Updated 1/2/2025
Terms of Use Agreement for First Draft between you and Gray Paper Legal, LLC (GPL).
GPL grants you a non-exclusive, non-transferable, limited license to access and use the First Draft service (“Service”) solely for your own business purposes in your practice of law to generate first draft complaints.
You shall not:
GPL may temporarily suspend access to the Service for operational purposes including maintenance, repairs, installation of upgrades, or for other purposes. GPL will make reasonable efforts to notify you before GPL suspends access to the Service by posting a message on the platform, by email, or any other method GPL deems appropriate. GPL will make best efforts to confine any suspension in a manner that minimizes disruption to the Service but GPL may temporarily suspend operations without notice at any time to complete necessary repairs.
GPL reserves the to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice.
The Service is intended for use by legal professionals only and not by persons younger than 16 years. You warrant that you are no younger than 16 years of age. Also, the Service is expressly not intended for marketing to, or use by, citizens of the European Union.
Except for the non-exclusive license granted pursuant to this agreement and the work product you generate with the Service (i.e., complaints), you agree that the Service, including all software, technology, designs, materials, information, intellectual property, and content made available through the Service, are the property of GPL or its licensors. GPL claims no right, title, or interest to your data or the work product you generate using the Service.
You acknowledge and agree that GPL may use third party services and other partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and update the Service. These third party services support the Service but they do not constitute the Service for purposes of this agreement.
GPL offers additional legal support services to lawyers, law firms, and other legal professionals. These services include legal research, customized document automation, data analytics, a secure client portal, among others. Use of these services is not governed by this agreement. Instead, you may use these services by agreeing to the separate service agreement available when you sign up for those services at secure.graypaperlegal.com.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GPL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, LOSS OF A LEGAL CASE OR POSSIBLE DAMAGES UNDER IT, RESULTING FROM:
IN NO EVENT SHALL GPL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THE COMPANY IN THE LAST SIX MONTHS OR $1,000 USD, WHICHEVER IS GREATER.
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GPL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.
MOREOVER, THE SERVICE PROVIDES ONLY FIRST DRAFT WORK PRODUCT. THE SERVICE IS NOT A REPLACEMENT FOR YOUR PROFESSIONAL JUDGMENT. YOU MUST INDEPENDENTLY REVIEW, VERIFY, AND EDIT THE SERVICE OUTPUT BEFORE USING IT IN YOUR PRACTICE.
There is no attorney-client relationship between you and GPL. GPL is not a law firm and these terms do not constitute an engagement letter for legal services. We do not limit use of our software to avoid conflicts of interest with other users (to which there very well may be). There is no attorney-client privilege between us. While your use of the Service may be protected from disclosure in court by way of a work-product doctrine, that is not the result of an attorney-client privilege between us if such privilege exists.
You agree to indemnify and hold harmless GPL and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including attorney's fees) arising out of or in connection with your use of the Service or a breach of an obligation of this agreement. GPL will provide you prompt notice of any indemnifiable event or loss. You will undertake, at your own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to GPL. GPL reserves the right to participate in the defense of the claim, suit, or proceeding, at GPL’s expense, with an attorney chosen by GPL.
GPL shall defend, indemnify and hold you harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against you by a third party alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that you promptly give GPL written notice of the Claim; offer GPL control of the defense and settlement of the Claim (provided that GPL may not settle any Claim unless it unconditionally releases Subscriber of all liability); and provide GPL, at GPL’s cost, all reasonable assistance.
GPL shall not be required to indemnify you in the event of the following to the extent that the infringement or misappropriation would not have occurred but for such use:
GPL agrees to hold in confidence and not disclose to any third party any confidential information you may share in connection with this agreement or in your use of the Service. For more information regarding privacy, security, and access, see the GPL Privacy Policy.
To access and use the Service, you need to register and create an account. This includes creating a password. It is your responsibility to create a secure password and to keep this password confidential.
You are entirely responsible for all activities that occur under your account, including any charges that may incur and any content that is posted through your account. In the event you become aware of any unauthorized use of your account or any breach of security, including loss, theft, or unauthorized disclosure of your password, you agree to immediately notify GPL at support@graypaperlegal.com
GPL takes reasonable steps to protect your personal and account information but GPL cannot and does not guarantee the security of any information you disclose or transmit to us online and we are not responsible for the theft, destruction, or inadvertent disclosure of your information where our own security measures have been breached. See privacy policy for additional information about how we maintain and manage data privacy.
In the event of a security breach or unauthorized access to user data, GPL will promptly notify directly affected users. Notification will be made as soon as reasonably possible, but no later than seventy-two (72) hours after GPL becomes aware of the breach, subject to any delay necessary due to law enforcement requirements or as required by law or regulation.
The notification to affected users will detail, to the extent available, the nature of the security breach, the specific categories of personal data that were involved, the estimated number of affected individuals, the likely consequences of the breach, and the measures taken or proposed by GPL to address and mitigate the security breach. Affected users will be informed through their provided contact information and, as appropriate, through additional means of communication to ensure effective notification.
This agreement shall be governed by and construed in accordance with Minnesota law.
Gray Paper Legal may amend this agreement from time to time in its sole discretion by posting a revised version on the Service. User's continued use of the Service following the posting of any revised Agreement constitutes User's acceptance of such revised Agreement.
The failure of either party to enforce any term of this agreement does not constitute a waiver of such provision or of the right to enforce it at a later time.
This agreement constitutes the entire agreement between the partis and supersedes any prior agreements between the parties including, but not limited to, any prior versions of this agreement.