PLEASE READ THESE ENTERPRISE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY BUTLER LABS, INC. (“BUTLER LABS”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH BUTLER LABS WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA BUTLER LABS’ STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY BUTLER LABS SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
“Aggregated Anonymous Data” means data submitted to, collected by, or generated by Butler Labs in connection with Customer's use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Customer.
"Authorized Users or User(s)" means Customer's employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.
"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence ("AI") technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts ("Generative AI Tools")
“AI Input" means information, data, materials, text, prompts, images, or other content that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available for processing by or through AI Technology, or (ii) collected, downloaded, or otherwise received by AI Technology. AI Input explicitly excludes any skills, prompts, or other content created by or authored by Eve or Butler Labs.
“AI Output" means information, data, materials, text, images, or other content (including text, numbers, images, photos, graphics, video, audio, or computer code) generated, produced, or otherwise output by AI Technology.
"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.
“Butler Labs Materials” means the Services, Specifications, Documentation, and Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Butler Labs or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Butler Labs Systems. For the avoidance of doubt, Butler Labs Materials include Resultant Data and any information, data, or other content derived from Butler Labs monitoring of Customer's access to or use of the Services, but do not include Customer Data
"Butler Labs Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.
"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. Customer Data includes Customer's Confidential Information, AI Input provided by Customer (with the exceptions of Skills created by Butler Labs) or its Authorized Users, and any AI Output produced in connection with the Services. All outputs, copies, reproductions, improvements, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Data are themselves also Customer Data. For the avoidance of doubt, Customer Data includes all User Data, Customer's Intellectual Property, and Personal Information. Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.
"Customer Usage Data" means data related to Customer's and its Authorized Users' use of the Service, including but not limited to AI Input, AI Output, usage patterns, feature utilization, and interaction with the Service's interface and outputs.
“Matter” means a unique client case or project within the Service. Multiple users may collaborate on a single Matter across different accounts. Billing is based on the number of active Matters, regardless of the number of accounts accessing them. Customer is responsible for properly managing Matters across accounts to avoid unintended duplication.
"Resultant Data" means data and information related to Customer's use of the Services that is used by Butler Labs in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
"Service(s)" means the software-as-a-service offering referred to as Eve and described in any applicable Order Form.
Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Butler Labs grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Butler Labs product(s) and/or service(s) specified in such Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Butler Labs’ applicable official user documentation for such Service (the “Documentation”).
Upon payment of any applicable fees set forth in each Order Form, Butler Labs agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Butler Labs provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Butler Labs otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Butler Labs at its then-current hourly rates for consultation.
Customer is responsible for ensuring that all Authorized Users receive appropriate training on the use of the Service, including but not limited to: (a) proper input and management of Customer Data; (b) interpretation and validation of AI-Generated Content; (c) ethical considerations in the use of AI in legal practice; and (d) maintaining client confidentiality and attorney-client privilege when using the Service.
Subject to Customer’s payment of all applicable fees, Butler Labs will provide support, maintenance, and uptime for each Service in accordance with (i) the support package selected by Customer on the applicable Order Form (if any) and (ii) Butler Labs’ then-current standard Support and Availability Policy (the current version of which is attached hereto as Exhibit A).
From time to time, Butler Labs may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Butler Labs shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Butler Labs may make improvements and modifications to the Services at any time in its sole discretion; provided that Butler Labs shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
As between the parties, Butler Labs retains all right, title, and interest in and to the Services, Butler Labs Materials, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Butler Labs for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Butler Labs with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Butler Labs notwithstanding anything else. Butler Labs acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Customer shall, and hereby does, grant to Butler Labs a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Butler Labs’ right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
Use of Customer Data with AI. Butler Labs may use Customer Data, including Customer Usage Data, to train, validate, update, improve, or modify its AI Technology as described in the Data Usage for Service Improvement and Opt-Out Option provision in Section 10. However:
Such use shall be subject to Customer's opt-out rights as detailed in Section 10.
Butler Labs shall not permit any third party to use Customer Data for AI training or improvement without Customer's prior written authorization, except as necessary to provide the Service.
Butler Labs shall not use Customer Data for the benefit of any other person or entity other than (a) as necessary to provide and improve the Service for all customers collectively, or (b) with Customer's prior written authorization.
Butler Labs will maintain appropriate technical and organizational measures to protect the confidentiality and security of Customer Data used for AI training and improvement.
Any use of Customer Data to train, validate, update, improve, or modify AI Technology in a manner not explicitly covered by this Agreement or the Data Usage for Service Improvement and Opt-Out Option provision requires Customer's prior written authorization.
No Legal Advice. Customer acknowledges that the Service, including any AI-Generated Content, does not constitute legal advice and is not a substitute for the professional judgment of licensed attorneys. Customer is solely responsible for reviewing, verifying, and approving any output generated by the Service before relying on it or using it in any legal matter.
Potential Errors and Biases. The Service utilizes artificial intelligence and machine learning technologies, which may produce content that is inaccurate, biased, or inconsistent. Butler Labs makes no representations or warranties regarding the accuracy, reliability, or appropriateness of AI-Generated Content for any particular purpose.
Ethical Use. Customer agrees to use the Service and AI-Generated Content in an ethical manner and in compliance with all applicable laws, regulations, and professional codes of conduct. Customer shall not use the Service to generate false, misleading, or fraudulent legal documents or to engage in any unlawful or unethical practices.
No Guarantee of Outcome. Butler Labs does not guarantee any specific legal outcome or result from the use of the Service or reliance on AI-Generated Content. Customer acknowledges that the practice of law involves professional judgment and that the Service is intended to assist, not replace, legal professionals.
Third-Party AI Systems. The Service may incorporates and utilizes third-party AI systems or models. Butler Labs makes no warranties or representations regarding the performance, accuracy, or reliability of such third-party systems, and Customer agrees that Butler Labs shall not be liable for any damages arising from the use of such systems.
AI Model Updates. Butler Labs continually refines and updates the artificial intelligence models and algorithms used in the Service. Customer acknowledges that such updates may affect the Service's functionality, performance, or output. Butler Labs will use commercially reasonable efforts to notify Customer of any material changes to the AI models that may significantly impact Customer's use of the Service. Customer agrees that Butler Labs shall have no liability for any changes in AI-Generated Content or Service functionality resulting from updates to the AI models.
Customer Responsibilities for AI-Generated Content. Customer is solely responsible for reviewing, verifying, and validating all AI-Generated Content before use in any legal proceedings, client communications, or other professional contexts. Customer acknowledges that AI-Generated Content may contain errors, inconsistencies, or content that is not appropriate for Customer's specific legal matter or jurisdiction. Customer agrees to exercise professional judgment in the use and application of AI-Generated Content and to ensure compliance with all applicable laws, regulations, and ethical obligations.
Customer shall pay Butler Labs fees for the Service based on the number of Matters created or accessed within the Service ("Per-Matter Fees") as set forth in each Order Form. The Order Form shall specify the Per-Matter Fee, any pre-purchased blocks of Matters, payment method (credit card or invoicing), and billing frequency. If credit card is selected, Customer shall provide Butler Labs with valid, up-to-date credit card information and hereby authorizes Butler Labs to automatically charge Customer's payment method for all Per-Matter Fees as they are incurred. If invoicing is selected, Butler Labs shall invoice Customer according to the frequency specified in the Order Form, and all invoices are payable in U.S. dollars within thirty (30) days from the date of invoice. If Customer pre-purchases a block of Matters as specified in the Order Form, Butler Labs will not charge or invoice Customer for new Matters until the pre-purchased block is exhausted, and any unused pre-purchased Matters at the end of the applicable term will expire without refund. If Customer creates or accesses more Matters than pre-purchased or otherwise agreed upon in the Order Form, Butler Labs will automatically charge Customer's payment method or invoice Customer for such additional Matters at the then-current Per-Matter Fee. All fees are non-refundable, are not subject to set-off, and shall be made without deduction or withholding. Butler Labs reserves the right to suspend Customer's access to the Service if any charges are past due and remain unpaid for sixty (60) days. Past due amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all taxes associated with the Service (excluding taxes based on Butler Labs' net income). Butler Labs reserves the right to modify its fees and charges upon at least thirty (30) days prior notice to Customer, which may be provided by email or posted on the Service, provided that any changes to fees or charges will not apply to billing periods already underway at the time of such change. Unless otherwise specified in an Order Form, the Per-Matter Fee will be Butler Labs' then-current standard rate for such usage at the time the Matter is created or accessed."
HIPAA. For Customers subject to the Health Insurance Portability and Accountability Act of 1996 ('HIPAA'), Butler Labs offers a Business Associate Agreement ('BAA') addendum to these Terms. The BAA governs the handling of Protected Health Information (PHI) and outlines the responsibilities of both parties under HIPAA. Butler Labs maintains separate environments for HIPAA and non-HIPAA data to ensure compliance. Customers requiring HIPAA compliance must notify Butler Labs and execute the BAA prior to inputting any PHI into the Service. Furthermore, to enable the HIPAA compliance features, the Order Form must state that the Customer is purchasing the HIPAA compliant version of the Service.
Data Processing Agreement. For Customers subject to data protection laws requiring a Data Processing Agreement (DPA), Butler Labs offers a DPA addendum to these Terms. Customers requiring a DPA must notify Butler Labs, and the parties will execute the DPA prior to processing any personal data subject to such laws. The executed DPA will form part of this Agreement.
Privacy Contact Information: For all data privacy and HIPAA-related concerns, Customer may contact Butler Labs at privacy@butlerlabs.com. Butler Labs will make commercially reasonable efforts to respond to such inquiries in a timely manner.
Except as expressly set forth in this Agreement, Customer shall not (and shall not allow any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Butler Labs product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Butler Labs may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Butler Labs, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Butler Labs as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Butler Labs shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data, including implementing and maintaining reasonable administrative, physical, and technical safeguards. Butler Labs is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Butler Labs' gross negligence or willful misconduct. In the event of a data breach caused by Butler Labs' gross negligence, Butler Labs' liability shall be limited to the direct costs of mandatory breach notification and credit monitoring for affected individuals, subject to the overall liability cap in this Agreement. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer's account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Butler Labs may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated Anonymous Data, and (ii) use and make available Aggregated Anonymous Data for Butler Labs' business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Butler Labs' products and services). Butler Labs shall not attempt to disaggregate the data or re-identify any individuals or customers from the Aggregated Anonymous Data. The use of Aggregated Anonymous Data will not result in the disclosure of any Customer Confidential Information or personally identifiable information. Butler Labs shall not be liable for any damages arising from loss of Customer Data, except to the extent such loss is directly caused by Butler Labs' gross negligence or willful misconduct. In such cases, Butler Labs' liability shall be limited to the reasonable costs of attempting to restore or recover the lost Customer Data from Butler Labs' latest backup of such Customer Data.
Data Usage for Service Improvement and Opt-Out Option. Butler Labs may process stored Customer Usage Data to directly improve the quality of (and/or customize the experience of) the Customer's available product features on the Service. This may include (i) training internal AI models for general product improvement or Customer-specific personalization, (ii) collecting and processing Customer Data to customize each Customer's experience according to how its Authorized Users interact with the Service (including the AI Input they provide, such as prompts or document sections, and the AI Output they receive in response), and (iii) using Customer Usage Data to train, fine-tune, or otherwise improve its AI models, including large language models and other machine learning systems used in the Service. Customers can request to opt out of Butler Labs' use of Customer Usage Data for particular Service features, including the uses described in (i), (ii), and (iii) above. However, if the Customer opts out of any particular use of Customer Usage Data, Customer acknowledges that it will experience reduced feature availability, functionality or specificity as a result. This may include, but is not limited to: (a) less personalized or less accurate AI Output, (b) reduced ability of the Service to learn from and adapt to the Customer's specific needs and preferences, and (c) limited access to new features or improvements that rely on aggregated learning from Customer Usage Data. Notwithstanding the above, Butler Labs retains the right to use Aggregated Anonymous Data as defined in this Agreement, which is not subject to the opt-out provision.
Data Retention. For non-HIPAA Customers, Butler Labs will retain Customer Data for the duration of the Agreement and for 30 days following termination, after which it will be deleted from active systems. Backup copies may be retained for up to 30 days. For HIPAA data, retention periods are as specified in the applicable BAA. Customer is responsible for extracting any desired data prior to the end of the applicable retention period.
Security Measures. Butler Labs implements and maintains reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, including HIPAA-protected data where applicable. These safeguards include, but are not limited to: (a) encryption of data in transit and at rest; (b) access controls and authentication mechanisms; (c) regular security assessments and penetration testing; (d) employee training on data protection and security; and (e) incident response and disaster recovery plans.
Security Audits. Butler Labs undergoes regular third-party security audits, including SOC 2 compliance assessments. Upon Customer's written request, and not more than once per year, Butler Labs will provide Customer with a copy of its most recent SOC 2 report, subject to Customer's execution of a non-disclosure agreement.
Breach Notification. Butler Labs will notify Customer without undue delay upon becoming aware of any unauthorized access to, or acquisition, use, or disclosure of Customer Data ("Security Incident"). Such notification will include, to the extent known: (a) the nature and extent of the Customer Data involved in the Security Incident; (b) the measures taken or proposed to be taken to address the Security Incident; and (c) measures Customer can take to mitigate potential harm.
Confidentiality. Butler Labs acknowledges that Customer Data may include highly sensitive and confidential information protected by attorney-client privilege, the work product doctrine, or other applicable legal protections. Butler Labs agrees to treat all Customer Data as Confidential Information, regardless of whether it is marked as such, and to implement safeguards designed to protect the confidentiality and integrity of Customer Data
Subpoenas and Legal Process. If Butler Labs receives a subpoena, court order, or other legal process seeking disclosure of Customer Data, Butler Labs will promptly notify Customer, unless prohibited by law. Butler Labs will cooperate reasonably with Customer, at Customer's expense, in any efforts to quash, modify, or resist such process. Customer acknowledges that Butler Labs may be compelled to disclose Customer Data in response to a valid legal process, and such disclosure shall not be deemed a breach of this Agreement.
The Service is primarily intended for use by US-based law firms. Customer agrees not to input any personal data of EU/UK citizens into the Service without prior written agreement from Butler Labs. If such agreement is reached, additional data protection measures may be required, including but not limited to execution of Standard Contractual Clauses or implementation of other appropriate safeguards.
Customer acknowledges and agrees that the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by Butler Labs. Butler Labs is not responsible for the operation of any Third Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Butler Labs does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions. The Service may incorporate or utilize AI technologies provided by third parties, including but not limited to OpenAI, Google, or other AI service providers ("Third-Party AI Providers"). Customer acknowledges that the use of such Third-Party AI Providers is essential to the functionality of the Service. Butler Labs makes no representations or warranties regarding the performance, accuracy, or reliability of Third-Party AI Providers. Customer agrees that Butler Labs shall not be liable for any damages arising from the use of Third-Party AI Providers, including but not limited to any intellectual property infringement claims related to AI-Generated Content.
This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the nonbreaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Butler Labs may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Butler Labs’ ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Butler Labs shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Butler Labs shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Butler Labs shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Butler Labs to Customer, including the data export set out above, and any assistance in exporting the Customer Data, shall be billable at Butler Labs’ standard rates then in effect.
14.1 Butler Labs Indemnification. Butler Labs shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any Action by a third party (other than an Affiliate of Customer) that Customer's or an Authorized User's use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party's US Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:
(a) Third-Party Materials or Customer Data;
(b) access to or use of the Butler Labs Materials in combination with any hardware, system, software, network, or other materials or service not provided by Butler Labs or specified for Customer's use in the Documentation;
(c) modification of the Butler Labs Materials other than: (i) by or on behalf of Butler Labs; or (ii) with Butler Labs written approval in accordance with Butler Labs written specification;
(d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Butler Labs;
(e) any claim arising from content generated by third-party AI systems integrated into the Service. Customer acknowledges that the Service incorporates AI technologies from third-party providers, and Butler Labs does not control or warrant the output of these systems in any way; or
(f) any act, omission, or other matter described in Section 14.2(a), Section 14.2(b), Section 14.2(c), or Section 14.2(d), whether or not the same results in any Action against or Losses by any Butler Labs Indemnitee.
14.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Butler Labs and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a "Butler Labs Indemnitee") from and against any and all Losses incurred by such Butler Labs Indemnitee resulting from any Action by a third party (other than an Affiliate of a Butler Labs Indemnitee) that arise out of or result from, or are alleged to arise out of or result from:
(a) Customer Data, including any Processing of Customer Data by or on behalf of Butler Labs in accordance with this Agreement and including any and all Losses incurred resulting from any Action by a third party that arise out of or result from Customer's violation of any applicable data protection or privacy laws in relation to the Customer Data;
(b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Butler Labs compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Butler Labs;
(c) allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under this Agreement; or
(d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.
(e) any consequences resulting from Customer's decision to opt out of data usage as described in Section 10, including any degradation in Service quality, accuracy, or availability of features.
14.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 14.1 or Section 14.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 14.3 will not relieve the Indemnitor of its obligations under this Section 14, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
14.4 Mitigation. If any of the Services or Butler Labs Materials are, or in Butler Labs opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's or any Authorized User's use of the Services or Butler Labs Materials is enjoined or threatened to be enjoined, Butler Labs may, at its option and sole cost and expense:
(a) obtain the right for Customer to continue to use the Services and Butler Labs Materials as contemplated by this Agreement;
(b) modify or replace the Services and Butler Labs Materials, in whole or in part, to seek to make the Services and Butler Labs Materials (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which case such modifications or replacements will constitute Services and Butler Labs Materials, as applicable, under this Agreement; or
(c) by written notice to Customer, terminate this Agreement and require Customer to immediately cease any use of the Services and Butler Labs Materials.
14.5 AI-Generated Content. Customer acknowledges and agrees that the Services incorporate or utilize various third-party AI technologies. Butler Labs shall have no liability or responsibility for any content, decisions, or actions resulting from or based on the output of these AI systems. Customer assumes all risks associated with the use of AI-generated content and agrees to independently verify any critical information or decisions derived from such content.
14.6 Limitation on Indemnification. Notwithstanding anything to the contrary in this Agreement, Butler Labs' total aggregate liability under this Section 14 shall not exceed the total amount paid by Customer to Butler Labs in the twelve (12) months immediately preceding the event giving rise to the claim.
14.7 Sole Remedy. THIS SECTION 14 SETS FORTH CUSTOMER'S SOLE REMEDIES AND BUTLER LABS SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND BUTLER LABS MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT THE SERVICE'S CAPABILITIES AND OVERALL PERFORMANCE ARE DEPENDENT ON THE PROCESSING OF CUSTOMER USAGE DATA, INCLUDING FOR MODEL TRAINING, AND THAT OPTING OUT OF SUCH PROCESSING MAY SIGNIFICANTLY IMPACT THE SERVICE'S FUNCTIONALITY, ACCURACY, AND EFFECTIVENESS.
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 7, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO BUTLER LABS HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY TO ANY CLAIMS ARISING FROM THE USE OR OPT-OUT OF CUSTOMER USAGE DATA AS DESCRIBED IN SECTION 10, INCLUDING ANY ISSUES RELATED TO MODEL TRAINING OR SERVICE PERFORMANCE.
This Agreement represents the entire agreement between Customer and Butler Labs with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Butler Labs with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Butler Labs may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
Any material changes to Butler Labs' data usage practices or AI model training procedures will be communicated to the Customer and may require renewed consent. Butler Labs will provide Customer with reasonable notice of any such changes and the opportunity to adjust their opt-out preferences.
BUTLER LABS SUPPORT AND AVAILABILITY POLICY
1. Service Availability: Butler Labs will use commercially reasonable efforts to provide 99.9% Service availability.
2. Support: Butler Labs will provide support for Service defects as per the Customer's selected Service Plan in the Order Form.
3. Business hours: 9:00 am to 5:00 pm Pacific Time, Monday-Friday, excluding U.S. federal holidays.
4. Maintenance: Butler Labs will provide at least 48 hours' notice for scheduled maintenance.
5. Service Credits: Not offered as standard. May be negotiated for high-volume clients and specified in the Order Form.
6. Updates: Butler Labs may update this Policy, without materially reducing the overall level of support during the Customer Agreement term.