Terms and Conditions

1. Definitions

In these terms and conditions (the Terms):

Matter AI means the Matter AI application offered by Corto Pty Ltd (ACN 670 818 292)
LEAP means LEAP Legal Software Pty Ltd and/or LEAP North America Pty Ltd and their subsidiaries and affiliates.
LEAP Services means any application or service offered by LEAP or its subsidiaries or affiliates, excluding Corto.
LEAP Terms means the LEAP Supply and Support Terms between you and LEAP or other agreements for LEAP Services, where relevant.
LEAP Subscription means the subscription period of the relevant LEAP Terms.
Users means a person that uses or otherwise accesses Matter AI under your account.
You and your mean the named client on the LEAP Order Form
We, us, our means Corto Pty Ltd (ACN 670 818 292)

2. Scope

These Terms govern your use of Matter AI. Your use of other LEAP Services remains governed by the applicable LEAP Terms.

3. Effective Date

These Terms will apply from the earlier of the date you sign and return these Terms to us, or you install and/or use Matter AI.

4. Services

Matter AI is an AI-powered platform that aims to provide legal professionals with AI-powered insights and shortcuts into their matters. Matter AI uses third-party artificial intelligence services, including, GPT-4, OpenAI's large-scale language-generation model.

5. Right to Use

Subject to these Terms, we grant you and your Users a non-exclusive and non-transferrable right to use Matter AI during your LEAP Subscription.
Matter AI may be used by you or your users in accordance with these and the LEAP Terms. Matter AI must not be used to provide specific legal advice or as a substitute to a qualified solicitor in the relevant jurisdiction.
Corto retains the right to charge reasonable costs for its Services. Where applicable, you will be informed and required to agree to such a cost before it is charged.
The right to use under these Terms is for the sole purpose of you or your users using Matter AI for your internal business purposes and will end upon any termination of these Terms or your LEAP Subscription (whichever occurs first).

6. Suspension

We reserve the right to audit your use of Matter AI and, if we are of the opinion in our sole discretion that your use exceeds Clause 5 above or is otherwise non-compliant with these Terms we reserve the right to suspend or terminate your access to Matter AI.
Matter AI incorporates third party services, if a third-party service becomes unavailable or unsuitable for use in Matter AI (in our sole discretion), Corto may suspend the delivery of Matter AI while it investigates suitable substitute services. If a suitable substitute service cannot be found, Corto may terminate these Terms and your access to the Services effective immediately upon written notice to you.

7. Disclaimer

You acknowledge and agree that Matter AI includes elements of artificial intelligence to provide its Services.
You acknowledge that the information provided by Matter AI does not constitute legal advice nor should it be relied upon as such by you or any third party you share it with.
You agree that you will ensure that any information provided by Matter AI will be reviewed and assessed by a qualified lawyer in the jurisdiction in which you practice before being incorporated in, or relied on, in connection with any legal advice.

8. No Solicitor Client Relationship.

Your use of Matter AI or any information provided by or through Matter AI is not intended to create or does create a solicitor-client relationship between you and us.

9. Warranties

You acknowledge and agree that Matter AI is provided to you on an "as is" basis and may contain errors or may not otherwise be free from defects. You acknowledge that your use of Matter AI is entirely voluntary and at your own risk. We expressly disclaim any and all warranties in regards to Matter AI including, but not limited to, warranties regarding merchantability, fitness for purpose, availability, and completeness or accuracy of information contained in Matter AI.

10. Termination

These Terms will terminate automatically on the expiry or termination of your LEAP Subscription (whichever occurs first).

We may terminate these Terms at any time upon 30 days' written notice to you. Terminating these Terms will not have any effect on your existing agreements with LEAP.

11. Responsibilities

As a user of Matter AI, you have the following responsibilities:

Where applicable, you will allow LEAP to install new versions of Matter AI in your IT environment.
You must not submit any harmful or malicious code to Matter AI;
You agree not to use Matter AI, or permit any other person to use Matter AI, other than as set out in these Terms; and
You agree, where applicable, to pay the relevant fees and any applicable taxes as set out in an order form or invoice for the Matter AI service under Clause 5(c).

12. Intellectual Property

To the extent applicable, we retain all right, title, and interest in Matter AI. Except as expressly permitted, these Terms do not confer any intellectual property rights in Matter AI or any of its components protected by copyright or other laws.
You indemnify and hold us harmless for any loss, damage, or costs associated with a third-party claim related to your breach of our or any third-party's intellectual property rights.
You acknowledge that we may use any queries submitted by you through Matter AI for the purpose of delivering and improving Matter AI and associated Services. You assign to us all Intellectual Property Rights in your queries so that we are the sole and exclusive holder of all present and future rights in the queries. To the extent we require you to execute any formal documents required to give effect to such an assignment, you agree to do so.

13. Privacy

Matter AI involves the use of third-party services, and you acknowledge and agree that we may transfer any information automatically collected by Matter AI, submitted in a query or otherwise through Matter AI with third parties. For more information, please see our Privacy Policy.

14. Indemnity

To the extent permitted by law, you indemnify and hold us harmless for any costs, expenses, losses and damages incurred in relation to your use of Matter AI.

15. Limitation of Liability

To the extent permitted by law, we will not be liable to you or any third party for any costs, expenses, losses and damages incurred in relation to your use of Matter AI howsoever arising. In no circumstances will we be liable for any indirect or consequential losses, loss of profits, loss of revenue, loss of business opportunity or loss or damage to data. To the extent permissible by applicable law, our aggregate liability, for any cause whatsoever, and regardless of the form of the action, is limited to the amount of fees paid, if any, by you for under these Terms in the six (6) months immediately preceding the date on which the claim arose.

16. No Agency

Nothing in these Terms will create or imply an agency, employment, partnership or joint venture relationship between you and us.

17. No Waiver

The waiver by either party of a breach or default in any terms in these Terms will not be a waiver of any other breach of the same or other provisions; nor will any delay or omission on the part of either party to exercise any right that it has or may have, operate as a waiver of any breach or default by the other party.

18. Amendments

We may amend these Terms by notice on our website or by e-mail to you at any time. Your continued use of Matter AI following any amendment of the Terms will mean you accept the amendments.

19. Applicable Law

These Terms are governed by the laws of New South Wales, Australia and the exclusive jurisdiction of the courts of New South Wales.

20. Entire Agreement

These Terms sets out the entire agreement relating to your use of Matter AI and supersede all prior agreements, discussions, and understandings, whether oral or written, relating to Matter AI.