Terms and Conditions of Service - CourtChat

TERMS OF USE
Effective June 1, 2025
 
These Terms and Conditions ("Agreement") govern the access and use of the CourtChat virtual assistant platform ("Service" or "Solution") provided by Judicial Systems, Inc. ("Provider," "Company," "we," "us," or "our"), a Texas corporation, by any client ("Client") and its authorized end users ("End Users"). By accessing or using the Service, you agree to be bound by these Terms.

     1.   DEFINITIONS
 
For purposes of this Agreement, capitalized terms are defined as follows.
 
  • "Agreement" means these Terms and Conditions, including all referenced appendices, exhibits, work orders, and amendments.

  • "Authorized User" means any individual authorized by Client to access and use the Service, including employees, contractors, agents, or representatives.

  • "Client Data" means any data, information, or content submitted by Client or its End Users through the Service, including Court Data.

  • "Confidential Information" has the meaning set forth in the Confidentiality section.

  • "Court Data" means any documents, communications, metadata, or other digital content associated with court systems or judicial operations.

  • "Documentation" means user manuals, technical specifications, onboarding materials, and other descriptive content for the Service.

  • "End Users" are employees, contractors, and representatives authorized to access the Solution.

  • "Incident" means any unplanned interruption or degradation of Service performance.

  • "Service" / "Solution" means the CourtChat platform, including APIs, documentation, software, features, enhancements, and modifications.

  • "Sensitive Data" means data protected under applicable privacy laws, including PII, PHI, and confidential judicial information.

  • "Subprocessor" / "Third-Party Provider" means any subcontractor engaged to deliver or support the Service under binding data protection terms.

  • "Term" means the duration of the Agreement as defined in the Term and Termination section.

  • "User-Generated Content" means any input, content, or interaction submitted by Authorized Users.

     2.   INCORPORATION BY REFERENCE
 
These Terms incorporate the following appendices by reference, each of which governs key operational, technical, and security aspects of the Service:
 
  • Service Level Agreement (SLA): Defines uptime guarantees, incident classification, service credits, and response/resolution times.

  • Business Continuity Plan: Describes disaster recovery and continuity measures, including breach notification protocols.

  • API Security Standards: Outlines integration safeguards, rate limits, authentication, and endpoint protection requirements.

  • Privacy Policy: Describes how Provider collects, uses, discloses, and retains personal data of Clients and End Users.

These appendices are made available to authorized Clients and Partners upon request and are subject to confidentiality provisions. By using the Service, you agree to comply with the terms of these appendices.

     3.   SCOPE OF SERVICE
 
The Service is a cloud-based virtual assistant platform designed to support public-facing and operational court functions through secure, AI-driven automation. Key use cases include: answering public questions, automating common inquiries, and integrating with judicial data systems. Features are defined in applicable Work Orders and Service Documentation.
 
     4.   ACCESS TO SOLUTION
 
Subject to these Terms, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable subscription license for Client and its Authorized Users to access and use the Service and Documentation solely for internal court-related business purposes. The scope and limits of usage are further defined in the relevant SLA and any signed Work Orders.
 
     5.   RESTRICTIONS
 
Client agrees to use the Service only as permitted under this Agreement and the Documentation. Without limiting the foregoing, Client shall not and shall not allow any third party to:
 
  • (i) decompile, disassemble, reverse engineer, translate, or otherwise attempt to discover any source code or trade secrets in the Service;

  • (ii) rent, resell, lease, or commercially exploit the Service;

  • (iii) use the Service to develop or offer a competing product;

  • (iv) violate any applicable export controls in using the Service;

  • (v) remove, alter, or obscure any copyright, trademark, or proprietary notice;

  • (vi) use the Service with unsupported third-party hardware or services.

Client remains responsible for all actions taken by its End Users and shall ensure their compliance with this Agreement. Any breach by an End User will be deemed a breach by the Client.
 
     6.   SUPPORT AND MAINTENANCE
 
During the Term, Company shall provide Client with reasonable support via email. The Company will use commercially reasonable efforts to resolve reproducible failures of the Solution in accordance with the Service Level Agreement. All support inquiries must be submitted via the channels designated in the applicable SLA. Company does not assume responsibility for any interactions outside its support system or for managing third-party vendors on behalf of Client.
 
     7.   SERVICES

Provider may perform implementation, configuration, training, and other professional services as detailed in one or more Work Orders ("Services"). Each Work Order shall define the scope, deliverables, responsibilities, and applicable fees. Services shall be provided using skilled personnel and in accordance with applicable standards.
 
     8.   SUBPROCESSORS AND SUBCONTRACTORS
 
Company may use qualified subcontractors or Affiliates to deliver or support the Service. All such parties are bound by confidentiality and data protection obligations consistent with this Agreement. Company remains fully responsible for the acts and omissions of its subcontractors.

Where the Service is hosted or supported by a third-party infrastructure provider (e.g., Microsoft Azure or Amazon Web Services), Provider remains responsible for acts or omissions of such provider solely to the extent those acts relate to delivery of the Service to Client and are within Provider’s reasonable control. Provider shall not be liable for service interruptions caused by such providers if due diligence and industry standards are met.
 
     9.   ACCEPTANCE AND CHANGE ORDERS
 
Upon delivery of Service deliverables, Client shall have a 48-hour period ("Inspection Period") to review for conformity with agreed acceptance criteria. If non-conformities are identified, Client must notify Company in writing within the Inspection Period. Absent such notice, the Services shall be deemed accepted. Any changes to an active Work Order must be set forth in a mutually executed Change Order outlining the revised scope, timeline, fees, or other modifications.
 
     10. FEES AND PAYMENT
 
In the event of nonpayment not subject to good faith dispute, Provider may, after giving five (5) business days' written notice and opportunity to cure, suspend access to the Service until all past due amounts are paid. Late payments may also accrue interest at a rate of 1.5% per month or the maximum rate allowed by law, whichever is lower.

Unless explicitly stated otherwise in a Work Order, time-and-materials services will be billed at the Company’s then-current rates.
 
     11. CLIENT RESPONSIBILITIES
 
Client shall:
 
  • Cooperate reasonably with Provider to facilitate delivery and support of the Service, including providing necessary access to personnel, systems, and data;

  • Ensure that all Authorized Users comply with the terms of this Agreement and maintain the confidentiality and security of login credentials;

  • Provide and maintain the necessary internet connection, software, and equipment required to access and use the Service;

  • Comply with all applicable laws and regulations in its use of the Service, including data privacy and export control laws.

Client is solely responsible for the accuracy, quality, and legality of all Client Data and for obtaining any necessary consents or authorizations to use such data in the Service.
 
     12. WARRANTIES AND DISCLAIMERS
 
Provider Warranties. Company represents and warrants that it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder. Provider warrants that the Service will materially conform to the Documentation under normal use.

Client Warranties. Client represents and warrants that it has the full right, power, and authority to enter into this Agreement and that its use of the Service and submission of Client Data will not violate any applicable laws or third-party rights.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF RESULTS. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
 
     13. CONFIDENTIALITY
 
Each party ("Receiving Party") may receive or have access to confidential or proprietary information of the other party ("Disclosing Party"), including but not limited to business operations, technology, pricing, product plans, and customer data ("Confidential Information").

Confidential Information does not include information that:
 
  • (i) becomes publicly known without breach;

  • (ii) was rightfully known to the Receiving Party without restriction prior to disclosure;

  • (iii) is lawfully disclosed by a third party without confidentiality obligations;

  • (iv) is independently developed without reference to the Disclosing Party’s Confidential Information.
 
The Receiving Party agrees to:
 
  • Use Confidential Information solely to fulfill obligations under this Agreement;

  • Protect such information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care;

  • Not disclose such information to any third party except as authorized or required by law.

  • If disclosure is required by law, the Receiving Party will, where legally permissible, provide advance notice to the Disclosing Party to seek a protective order.

     14. CLIENT DATA OWNERSHIP AND RIGHTS

Client retains all rights, title, and interest in and to Client Data. Company shall only access or use Client Data as necessary to provide the Service, for purposes of internal analytics, system tuning, and security monitoring, or as otherwise required by law. Client grants Company a limited, non-exclusive, worldwide license to process and transmit Client Data for these purposes.

Client is responsible for ensuring all necessary consents and notices are obtained from individuals whose data is included in Client Data. Company shall not acquire any ownership rights in Client Data.

Upon termination or expiration of the Agreement, and upon Client’s written request made within thirty (30) days and subject to payment of all outstanding fees, Provider shall make commercially reasonable efforts to deliver Client Data in an industry-standard structured format (e.g., CSV, JSON, or relational database) via secure transfer.

If no specific format is requested, Provider shall select a reasonable and readable format. Provider shall also offer reasonable assistance during the transition period (not to exceed ten (10) business days post-termination) to support Client’s migration to another solution.

All Client Data shall be securely deleted within ninety (90) days unless otherwise legally required.
 
     15. FEEDBACK AND PRODUCT IMPROVEMENTS

To the extent that Client or its Authorized Users provide suggestions, enhancement requests, comments, or other feedback related to the Service (“Feedback”), Client grants Provider a non-exclusive, worldwide, irrevocable, perpetual, royalty-free license to use, incorporate, disclose, and commercialize such Feedback for any purpose without attribution or compensation. Provider shall own all right, title and interest in any improvements or modifications to the Service resulting from Feedback.

Feedback shall not be considered Client’s Confidential Information.
 
     16. SECURITY AND COMPLIANCE
 
Company agrees to maintain reasonable administrative, technical, and physical safeguards to protect Client Data against unauthorized access or disclosure. This includes:
 
  • Encryption in transit and at rest using industry-standard protocols;

  • Access controls and authentication measures;

  • Security event monitoring and incident response;

  • Audit logging for access and use of Customer Data.

Audit Logging and Log Management. Provider shall maintain detailed audit logs for all access to and activity within the Service involving Customer Data. Logs will include user or system identity, IP address, timestamps, and interaction details (e.g., AI prompts and responses). Conversational logs will be retained for the duration of the agreement or as otherwise legally required; security logs shall be retained for at least one year. Logs will be stored securely with access restricted to authorized personnel. Upon reasonable request and subject to Provider's then-current security, confidentiality, and data protection policies, Provider shall make relevant log excerpts available to the Client or its auditors during normal business hours.

Compliance. Company shall comply with all applicable laws and standards, including HIPAA, SOC 2, and applicable privacy and cybersecurity regulations. Company shall provide evidence of compliance upon request and maintain a documented Business Continuity Plan.
 
     17. PERSONNEL SCREENING AND SECURITY REQUIREMENTS

Provider represents and warrants that all personnel assigned to deliver or support the Service (“Provider Personnel”) are authorized to work in their respective jurisdictions, and have not been convicted of a felony or any crime involving dishonesty, violence, or breach of trust. Provider shall conduct criminal background checks on all Provider Personnel with access to judicial data or court systems.

Upon Client’s reasonable request, Provider shall promptly remove any Provider Personnel suspected of engaging in conduct that could compromise the safety, security, or integrity of the Service or Client Data.

Provider shall also comply with applicable immigration and employment eligibility laws, including the use of the U.S. Department of Homeland Security’s E-Verify program for verifying eligibility of personnel assigned to Client’s account.
 
     18. INDEMNIFICATION

By Provider. Provider agrees to defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) to the extent arising out of allegations that the Service infringes or misappropriates any U.S. intellectual property right of a third party. Provider’s indemnification obligation is conditioned on Client: (i) promptly notifying Provider of the claim, (ii) allowing Provider to control the defense and settlement of the claim, and (iii) cooperating with Provider as reasonably requested.

If the Service is held or believed by Provider to infringe a third party’s rights, Provider may, at its option and expense: (a) modify the Service to be non-infringing, (b) obtain a license for Client to continue using the Service, or (c) terminate this Agreement and refund prepaid, unused fees.

By Client. Client shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses arising out of: (i) Client Data, (ii) Client’s use of the Service in violation of this Agreement or applicable law, or (iii) any breach of Client’s representations and warranties.
 
     19. LIMITATION OF LIABILITY
 
EXCEPT FOR LIABILITY ARISING FROM ITS GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL PROVIDER BE LIABLE FOR:
 
  • INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES;

  • LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA;

  • EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO PROVIDER UNDER THE APPLICABLE WORK ORDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. CLIENT'S AGGREGATE LIABILITY SHALL NOT BE LIMITED IN CASES OF NONPAYMENT OF FEES OR MISUSE OF THE SERVICE.
 
     20. TERM AND TERMINATION
 
Term. This Agreement begins on the Effective Date and continues until terminated by either party as provided herein. Each Work Order shall have its own term as specified.

Termination for Cause. Either party may terminate this Agreement or a Work Order if the other party materially breaches and fails to cure such breach within thirty (30) days of written notice.

Termination for Convenience. After the initial term of one (1) year, either party may terminate this Agreement or any Work Order for any reason with ninety (90) days’ written notice.

Effect of Termination. Upon termination:
 
  • Access to the Service shall cease;

  • All outstanding fees shall become immediately due;

  • Provider shall make Client Data available for download for sixty (60) days as outlined in Section 14.

Survival. Sections relating to confidentiality, indemnification, limitations of liability, Client Data ownership, and any others intended to survive shall remain in effect after termination.
 
     21. THIRD-PARTY SERVICES AND MATERIALS

The Service may contain or integrate with third-party services, data, websites, or software (“Third-Party Services”). Provider does not control or endorse and expressly disclaims all liability and responsibility for any Third-Party Services, including any damages, losses, or claims arising from their use. Use of such services is at Client’s own risk and subject to separate terms.

Client shall be responsible for complying with any applicable third-party terms, and Provider disclaims any warranties or liability with respect to such Third-Party Services.
 
     22. PUBLIC RECORDS AND DISCLOSURE

Provider acknowledges that Customer Data may be subject to disclosure under applicable federal, state, or local laws, including but not limited to public records laws, open government statutes, or freedom of information regulations (“Disclosure Laws”).

Upon receipt of a lawful request under such laws, Provider will cooperate with Client to facilitate compliance, including timely retrieval and delivery of relevant records. Provider shall not independently disclose Customer Data unless required by law and, where legally permissible and not prohibited by court order or applicable law, will provide reasonable advance written notice to Client prior to any such disclosure. Provider shall have no liability for any disclosure made pursuant to this section. Client is solely responsible for determining the applicability of any Disclosure Laws and for identifying information that must be disclosed or withheld.
 
     23. GENERAL PROVISIONS
 
  • Independent Contractor. Company is an independent contractor and is not an agent or employee of, and has no authority to bind, Client by contract or otherwise. Further, it is not the intention of this Agreement or of the Parties to confer a third-party beneficiary right of action upon any third party or entity whatsoever, and nothing in this Agreement will be construed to confer upon any third party or entity other than the Parties hereto a right of action under this Agreement or in any manner whatsoever.

  • Affiliates, Subcontractors, and Vendors. Some or all aspects of the Solution may be provided by the Company’s affiliates, agents, subcontractors, and information system vendors. The rights and obligations of the Company may be, in whole or in part, exercised or fulfilled by the foregoing entities.

  • Publicity. The Company may identify the Client as a customer and may use the Client’s name and logo in the Company’s customer listings, websites, and other promotional and marketing materials. In addition, during the Term, the Company may issue press releases regarding the Parties’ relationship under this Agreement, Subject to Client’s reasonable approval and applicable law.

  • Assignment. Client may not assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of Company. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, and legal representatives.

  • Order of Precedence. In the event of a conflict among the terms of this Agreement and any Work Order, appendix, or attachment, the following order of precedence shall apply: (i) Work Order or Change Order; (ii) any mutually signed appendices (e.g., SLA, GSD); (iii) this Agreement. Specific terms in a Work Order shall control over general terms in this Agreement only to the extent of such conflict.

  • Choice of Law and Venue. Unless Provider has explicitly agreed in writing to the contrary, This Agreement shall be governed by the laws of the State of North Carolina, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in New Hanover County, North Carolina.

     24. CERTIFICATIONS AND COMPLIANCE REPRESENTATIONS
 
Provider certifies that:
 
  • It is not debarred or suspended from doing business with any U.S. federal or state government;

  • It is not listed on the Office of Foreign Assets Control (OFAC) sanctions list or similar;

  • It complies with applicable U.S. employment eligibility laws including the Immigration Reform and Control Act;

  • No Client funds under this Agreement shall be used to lobby any elected or appointed government officials.

     25. FORCE MAJEURE
 
Other than for payment obligations, if either Party cannot perform any of its obligations because of any act of God, court order, war, or any other cause not within the Party’s reasonable control and could not be avoided through the exercise of reasonable care and diligence (a “Force Majeure Event”), then the non-performing Party will: (i) immediately notify the other Party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event.
 
     26. ATTACHMENTS
 
All Work Orders and other terms and addenda that are referenced herein or are executed by the Parties and reference this Agreement after the Effective Date are hereby incorporated by reference.
 
     27. NOTICES
 
All notices under this Agreement shall be in writing and will be deemed duly given: (i) when received, if delivered in person; or (ii) when sent, if delivered by email to the designated email address of the receiving Party, provided no automated delivery failure notification is received. Each Party shall designate an email address for official notices in the signature block below. Either Party may update its designated email address or contact person for notice purposes by providing written notice to the other Party, specifying the new contact details and the effective date of such change.
 
     28. AGREEMENT DRAFTED BY ALL PARTIES
 
This Agreement is the result of arm’s length negotiations between the Parties and shall be construed to have been drafted by all Parties such that any ambiguities in this Agreement shall not be construed against either Party.
 
ELECTRONIC SIGNATURES AND FACSIMILES BINDING

This Agreement, including the Work Order, this Agreement, the SLA, and related documents may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent), and Client’s acceptance will be deemed binding between the Parties. Client acknowledges and agrees it will not contest the validity or enforceability of this Agreement, including the Work Orders, this Agreement, the SLA, and related documents, including under any applicable statute of fraud because they were accepted and/or signed in electronic form. Client further acknowledges and agrees that it will not contest the validity or enforceability of a signed facsimile copy of this Agreement and related documents because it lacks an original handwritten signature. Electronic, PDF, or facsimile signatures shall be considered valid as of the date. Computer maintained records of a Party, when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.