivery for email and personal delivery, and three (3) business days after mailing for certified mail.
Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.
No third-party beneficiaries.This Agreement is for the benefit of the parties only. The Customer’s clients, opposing parties, and any other person are not third-party beneficiaries and acquire no rights under it.
Publicity.Neither party may use the other’s name, logo, or marks in publicity without prior written consent, except that OneAuris may identify the Customer as a customer in a customer list with the Customer’s prior written consent.
Export and sanctions. The Customer represents that it is not located in, and will not permit access from, any country subject to a United States embargo, and that it is not identified on any United States government restricted party list.
Government end users.If the Customer is a United States government entity, the Services constitute “commercial computer software” under FAR 12.212 and DFARS 227.7202, and the rights granted are solely those set out in this Agreement.
Headings. Headings are for convenience only and do not affect interpretation.
Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.
Interpretation.“Including” means “including without limitation.” The rule of construction against the drafting party does not apply to this Agreement.
19. Contact
All notices, requests for a Data Processing Addendum or Business Associate Agreement, and other communications under this Agreement should be directed to:
OneAuris, Inc.27 Irving Avenue
Floral Park, New York 11001
United States
contactus@oneauris.com
OneAuris, Inc. is a technology provider. It does not practice law, does not provide legal advice, and forms no attorney-client relationship with any Customer, any Customer’s client, or any other person.