LawVu Developer Platform Terms

Last updated: 4 December 2023

  1. Welcome to the LawVu Developer Platform!
    1. Developer Services. LawVu’s “Developer Services” include our platform for developers (Developer Platform), APIs, SDKs, other developer services and associated software, data and code, as well as access to our Microsoft Power Platform Connector. The Developer Services allow developers to connect new and existing applications, products and services (Your Application) with LawVu’s legal workspace applications, products and services (LawVu Services).
    2. Developer Terms. These LawVu Developer Platform Terms (Developer Terms), LawVu’s user guides, API endpoint documentation, policies and other materials for the Developer Platform (collectively, the Documentation) apply to and govern your access to and use of the Developer Services and constitute an agreement between you and LawVu and its affiliates (referred to as “LawVu”, “we”, “our” or “us”). In the Developer Terms, you are referred to as “Developer” or “you”. If you are agreeing to the Developer Terms not as an individual but on behalf of your company, then “Developer” or “you” means your company and you are binding your company to the Developer Terms
    3. Acceptance. By accepting the Developer Terms or using the Developer Platform you agree to be bound by the Developer Terms. You may not use the Developer Platform if you do not agree to the Developer Terms..
    4. Additional Terms. Additional terms and/or fees may apply where you wish to use certain LawVu products and services, access our partner benefits or provide Your Application to third parties. We will notify you of any additional terms or fees prior to you accessing or using any of those products or services.
  2. Access to the Developer Services
    1. Registration. To access the Developer Platform, you must follow the registration process established by us. We may approve or deny access to the Developer Platform at our sole discretion. 
    2. Access Information. You must access and use the Developer Services through tokens, keys, passwords, login credentials, and other access controls that are authorized and made available to you by LawVu (collectively, Access Info). You may not share your Access Info with any other third party without our permission, and you will keep your Access Info secure at all times.
    3. Authorised Users. Each individual that accesses or uses our Developer Services and Documentation, including, but not limited, to your employees and contractors, must register as a user of the Developer Platform. 
  3. Your Use Rights
    1. Use Rights. We provide you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Developer Services and Documentation solely to enable you to develop Your Application to access or interface with the LawVu Service (your Use Rights). LawVu reserves the rights to modify or amend your Use Rights, in its sole discretion, at any time in accordance with these Developer Terms. 
    2. Usage Limits. Your Use Rights are subject to any usage limits (including API rate limits) or restrictions and as permitted in our Documentation. You must not attempt to circumvent any usage limits. LawVu reserves the right to update or amend these limits or charge you for your use of the Developer Services with prior notice to you.
    3. Release of Your Application. Any right to release or distribute any of Your Applications to third parties is not included in the Use Rights and will be subject to further agreement between you and us.
  4. Your Responsibilities
    1. Security Requirements. You must ensure that Your Applicable meets our minimum security requirements and security standards set out in the Documentation, which we may update from time to time. You must document your security measures applicable to Your Application in writing and provide these to us where requested. 
    2. Be a Good Citizen to Our Ecosystem. You share our Developer Platform with other developers. You must use the Developer Services and develop Your Application in accordance with all Documentation provided by LawVu and in accordance with good industry practice.  When using the Developer Services or Documentation,  you must:
      1. provide all assistance and information reasonably requested by us. 
      2. only use the Developer Services and Documentation for your own internal business purposes. 
      3. not resell (for a fee or other commercial benefit), sublicence or make the Developer Services or Documentation available to third parties.
      4. not use the services in a manner that breaches any third party right (including intellectual property and data privacy rights), or in a manner that is objectionable or illegal. 
      5. not undermine the security or integrity of, or impair the functionality of, the underlying systems used to provide the Developer Services or LawVu Services.
      6. not submit to the Developer Platform or LawVu Service any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
      7. not create multiple versions of Your Applications that access the Developer Services for the same or similar usages (e.g. creating customer-specific versions of Your Applications), without our prior consent;
      8. ensure that only authorised users access the Developer Services or Documentation and notify us immediately if any unauthorised access has or may have taken place.
      9. not decompile,reformat, reverse-engineer or otherwise attempt to derive the source code of any software forming part of the Developer Services or their underlying systems. 
      10. not access the Developer Services for competitive purposes (including to connect to a competitive product or to create your own competitive product) or publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) relating to the LawVu APIs.
      11. You must not use, nor permit any third party to use, the Developer Services in a manner that violates any applicable law, regulation or these Developer Terms or any Documentation.
    3. Your Terms. Your Applications must include your own legally binding terms of use and privacy policy (Your Terms) that are publicly available to your third-party users (assuming you have third-party users or that Your Application allows for the retrieval of User Data, or where including Your Terms would be customary or appropriate under the circumstances).
  5. User Data
    1. User Data. A reference to User Data in these Developer Terms includes any data, content or information submitted or uploaded by a user of or generated by the LawVu Service, including where such data is aggregated by you across more than one user from the LawVu Service. 
    2. Access to User Data.  If a user of the LawVu Service allows Your Application to retrieve any User Data from the LawVu Service, you must
      1. access only the minimum data fields Your Application needs to work properly, as permitted by the user; 
      2. ensure the User Data is collected, processed, transmitted, maintained and used in accordance with Your Terms, all applicable laws and take all reasonable measures to protect the privacy and security of the User Data.
      3. ensure Your Terms contain clear and legally adequate disclosures about the nature of Your Application’s integration with the LawVu Services  and the User Data you are collecting and how you may use it.  
      4. not use User Data to assist with any unsolicited marketing communication (electronic or otherwise) to any person;
      5. not transfer any User Data, in the form provided through the Developer Platform, to any third party, except as expressly required to provide the services in accordance with Your Terms or the operation of Your Application;
      6. only use the Developer Platform directly and must not act as a connector to a third party that will receive or otherwise benefit from User Data obtained through the Developer Platform;
      7. permit any third party to use any User Data, for any purpose not directly related to your advertised service offering and otherwise in accordance with Your Terms.
    3. Our Terms and use of User Data. A user’s access or use of the LawVu Service is subject to LawVu’s terms of service or other applicable terms agreed by us with the user, not Your Terms. If we receive any User Data from or on behalf of a user, including through or enabled by Your Application, we will treat such User Data under our applicable terms of service, our Privacy Policy and any other applicable terms agreed by us with the user,  and Your Terms will no longer apply.
  6. Support and Modification
    1. Our support. While we may provide you with support or modifications for the Developer Services, we are not obligated to do so and have no obligation to fix or respond to errors you may encounter. You must provide all support for Your Application to end users. We do not assume any responsibility for Your Application.
    2. Vulnerabilities. If you identify any vulnerability in connection with the Developer Platform, you must promptly and responsibly disclose it to us by submitting a vulnerability report to security@lawvu.com.  Any such vulnerability constitutes LawVu Confidential Information.
    3. Updates to our Developer Services. We frequently release updates, modifications and enhancements to the Developer Services. We may also impose additional eligibility requirements or restrictions for access to the Developer Services or discontinue part or all of the Developer Services. If we modify the LawVu API, we may require you to use the modified version, which may not be compatible with Your Applications developed using previous versions. We may not be able to provide you with individual notice of the changes. We will not be liable or responsible for any compatibility issues. 
  7. Your Data
    1. Our Privacy Policy. Our Privacy Policy is an important part of the Developer Terms and describes in more detail how we deal with personal data, like your name and email address.  This Privacy Policy may change from time to time, provided that changes will not result in a material reduction in the level of protection provided for your personal data.  You and we agree to comply with our respective obligations under privacy laws applicable to the collection, storage, use and processing of personal data (as defined in applicable privacy laws). In addition to our Privacy Policy, where You use the Developer Platform, we may disclose personal information about developers for (a) attribution purposes, (b) handling inquiries from users or potential users, (c) for marketing purposes and (d) other purposes we reasonably deem necessary under these Developer Terms. 
    2. Anonymised statistical data. We may create anonymised statistical data from your usage of our Developer Platform, including through aggregation. Once anonymised, we may combine or incorporate it with other data from other individuals and use it for our own purposes, such as to provide and improve our LawVu Services the Developer Platform, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.  
  8. Confidential Information
    1. Confidentiality obligation. While using our Developer Services, you may share Confidential Information with us, and you may become aware of Confidential Information about us.  Each of us must keep the other’s Confidential Information confidential unless disclosure is required by law or the rules of a stock exchange, or disclosure is necessary to give effect to this Agreement, or disclosure is made to a lawyer, accountant or another professional advisor or related party of yours or ours. If Confidential Information is to be disclosed by law or stock exchange rules, the party disclosing it must immediately notify the other party in writing (where permissible) and only disclose to the extent required.  Except where the information is public knowledge or received from a third party without restriction, any disclosure of Confidential Information under this section 9 shall be subject to the disclosing party first obtaining an undertaking of confidentiality from the recipient on terms similar to those set out in this section (or, where the disclosure is required by law or stock exchange rules, shall be subject to the disclosing party using reasonable efforts to obtain such an undertaking).
    2. Returning Confidential Information. Except as otherwise agreed, if requested each of us must immediately return to the other or destroy the other’s Confidential Information, except where required to be retained by applicable law or by a regulatory authority, or where the information is located on a server as a result of automatic back-up of data in the usual operations of a party, and that data is not readily retrievable, provided that the information remains confidential.
  9. Intellectual Property
    1. Brand features. Except where expressly stated, the Developer Terms do not grant you or us any right, title, or interest in or to the other party’s brand materials, including trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (together the Brand Features). You may not use LawVu’s Brand Features without our prior written consent. 
    2. LawVu Rights. As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and the Developer Services, Documentation,  LawVu Services, LawVu’s Brand Features, our other products and services, and all related technology, websites and content, and any modifications or derivative works of the foregoing (collectively, the LawVu Materials). Except for the limited use right expressly granted to you during the term of the Developer Terms, we do not grant you any right, title, or interest in the LawVu Materials. You have no obligation to give us any suggestions, comments or other feedback relating to the LawVu Materials (Feedback). If you provide us with Feedback, you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.
    3. Your Application. You retain ownership of any intellectual property rights in Your Applications, subject to our rights in any underlying LawVu Materials. During the term of the Developer Terms, you agree to provide us with a reasonable number of copies of or other  access to Your Applications. During the term of the Developer Terms you hereby grant to us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable, right and license, under all of your intellectual property rights, to: (a) use, perform, and display Your Application and its content for purposes of our internal testing (including security testing) and for marketing, demonstrating, and making your Application available to users; and (b) link to and direct users to Your Application. Following the termination of the Developer Terms and upon written request from you, LawVu will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to Your Application from our website and the LawVu Service. We have no other obligation to delete copies of, references to, or links to Your Application. Notwithstanding the foregoing, we will not use any output data from Your Application to reverse engineer or decompile Your Application or use any output data from Your Application for the purpose of training any machine learning tools. 
    4. Independent development. You understand and acknowledge that we may be independently creating (or may receive from third parties) features, applications, content, or other products or services that may be similar to or competitive with Your Application, and nothing in the Developer Terms will be construed as restricting or preventing us from doing so. In addition, in order to allow others to benefit from the Developer Platform, you agree not to assert (or assist or encourage anyone in asserting) any patent claims against us (or our users, customers, partners or developers, or our or their respective successors, assigns) where such patent claim relates to the integration, combination or interface of any applications, products or services with the LawVu Service or our other products or services.. 
  10. Termination
    1. Termination by you. You may terminate the Developer Terms at any time by ceasing all use of the Developer Services and Documentation, and notifying us.
    2. Termination by us. We may terminate the Developer Terms for any reason or any reason upon ten (10) days’ notice to you. In addition, we may suspend or terminate the Developer Terms (or your use of all or any of the Developer Platform) immediately if we believe you have violated the Developer Terms, if we believe the use of Your Application with the Developer Platform is not in our or our users’ best interests, if we cease to offer the Developer Platform or as required by applicable laws.
    3. Consequences of termination. Upon termination of the Developer Terms:
      1. all rights and licenses granted to you will terminate immediately and you must stop using all Developer Services, Documentation and any other LawVu Materials (unless you have a separate right to use them under another agreement with us);
      2. neither party is liable to the other party for terminating these Developer Terms;
      3. you must permanently delete all LawVu Confidential Information and any other data which you stored pursuant to your use of the Developer Services (other than User Data you have received and are using in accordance with Section 7(a)) and, at our request, you will confirm such destruction;
      4. Sections 4 (Your Responsibilities) through 13 (General) will survive.
  11. Your Warranty and Indemnity 
    1. Your responsibilities. You are solely responsible for your use of the Developer Services and Documentation, Your Applications and any data or content that you use with the Developer Platform.
    2. Your warranty. You represent and warrant that (a) you have full power and authority to enter into and perform these Developer Terms; (b) your use of the Developer Services and Your Applications will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications and the export of technical or personal data;  (c) all information you provide to us is and will be true, accurate, and complete; and (d) you will not interfere with our business practices, the way in which we offer the Developer Services, other services provided by us or the Developer Platform or any third party products or networks used with the Developer Platform.
    3. Your indemnity. You will indemnify, defend (at our request) and hold harmless LawVu and our affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (i) your use of the Developer Services and Documentation, (ii) Your Applications and your relationships or interactions with any users or third party distributors of Your Applications, or (iii) your breach or alleged breach of the Developer Terms. We may at our own expense participate in the defense and settlement of any claim with our own counsel, and you may not settle a claim without our prior written consent (not to be unreasonably withheld).
    4. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEVELOPER SERVICES, DOCUMENTATION, LAWVU MATERIALS AND ALL OTHER LAWVU SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. WE AND OUR THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE DEVELOPER SERVICES OR ANY DOCUMENTATION, (B) THAT WE WILL CONTINUE TO OFFER THE DEVELOPER PLATFORM OR (C) THAT USE OF ANY DEVELOPER SERVICES OR LAWVU SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. 
    5. Limitation of Liabilities. TO THE FULLEST EXTENT PERMITTED BY LAW: (A) WE WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY RELATED TO THE DEVELOPER SERVICES, LAWVU SERVICES OR MATERIALS OR OTHERWISE UNDER THE DEVELOPER TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY; AND (B) IN ANY EVENT OUR ENTIRE AGGREGATE LIABILITY UNDER THE DEVELOPER TERMS WILL BE LIMITED TO THE GREATER OF (1) THE AMOUNT YOU PAID US (IF ANY) TO USE THE DEVELOPER PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (2) ONE THOUSAND U.S. DOLLARS (US$1,000). 
  12. Modification to Terms
    1. As our Developer Services evolve we may update our terms. We may modify these Developer Terms at our discretion and provide you notice. All material modifications will be effective 30 days after we provide notice of the modifications, unless we must make immediate changes for legal reasons or to address new functionality.  Your continued use of the Developer Services will be deemed acceptance of the updated terms. If you do not accept a modified term, you may terminate this agreement. 
  13. General
    1. Entire agreement. Except for the terms of service or other terms pertaining to the LawVu Service, these Developer Terms constitute the entire agreement between us and you with respect to the subject matter in these Developer Terms, and they supersede any and all prior proposals (oral and written), understandings, representations and other communications between you and us. They do not create any third party beneficiary rights. 
    2. Relationship between the parties:  Nothing in this Agreement will constitute either party as the partner, agent, employee or officer of the other party, and neither party will make any contrary representation to any other person.
    3. No waiver; severability. If you do not comply with the Developer Terms, and we do not take action right away, this does not mean that we are giving up any rights that we may have (such as taking action in the future). If any provision of the Developer Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Developer Terms remain in full force and effect. 
    4. Interpretation. In the Developer Terms, “including” (and similar terms) are to be construed without limitation, and headings are for convenience only. 
    5. Assignment. You may not assign the Developer Terms, in whole or in part, without our prior written consent, and any assignment without such consent is null and void. We may assign, novate, transfer or delegate the Developer Terms at our discretion. 
    6. Remedies. You acknowledge that your breach of the Developer Terms may cause irreparable harm to us, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which we may be legally entitled, we will have the right to seek immediate injunctive relief in the event of a breach of the Developer Terms by you or any of your officers, employees, consultants, or other agents.
    7. Export. You  agree to comply with all applicable export laws and regulations (including “deemed export” and “deemed re-export” regulations) to the extent applicable to your access and use of the Developer Services. You agree that no data, information, software programs and/or materials resulting from the Developer Services will be exported, directly or indirectly, in violation of applicable export laws or will be used for any purposes prohibited by these laws.
    8. Governing Law. The Developer Terms are governed by the laws of New Zealand.  We and you submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this Agreement.