Software License Agreement & Terms of Service

1. Preamble & Relationship of Parties

This Commercial Software License Agreement and Terms of Service ("Agreement") is entered into by and between Lexnight Technologies Inc. ("Lexnight", "Licensor") and the law firm, corporate legal department, or individual legal practitioner ("Licensee", "you") licensing and using the Lexnight software applications, documentation, and associated services.

By downloading, installing, registering, or executing the Lexnight macOS application, or by executing an Order Form referencing this Agreement, Licensee agrees to be bound by the terms and conditions set forth herein. If you are entering into this Agreement on behalf of a partnership, professional corporation, limited liability company, or other legal entity, you represent that you possess the requisite authority to bind that entity.

2. Software License Grant & Permitted Uses

Subject to the terms and timely payment of applicable subscription fees, Lexnight grants Licensee a revocable, non-exclusive, non-transferable, non-sublicensable commercial license to install, execute, and use the compiled Mach-O binary of the Lexnight macOS desktop application for Licensee's internal legal practice and client representations.

Seat Allocations by Subscription Tier:

Founding Cohort Tier: Grants one (1) named user license for installation on up to two (2) authorized Apple Silicon Mac computers exclusively operated by the designated licensee.
Solo Litigator Tier: Grants one (1) named user license for installation on up to two (2) authorized Apple Silicon Mac computers exclusively operated by the designated solo practitioner.
Law Firm Tier: Grants license seats equal to the number of purchased seats, each allocated to an individual designated attorney, paralegal, or litigation support professional within the firm.

Restrictions on Use:

Licensee shall not: (a) decompile, reverse-engineer, or disassemble the application binaries, except to the extent permitted by mandatory applicable law; (b) modify the code signatures or entitlements to inject network-egress capabilities; (c) rent, lease, time-share, or operate the software as a hosted public bureau; or (d) bypass or tamper with local cryptographic license validation routines.

3. Sovereign On-Device Processing Warranty (The Lexnight Guarantee)

To address the stringent confidentiality obligations imposed by ABA Model Rule 1.6, ABA Formal Opinion 512, and state bar ethics rules, Lexnight provides the following affirmative warranty:

Lexnight Air-Gapped Architectural Warranty Section 3.1 Affirmative Covenant

"Lexnight expressly warrants that the desktop application executes all document text extraction, optical parsing, timeline synthesis, entity indexing, contradiction analysis, and report generation 100% locally on Licensee's Apple Silicon hardware. The compiled application binary contains zero network client runtime entitlements (com.apple.security.network.client: ABSENT) and will not transmit discovery exhibits, client transcripts, user prompts, or analysis outputs across public networks or to Lexnight servers."

In the event of any verified breach of this Section 3 warranty, Licensee shall be entitled to immediate termination of the Agreement and a full refund of all subscription fees paid during the preceding twelve (12) months as Licensee’s sole and exclusive remedy.

4. Attorney Professional Responsibility & Verification of Work Product

Lexnight is an assistive legal discovery and document analysis productivity tool. Lexnight is not an attorney and does not provide legal advice.

Mandatory Duty of Verification (ABA Model Rule 1.1): Licensee expressly acknowledges that under Model Rule 1.1 (Competence) and ABA Formal Opinion 512, licensed counsel of record maintains an affirmative, non-delegable duty to independently inspect and verify all chronological dates, Bates citations, factual assertions, and contradiction alerts produced by Lexnight before citing or submitting them to any court, tribunal, arbitrator, or opposing party.

5. Intellectual Property Rights & Absolute Client Ownership

Licensee Ownership of Client Matter Data & Work Product:

Licensee and its clients retain 100% sole and exclusive title, copyright, ownership, and all intellectual property rights in and to:

All discovery documents, pleadings, deposition transcripts, emails, and exhibits imported into Lexnight;
All factual chronologies, entity summaries, contradiction analyses, and generated reports (including ReviewReport.md and ReviewReport.json); and
All attorney notes, tags, annotations, and matter metadata.

Lexnight claims zero title, license, interest, or moral rights in Licensee’s client files or attorney work product. Because processing occurs offline, Lexnight never possesses or hosts Licensee’s work product.

Lexnight Intellectual Property:

Lexnight retains all rights, title, and interest in and to the desktop application software, user interface design, Rust indexing engines, compiled algorithms, documentation, and the Lexnight brand and trademarks.

6. Subscription Billing, Cohort Pricing & Money-Back Guarantee

Subscription Fees:

Subscriptions are billed on a recurring monthly or annual basis as specified during enrollment. All stated fees are exclusive of applicable state and local sales taxes.

Founding Cohort ($79/month): Rate locked for the continuous life of the active subscription for the first 20 verified founding law firm seats.
Solo Litigator ($129/month): Standard monthly subscription for single-practitioner litigation workflows.
Law Firm Tier ($99/seat/month): Multi-seat practice group licensing with centralized firm billing.

Unconditional 30-Day Money-Back Guarantee: If Lexnight does not uncover trial-winning contradictions or save your litigation team billable hours on your first discovery review matter, contact billing@lexnight.com within thirty (30) days of your initial purchase for a full 100% refund, no questions asked.

7. Mutual Confidentiality & Commercial Non-Disclosure

To the extent either party receives proprietary business information from the other party (such as non-public commercial terms, roadmap previews, or feedback), the receiving party agrees to exercise the same degree of care it uses to protect its own confidential information of like nature, but in no event less than reasonable care.

For avoidance of doubt: Lexnight does not receive client discovery documents, case files, or attorney work product under this Agreement, as all such data remains strictly on Licensee's local hardware.

8. Warranties, Hardware Specifications & Disclaimers

Hardware and Platform Prerequisites: Licensee acknowledges that Lexnight is engineered specifically for Apple Silicon hardware (Apple M1, M2, M3, M4 series or later) running macOS 15.0 Sequoia or later with Apple Intelligence support. Running the application on unsupported hardware or modified kernels may degrade performance or disable on-device Foundation Model inference.

General Warranty Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 3 (OFFLINE PROCESSING WARRANTY), LEXNIGHT PROVIDES THE SOFTWARE "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Consequential Damages Waiver: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF EVIDENCE, TRIAL SANCTIONS, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Aggregate Liability Cap: EXCEPT FOR BREACHES OF SECTION 3 (OFFLINE PROCESSING WARRANTY) OR INTELLECTUAL PROPERTY INFRINGEMENT, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY LICENSEE TO LEXNIGHT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Term, Termination & Zero Vendor Lock-In

Licensee may cancel its subscription at any time via the customer billing portal or by emailing billing@lexnight.com. Cancellation will take effect at the conclusion of the current monthly or annual billing period.

Zero Vendor Lock-In Guarantee:

Because all review reports (ReviewReport.md, ReviewReport.json), evidentiary manifests (manifest.json), and audit logs (AuditLog.txt) are saved locally on your Mac in open, standard formats (Markdown and JSON), terminating your subscription will never lock or delete your existing legal work product. All generated files remain permanently accessible to your law firm.

11. Governing Law, Dispute Resolution & Severability

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved through confidential binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator sitting in Wilmington, Delaware or conducted remotely by mutual agreement.

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be severed or modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

12. Legal Notices & Contact Information

All formal legal notices under this Agreement shall be delivered in writing via electronic mail to our legal department:

Lexnight Technologies Inc.

Office of the General Counsel

Email: legal@lexnight.com

Corporate Headquarters: San Francisco, California

Zero-Collection Privacy Policy → ABA 512 Ethical Memo → Enroll in Founding Cohort