This Master Service Agreement ("Agreement") is entered into by and between Batesly, Inc., a Delaware corporation ("Provider" or "Batesly"), and the entity identified on the applicable Order Form ("Customer"). Provider and Customer are each a "Party" and collectively the "Parties".
By executing an Order Form that references this Agreement, Customer agrees to be bound by the terms of this Agreement. If there is a conflict between this Agreement and an Order Form, the Order Form controls to the extent of the conflict.
1. DEFINITIONS
"AI Features" means the optional artificial intelligence and machine learning capabilities of the Services, including but not limited to document classification, issue tagging, key date extraction, relevance scoring, privilege detection, and document intelligence analysis.
"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Services, as well as any external parties (such as outside counsel, co-counsel, or clients) granted temporary access by Customer.
"Customer Data" means all data, documents, files, text, images, and other content that Customer or its Authorized Users upload, submit, store, process, or transmit through the Services, including but not limited to: client documents, matter information, contact records, email communications, metadata, work product, audit logs generated from Customer's use, and any productions or exports generated by Customer.
"Documentation" means Provider's user guides, help documentation, technical specifications, API documentation, and training materials for the Services, as updated from time to time.
"Fees" means the amounts payable by Customer to Provider as specified in the applicable Order Form, including subscription fees, fees for Professional Services, and any usage-based fees.
"Migrated Data" means Customer Data that is transferred from Customer's existing systems to the Services as part of Migration Services.
"Migration Services" means data migration, data import, and data transfer services provided by Provider to assist Customer in transferring data from existing systems to the Services, as further described in Section 4.
"Order Form" means an ordering document or online order specifying the Services to be provided under this Agreement, including applicable service tiers, Fees, Subscription Term, storage allocations, and any Professional Services.
"Professional Services" means implementation, configuration, training, consulting, migration, and other professional services provided by Provider, as specified in an Order Form or Statement of Work.
"Services" means Provider's cloud-based legal technology platform, including: matter management, document management and storage, version control, search and retrieval, audit logging, collaboration features, AI Features, optional Google Calendar sync, and related functionality as described in the applicable Order Form and Documentation.
"Statement of Work" or "SOW" means a document describing specific Professional Services, deliverables, timelines, and fees, which is incorporated into this Agreement by reference.
"Storage Allocation" means the amount of data storage included in Customer's subscription tier, as specified in the Order Form.
"Subscription Term" means the period during which Customer has the right to access and use the Services, as specified in the applicable Order Form.
2. SERVICES AND LICENSE
2.1 License Grant
Subject to the terms of this Agreement and payment of applicable Fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes in accordance with this Agreement and the Documentation.
2.2 Scope of Services
The Services consist of the features that are generally available and documented at batesly.io as of the effective date of Customer's subscription. All such features are included in full with every subscription tier; Provider does not gate functionality behind higher tiers. Subscription tiers differ only in the number of Authorized Users covered. As of the date of this Agreement, generally available functionality includes:
(a) Matter Management: Creation, organization, and management of legal matters as first-class objects, including matter templates, timelines, and matter-level permissions;
(b) Document Management: Secure upload, storage, organization, and retrieval of documents with automatic version control, metadata management, and configurable retention policies;
(c) Search and Retrieval: Full-text search across documents, including OCR-processed content, with metadata filtering and natural language query capabilities;
(d) Collaboration: Document sharing, annotations, comments, and controlled access for internal and external collaborators;
(e) Audit and Compliance: Immutable audit logging of all system actions, exportable audit reports, and compliance reporting;
(f) AI Features: Optional AI-powered document intelligence capabilities (subject to Section 3.5);
(g) Integrations: Optional Google Calendar sync for Authorized Users who connect their Google account.
2.3 Service Evolution; No Material Degradation
Provider may add, modify, or improve the Services over time. Any new functionality that Provider makes generally available during the Subscription Term will be provided to Customer at no additional charge, unless Provider expressly identifies that functionality as a separately priced offering at the time it is released. Provider will not materially reduce the core functionality of the Services described in Section 2.2 during a paid Subscription Term.
2.4 Roadmap and Forward-Looking Statements
Product roadmaps, previews, beta features, and any statements regarding functionality that is not yet generally available are provided for planning purposes only. Such items are not part of the Services, are not incorporated into this Agreement, and create no commitment, obligation, or warranty of future delivery. Customer's purchasing decisions should be based solely on the functionality generally available as of the effective date of its subscription.
2.5 Authorized Users and External Access
Customer may permit Authorized Users to access the Services on Customer's behalf. Customer may also grant limited, temporary access to external parties (such as outside counsel, co-counsel, experts, or clients) through the Services' external collaboration features. Customer is responsible for: (a) all acts and omissions of all Authorized Users and external parties accessing the Services through Customer's account; (b) ensuring compliance with this Agreement; (c) managing access permissions and ethical walls; and (d) maintaining the confidentiality of all credentials.
2.6 Restrictions
Customer shall not, and shall not permit any third party to:
(a) copy, modify, or create derivative works of the Services;
(b) reverse engineer, disassemble, or decompile the Services;
(c) rent, lease, lend, sell, sublicense, or provide access to the Services to any third party other than Authorized Users;
(d) use the Services for time-sharing, service bureau, or outsourcing purposes for the benefit of third parties;
(e) interfere with or disrupt the integrity or performance of the Services;
(f) attempt to gain unauthorized access to the Services or related systems;
(g) use the Services to store or transmit malicious code or content that infringes third-party rights;
(h) use the Services in violation of applicable law, professional responsibility rules, or court orders;
(i) circumvent or disable any security features or access controls of the Services.
2.7 Storage and Usage
Customer's subscription includes the Storage Allocation specified in the Order Form. Provider will notify Customer when usage approaches or exceeds the Storage Allocation. Additional storage may be purchased pursuant to Provider's then-current pricing. Provider reserves the right to limit uploads if Customer significantly exceeds its Storage Allocation without purchasing additional capacity.
2.8 Service Modifications
Provider may modify the Services from time to time. Provider will use commercially reasonable efforts to notify Customer of any material changes. If a modification materially and adversely affects Customer's use of the Services, Customer may terminate the affected Order Form upon thirty (30) days' written notice, and Provider will refund any prepaid Fees for the terminated portion of the Subscription Term.
3. CUSTOMER DATA, SECURITY, AND AI FEATURES
3.1 Ownership of Customer Data
As between the Parties, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein. Customer grants Provider a limited, non-exclusive license to use, copy, store, process, and display Customer Data solely as necessary to provide the Services and Professional Services, and as otherwise permitted under this Agreement.
3.2 Security Measures
Provider will implement and maintain appropriate administrative, physical, and technical safeguards designed to protect Customer Data, including:
(a) Encryption of Customer Data at rest using AES-256 encryption;
(b) Encryption of Customer Data in transit using TLS 1.2 or higher;
(c) Logical tenant isolation ensuring Customer Data is segregated from other customers;
(d) Role-based access controls and authentication measures, including support for multi-factor authentication;
(e) Immutable audit logging of access and changes to Customer Data;
(f) Regular security assessments and vulnerability scanning;
(g) Data center security through Provider's infrastructure providers (Railway).
3.3 Confidentiality of Customer Data
Provider acknowledges that Customer Data may include confidential client information, attorney-client privileged materials, attorney work product, and other legally protected information. Provider shall: (a) not access, use, or disclose Customer Data except as necessary to provide the Services or as required by law; (b) ensure that Provider personnel with access to systems do not have routine access to the content of Customer Data; (c) obtain Customer's prior written consent before any Provider personnel access Customer Data content for support purposes; and (d) log all such access.
3.4 Data Processing
To the extent Provider processes personal data on behalf of Customer, the Parties shall execute a Data Processing Agreement (DPA), which shall be incorporated into and form part of this Agreement. Provider agrees to comply with applicable data protection laws in its provision of the Services.
3.5 AI Features
(a) Optional and Configurable. All AI Features are optional and may be enabled or disabled by Customer at the organization level, matter level, or document level. Customer maintains full control over whether and how AI Features process Customer Data.
(b) No Model Training. Customer Data processed by AI Features is not used to train, improve, or develop AI models. AI Features are provided via Anthropic Claude models hosted on Amazon Bedrock within Provider's AWS environment, and Provider's agreements with these service providers (currently Amazon Web Services and Anthropic) explicitly prohibit the use of Customer Data for model training purposes.
(c) No Data Retention by AI Providers. Customer Data sent to AI service providers may be retained for up to 30 days for trust, safety, and abuse monitoring purposes, after which it is deleted. Such data is not used for model training.
(d) AI Output is Assistance Only. AI Features provide suggestions, classifications, scores, and analysis to assist Customer's work. AI outputs are not legal advice, are not guaranteed to be accurate, and do not replace professional judgment. Customer and its Authorized Users are solely responsible for reviewing, verifying, and making final decisions regarding all AI-generated outputs.
(e) Logging and Auditability. All AI-assisted actions are logged, including the AI recommendation and any human override, to maintain auditability and support defensibility of AI-assisted workflows.
(f) Privilege and Confidentiality. Customer is responsible for determining whether the use of AI Features on particular documents is appropriate given confidentiality obligations, privilege considerations, and applicable ethics rules. Provider recommends that Customer establish internal policies governing AI Feature usage.
3.6 Document Retention and Deletion
Customer may configure retention policies within the Services. Customer is solely responsible for: (a) establishing appropriate retention policies consistent with legal and regulatory requirements; (b) implementing litigation holds when required; and (c) the deletion or preservation of Customer Data within the Services. Provider is not responsible for Customer's compliance with document retention obligations.
3.7 Audit Logs and Exports
The Services maintain immutable audit logs of system activity. Customer may export audit logs at any time for compliance, litigation, or other purposes. Audit logs are retained for the duration of the Subscription Term plus seven (7) years, or such longer period as required by Customer's retention settings.
4. PROFESSIONAL SERVICES AND DATA MIGRATION
4.1 Professional Services Generally
Provider may provide Professional Services as specified in an Order Form or SOW. Professional Services may include implementation, configuration, customization, training, consulting, and Migration Services. Each SOW shall specify the scope, deliverables, timeline, fees, and any additional terms applicable to the Professional Services.
4.2 Migration Services
(a) Scope of Migration. If Customer purchases Migration Services, Provider will assist Customer in transferring Migrated Data from Customer's existing systems to the Services as specified in the applicable SOW.
(b) Customer Responsibilities for Migration. Customer is responsible for: (i) providing access to existing systems; (ii) providing complete and accurate information about source data; (iii) designating decision-making personnel; (iv) reviewing and validating Migrated Data; (v) maintaining backup copies until migration is confirmed complete; and (vi) notifying Provider promptly of any errors.
(c) Data Validation. Following migration, Customer shall have a validation period (as specified in the SOW, or fifteen (15) business days if not specified) to review and verify the accuracy and completeness of Migrated Data. Customer's failure to notify Provider in writing of specific discrepancies during the validation period constitutes acceptance of the Migrated Data.
(d) Limitations and Disclaimers for Migration. CUSTOMER ACKNOWLEDGES THAT: (i) Migration Services are performed on a reasonable-efforts basis; (ii) Provider does not guarantee all data can be migrated; (iii) certain metadata or formatting may not transfer; (iv) Customer is solely responsible for verifying accuracy of Migrated Data; (v) Provider shall not be liable for data loss Customer fails to identify during validation; and (vi) Customer should not decommission source systems until migration is independently verified.
(e) Post-Migration Support. Following the validation period, any re-migration efforts shall be subject to Provider's then-current professional services rates.
4.3 Training Services
If Customer purchases training services, Provider will provide training as specified in the applicable SOW. Rescheduled or missed sessions may be subject to additional fees.
4.4 Deliverables
Unless otherwise specified: (a) Customer owns all Customer-specific deliverables; and (b) Provider retains all rights to pre-existing materials and general know-how.
5. FEES AND PAYMENT
5.1 Fees
Customer shall pay all Fees specified in the applicable Order Form and SOWs. Fees are quoted in U.S. dollars and are non-refundable except as expressly set forth in this Agreement.
5.2 Subscription Fees
Subscription fees are based on Customer's selected service tier and are charged on a flat-fee basis regardless of the number of Authorized Users, unless otherwise specified in the Order Form.
5.3 Professional Services Fees
Fees for Professional Services shall be as specified in the applicable Order Form or SOW. Unless otherwise specified, Professional Services are billed on a time-and-materials basis at Provider's then-current rates.
5.4 Invoicing and Payment
Provider will invoice Customer in advance for subscription fees. Customer shall pay all invoices within thirty (30) days of the invoice date.
5.5 Late Payments
If Customer fails to pay any amount when due, Provider may: (a) charge interest at 1.5% per month; and (b) suspend access upon fifteen (15) days' notice if payment remains outstanding.
5.6 Taxes
All Fees are exclusive of taxes. Customer is responsible for all applicable taxes, except for taxes based on Provider's income.
5.7 Price Changes
Provider may change subscription Fees upon at least sixty (60) days' notice prior to the start of any renewal Subscription Term.
6. TERM AND TERMINATION
6.1 Agreement Term
This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated.
6.2 Subscription Term and Renewal
Unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Subscription Term will automatically renew for successive equal periods.
6.3 Termination for Cause
Either Party may terminate: (a) upon thirty (30) days' written notice for uncured material breach; or (b) immediately upon written notice for insolvency or bankruptcy.
6.4 Termination for Convenience
Customer may terminate an Order Form for convenience upon sixty (60) days' written notice. No refund shall be provided for any prepaid subscription Fees.
6.5 Effect of Termination
Upon expiration or termination: (a) Customer's access rights cease immediately; (b) Customer shall pay all accrued Fees; and (c) each Party shall return or destroy the other Party's Confidential Information upon request.
6.6 Data Export and Deletion
Upon termination, Customer shall have ninety (90) days to export Customer Data. After the export period, Provider shall delete all Customer Data from production systems and, within one hundred eighty (180) days, from backup systems. Provider shall provide written certification of data destruction upon request.
6.7 Survival
Sections 1, 3.1, 4.2(d), 5, 6.5–6.7, 7, 8, 9, 10, 11, and 12 shall survive termination or expiration of this Agreement.
7. CONFIDENTIALITY
7.1 Definition
"Confidential Information" means information disclosed by one Party to the other that is marked as confidential or that reasonably should be understood to be confidential, including Customer Data, Provider's technology and pricing, and the terms of this Agreement.
7.2 Obligations
Each Party shall: (a) use Confidential Information only as necessary to exercise rights under this Agreement; (b) protect it with at least the same care as its own confidential information; and (c) not disclose it except to those with a need to know who are bound by equivalent obligations.
7.3 Exceptions
Confidential Information does not include information that: (a) is publicly available without breach; (b) was known prior to disclosure; (c) is received from a third party without confidentiality obligation; or (d) is independently developed.
7.4 Required Disclosure
A Party may disclose Confidential Information if required by law, provided it gives the other Party prompt notice (where permitted) and discloses only the minimum required.
8. INTELLECTUAL PROPERTY
8.1 Provider IP
Provider and its licensors retain all right, title, and interest in the Services and Documentation. No rights are granted except as expressly set forth in this Agreement.
8.2 Feedback
If Customer provides Feedback, Customer grants Provider a royalty-free, worldwide, perpetual, irrevocable license to use, modify, and incorporate such Feedback without obligation to Customer.
8.3 Aggregated Data
Provider may use aggregated, de-identified data derived from Customer's use to improve the Services, provided it cannot reasonably identify Customer or any individual.
9. WARRANTIES AND DISCLAIMERS
9.1 Mutual Warranties
Each Party represents and warrants that: (a) it has authority to enter into this Agreement; (b) it will comply with applicable laws; and (c) it will not knowingly transmit malicious code.
9.2 Provider Warranties
Provider warrants that: (a) the Services will perform materially in accordance with the Documentation; (b) Professional Services will be performed in a professional and workmanlike manner; and (c) Provider will maintain reasonable security measures as described in Section 3.2.
9.3 Customer Warranties
Customer warrants that: (a) it has all necessary rights to provide Customer Data; (b) its use will comply with applicable laws and professional responsibility rules; and (c) it will obtain all necessary consents for Provider to process personal data.
9.4 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.5 No Legal Advice
PROVIDER IS A TECHNOLOGY COMPANY. THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE. AI FEATURES AND ALL OTHER FUNCTIONALITY ARE TOOLS TO ASSIST CUSTOMER'S LEGAL PROFESSIONALS, NOT REPLACEMENTS FOR PROFESSIONAL JUDGMENT. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL LEGAL DETERMINATIONS, PROFESSIONAL RESPONSIBILITY COMPLIANCE, AND VERIFICATION OF ALL OUTPUTS.
9.6 Third-Party Services
Provider does not warrant and is not responsible for the performance, availability, or accuracy of third-party services integrated with the Services.
10. LIMITATION OF LIABILITY
10.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.
10.2 Liability Cap
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.3 Excluded Claims
The limitations in Sections 10.1 and 10.2 shall not apply to: (a) indemnification obligations; (b) breach of confidentiality; (c) Customer's breach of Section 2.6; (d) Customer's payment obligations; (e) gross negligence, willful misconduct, or fraud; or (f) Provider's breach of Section 3.5(b) (No Model Training).
10.4 Specific Limitation for Migration Services
PROVIDER'S TOTAL LIABILITY FOR MIGRATION SERVICES SHALL NOT EXCEED THE FEES ACTUALLY PAID FOR SUCH SERVICES. PROVIDER SHALL HAVE NO LIABILITY FOR DATA LOSS OR INACCURACY IN MIGRATED DATA THAT CUSTOMER FAILS TO IDENTIFY DURING THE VALIDATION PERIOD.
10.5 Specific Limitation for AI Features
PROVIDER SHALL HAVE NO LIABILITY FOR ANY DECISIONS MADE IN RELIANCE ON AI FEATURE OUTPUTS, INCLUDING PRIVILEGE DETERMINATIONS, DOCUMENT CLASSIFICATIONS, OR RELEVANCE SCORES.
11. INDEMNIFICATION
11.1 Provider Indemnification
Provider shall defend and indemnify Customer from third-party claims alleging that Customer's use of the Services in accordance with this Agreement infringes a third party's intellectual property rights, except where claims arise from Customer Data, modifications not made by Provider, or use in violation of this Agreement.
11.2 Customer Indemnification
Customer shall defend and indemnify Provider from third-party claims arising from: (a) Customer Data; (b) Customer's breach of this Agreement; (c) violation of applicable law or professional responsibility rules; or (d) Customer's use of Migration Services or AI Features.
11.3 Indemnification Procedures
The indemnified Party shall: (a) promptly notify the indemnifying Party; (b) give the indemnifying Party sole control of defense and settlement; and (c) provide reasonable cooperation.
12. GENERAL PROVISIONS
12.1 Governing Law
This Agreement shall be governed by the laws of the State of Washington, without regard to conflict of laws principles.
12.2 Dispute Resolution
Any dispute shall be resolved exclusively in the state or federal courts located in King County, Washington. Each Party consents to personal jurisdiction and waives any objection to venue.
12.3 Notices
All notices shall be in writing and delivered by email (with confirmation of receipt) or recognized overnight courier to the addresses in the Order Form. Notices to Batesly may also be sent to hello@batesly.io.
12.4 Assignment
Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12.5 Force Majeure
Neither Party shall be liable for failure or delay due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, or failures of third-party services.
12.6 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
12.7 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.8 Waiver
No waiver shall be effective unless in writing and signed by the waiving Party.
12.9 Entire Agreement
This Agreement, together with all Order Forms, SOWs, and the DPA, constitutes the entire agreement between the Parties and supersedes all prior agreements.
12.10 Amendments
Provider may update this Agreement upon thirty (30) days' notice. Continued use after the effective date constitutes acceptance. Material changes to Customer's detriment shall not apply to the then-current Subscription Term without Customer's consent.
12.11 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts. Electronic signatures shall have the same legal effect as original signatures.
12.12 Order of Precedence
In the event of a conflict, the order of precedence shall be: (1) the applicable Order Form or SOW; (2) any DPA; (3) this Agreement; (4) the Documentation.