Terms of Service

Last Revised: January 25, 2023

Terms of Service

NOTICE: THE FOLLOWING TERMS AND CONDITIONS APPLY TO ANY END USER USING TLATECH INC.’s (THE “COMPANY”) SITE, PRODUCTS AND OFFERINGS, INCLUDING THE SYLLO PRODUCT.

You are an End User who (i) has been invited by a Customer to access the Site (as defined below) as an authorized user, (ii) has accessed the Site pursuant to a contract entered into directly with the Company, or (iii) has been granted access to the Site directly by the Company without execution of a separate contract. As an End User, upon accessing the Site, you hereby agree to abide and be bound by these terms of use (the “Terms”) which may be modified at any time at the Company’s sole discretion.

These Terms are a binding agreement between you and the Company and govern your use of the Company’s website (at syllohq.com) and all contents, the services and products offered or provided on or through such website (collectively, the “ Site”). By logging into, or using, the Site, you automatically agree to these Terms and acknowledge all policies and procedures that the Company may publish from time to time on the Site at policies.syllohq.com or app.syllohq.com/policies, including the Company’s Privacy Policy (available at app.syllohq.com/policies/privacy).

Any failure by you to comply with these Terms shall be deemed to be a material breach by you, and the Company shall not be liable for any damages incurred by you or any third-party resulting from such breach.

You agree that, if access to the Site is being provided to you by a Customer pursuant to a Licensing Agreement (as defined below), your use of the Site, and the rights you are granted hereunder, are subject to both these Terms and the terms of the Licensing Agreement. In the event of a conflict between these Terms and the terms of any Licensing Agreement, the terms of the Licensing Agreement shall govern.

Please note that Section 20 contains an arbitration clause and a class action waiver. By agreeing to these Terms, End User agrees (a) to resolve all disputes with Company through binding individual arbitration, which means that End User waives any right to have those disputes decided by a judge or jury, and (b) that End User waive their right to participate in class actions, class arbitrations, or representative actions. End User has the right to opt-out of arbitration as explained in Section 20.

Definitions
1. “End User Account” and “End User’s Account” means the End User’s account credentials to access the Site, and correlating access to the underlying products and services.
2. “Customer Administrator” means a Customer-designated individual who is granted “administrative” login credentials to the Site for such Customer and has administrative control over the Site for such Customer, who oversees use of the Site within a Customer’s organization, and who grants access to the Site to End Users on Customer’s behalf.
3. “Beta Previews” mean software, products, services, or features which the Company is still testing and evaluating, and which are identified as alpha, beta, preview, early access, confidential pilot, or evaluation, or words or phrases with similar meanings.
4. “Case” means a case created by an End User on the Syllo product, to which such End User can grant access to other End Users, such that multiple End Users can collaborate on projects related to a Case. An End User may create, or have access to, multiple Cases.
5. “Case Administrator” means the End User which has administrative controls over a Case. The End User who creates a Case shall be the original Case Administrator; provided that any Case Administrator may delegate such function to another End User, who shall then become the Case Administrator for such Case.
6. “Content” refers to materials, documents and other information, including, without limitation, code, text, data, messages, contacts, information, files, articles, images, videos, photographs, weblinks, graphics, software, applications, packages, designs, features, changes/edits or modifications to documents, and other content and materials, written, created, transmitted, linked or uploaded by an End User and available on the Site.
7. “Customer” means an individual or legal entity (such as, without limitation, an employer, school, third-party agency, contractor, and/or any third-party collaborator) who has executed a Licensing Agreement with the Company. In the event of an End User who accesses the Site pursuant to a Licensing Agreement entered into by such End User directly with the Company, such End User shall be deemed to be both the “Customer” and an “End User” under these Terms.
8. “End User” means any individual who accesses the Site with authorization for any purposes (including such individual’s personal, academic or professional use), whether pursuant to a Licensing Agreement or through permission granted directly by the Company.
9. “Legal Knowledge Base” or “LKB” means a repository of legal knowledge stored on the Syllo product. Some LKBs can be set to private. Case-specific LKBs are automatically shared with all End Users who have access to the corresponding Case, and non-Case-specific LKBs can be shared with other End Users within the parameters of the Site.
10. “Liability” means any debt, liability or obligation, of any kind, character or description, whether known or unknown, absolute or contingent, secured or unsecured, joint or several, disputed or undisputed, accrued or unaccrued, due or to become due in the future, vested or unvested, liquidated or unliquidated; and any damages, harm, losses, claims, obligations, costs, or expenses (including interest, fines, penalties, reasonable attorneys’ fees and expenses, court and investigation costs and fees of expert witnesses).
11. “Licensing Agreement” means a licensing agreement between the Company and a third-party, providing for, and setting forth the terms for, use of the Site.
12. “Materials” means any operational or instructional materials (including any manuals, training materials, how-to guides, FAQs, etc.) created, or provided, by the Company to a Customer or End User, in any form, including videos, audio recordings, electronic downloads or other, in each case, relating to the use of the Site.
13. “Person” means any individual, partnership, limited liability company, corporation, estate, trust, organization, unincorporated association, joint venture, business or other legal entity, and any government or any governmental agency or political subdivision thereof.
14. “Posting Content,” “to Post” or words of similar import, means to post, upload, or link Content to the Site, or to transmit Content, or make it available, through the Site.
15. “Unauthorized User” means an individual who accesses the Site without a valid Licensing Agreement in place and without authorization granted directly by the Company.
16. “Usage Data” means data generated in connection with any Customer’s and End User’s access and use of the Site, and data derived from it. “Usage Data” shall not include Content Posted to the Site by End Users.
17. “Violation Notice” means any notice or communication alleging a violation of law (including, without limitation, copyright infringement and breach of contract), or a violation of these Terms.
Accounts
1. End User Account
  1. An End User must have an End User Account to use the Site and is solely responsible for the information it provides to create the End User Account, the security of its passwords for the End User Account, and any use of, and activity on, its End User Account.
  2. If an End User is granted End User Account credentials through a particular Customer and such End User has an email address assigned by such Customer, the End User must use the email address assigned by such Customer in creating and using its End User Account. If an End User obtains login credentials through a Customer, these Terms refer to the Customer as “the End User’s Customer” or “its Customer”.
  3. An End User may not use the Site while outside the United States.
  4. An End User’s login credentials to the Site may only be used by one person—i.e., a single login credential may not be shared by multiple people. An End User is entirely responsible for any and all activities in or on such End User Account.
  5. If an End User knows, believes or suspects that its End User Account or another End User’s Account has been compromised at any time (including, without limitation (i) through unauthorized use, or (ii) any breach of security, whether involving a username or password, or otherwise), such End User must take all necessary steps to remediate the compromise, and must provide prompt written notice to Customer’s Information Security or Information Technology teams. The Company may suspend or terminate an End User Account if it deems it necessary to address the unauthorized use or security breach.
  6. The Company has no obligation to provide multiple End User Accounts to an End User, and the Company reserves the right to refuse registration of, or to cancel, login credentials and End User Accounts that it reasonably believes to violate the terms and conditions set forth in these Terms or in any applicable Licensing Agreement.
  7. An End User’s first name and last name may be displayed on its End User Accounts, and may be visible to other End Users of the same Customer and other End Users who have access to Cases or LKBs to which such End User has access or has Posted Content. An End User must use its legal name on its End User Accounts, and may not use any fictitious name, nickname, or other name other than its legal name.
  8. If an End User has access to an End User Account via a Customer’s Licensing Agreement, (i) the End User must use its End User Account in compliance with such Customer’s terms, rules, and policies, (ii) the End User’s Account is subject to such Customer’s Customer Administrator control as set forth in these Terms, and (iii) the Customer Administrator may be able to access, disclose, restrict, add, or remove information in, to or from the End User’s Account (as set forth below) (other than LKB(s) created and controlled by the End User separately from its relation to the Customer, if any). The Customer Administrator may also be able to deactivate an End User’s Account. Upon termination or expiration of a Licensing Agreement, the Company will deactivate an End User’s Account.
  9. These Terms shall remain in full force and effect with respect to an End User (i) for as long as such End User uses or accesses the Site, even if the underlying Licensing Agreement with the applicable Customer has expired or been terminated, and (ii) after the End User has ceased using or accessing the Site with respect to any End User’s action taken while such End User was using the Site.
  10. The Company has the right to suspend or terminate an End User’s access to all or any part of the Site at any time, with or without cause, with or without notice, and effective immediately.
  11. An End User is solely responsible for monitoring access to, and use of, the Site via such End User’s Account. The Company has no obligation to verify the identity of any Person who gains access to the Site by means of an End User Account.
2. Customer Administrator Account
  1. A Customer Administrator shall be an “End User” for all purposes under these Terms, including (without limitation), the obligation to ensure that an End User’s login credentials to the Site is only used by one person.
  2. A Customer Administrator’s access generally includes, or will include, the ability to (i) access, monitor, modify, and use all Cases and LKBs at a particular Customer (including all Content related thereto), (ii) grant other End Users access to Cases and LKBs (or remove such access), and (iii) use, copy, remove, add, modify or otherwise affect any Content in the Cases and LKBs. A Customer Administrator shall not have access to, or control over, an End User’s personal LKB(s), if any, that are not under the control of the End User’s Customer.
  3. A Customer Administrator (in its capacity as a Customer Administrator) shall not be granted any rights or claims against the Company under these Terms that are separate from the Customer’s rights or claims (i.e., only the Customer may bring any claims with respect to the Site). All actions of a Customer Administrator shall be deemed to be actions of the Customer for all legal, contractual and other purposes.
  4. The Customer Administrator may be able to restrict an End User’s access to any Cases or other Content that are within the control of the Customer or any End User of the Customer. The Customer may also inform the Company that an End User is no longer part of the Customer’s organization and that such End User’s credentials are no longer associated with the Customer. The End User will then lose access to any Cases or other Content controlled by that Customer, but not to the End User’s personal LKB(s), if any, that are not under the control of the End User’s Customer, which may be accessed by the End User pursuant to another Licensing Agreement or other agreement with the Company.
3. Account Cancellation
  1. Unless prohibited by such End User’s Customer, an End User may cancel its End User Account at any time through the user settings controls in the navigation bar at the top of the screen or, if the user settings controls do not permit such cancellation automatically, then by contacting the Company at support@syllohq.com. The Company is not able to cancel End User Accounts in response to an End User’s phone request.
  2. Upon cancellation of an End User Account, the Company may retain the End User’s Content in such End User’s personal LKB(s), if any, as necessary to comply with the Company’s legal obligations, resolve disputes, and enforce the Company’s agreements. However, barring legal requirements, the Company reserves the right to delete an End User’s Account and the Content of such End User’s personal LKB(s), if any, within 90 days of cancellation of the End User’s Account by the End User itself (though some information may remain in encrypted backups). This information cannot be recovered after such date.
4. Use of the Site Without Authorization
  1. An Unauthorized User is not permitted to access or use the Site for any purpose whatsoever. If such Unauthorized User nevertheless accesses and uses the Site or Materials without authorization, such Unauthorized User’s access and use will be governed by these Terms, and such Unauthorized User shall be liable to the Company for any breach of these Terms, as well as for unauthorized access and payment for use at the rates determined by the Company.
  2. An Unauthorized User shall have no claims or rights against the Company as an “End User” or otherwise.
License
1. Subject to payment by the Customer of all applicable fees under the Licensing Agreement, and subject to the use restrictions set forth in Section 4 and elsewhere in these Terms, the Company grants to each End User a personal, limited, irrevocable (during the term of the Licensing Agreement and subject to compliance with the Terms and the Licensing Agreement), non-exclusive, non-transferable, non-sublicensable right to access and use the Site and Materials solely for the lawful purposes of the End User and solely in accordance with these Terms and with the Licensing Agreement. This license has the sole purpose of enabling you to use and enjoy the benefit of the Site and Materials as provided by Company, in the manner permitted by these Terms and subject to the limitations described below and the terms and conditions of any applicable Licensing Agreement. End User access and use of the Site may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or other actions that Company, in its sole discretion, may elect to take. In the event the Customer’s Licensing Agreement with the Company expires or is terminated, (i) all such Customer’s End Users’ right to use the Site will automatically expire or terminate and (ii) such End Users will no longer have access to their End User Accounts. An End User who has lost access to the Site pursuant to a Customer’s Licensing Agreement may (under certain circumstances) be able to obtain a limited, revocable, nonexclusive, non-transferable, non-sublicensable right to access and use the Site and Materials through (i) a different Customer’s Licensing Agreement with the Company, or (ii) through such End User’s own Licensing Agreement with the Company.No End User shall use the Site beyond the term, or beyond the scope of what is set forth in these Terms or (if any) in the Licensing Agreement.
Limitations
1. An End User agrees not to misuse the Site or help anyone else do so. Without limitation, an End User must not, and shall not, voluntarily or involuntarily, directly or indirectly (or voluntarily or involuntarily aid any other Person to) do any of the following in connection with the Site:
  1. reverse engineer, decompile, disassemble, probe, scan, attempt to discover or recreate any data structures, database schemas, automated programming interfaces (APIs), network traffic, source code or underlying ideas or algorithms utilized in the Site (or its constituent applications), or derive source code, underlying data, algorithms, structure or organizational form from the Site;
  2. probe, scan, or test the vulnerability of the Site for the purpose (or with the result) of interfering with the Site’s functionality;
  3. breach or attempt to breach the security of the Site or any network, servers, data, computers or other system or hardware relating to or used in connection with the Site, or any third-party that is hosting or interfacing with the Company;
  4. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Site;
  5. attempt to recreate the Site in whole or in part, or use the Site for any competitive or benchmark purposes, or create, translate or otherwise prepare derivative works based upon the Site, the Materials or any of the Company’s intellectual property in the Site and the Materials;
  6. remove the copyright, trademark, or any other proprietary rights or notices (including any disclaimers, proprietary markings or legends) included within the Site, or on and in the Materials;
  7. copy, download, scrape, store, publish, transmit, transfer, display, distribute, broadcast, circulate, license or sub-license, bundle with other products, sell, resell, or assign any portion of the Site (or any services or products therein) or any Materials, in any form or by any means;
  8. engage in any activity that could or does disable, overburden, damage, impair, interfere with or disrupt the Site or any End User, Administrator, Customer, or other Person’s use of the Site (for example, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Site);
  9. use or distribute through the Site any software, files, code, or other tools or devices designed to interfere with or compromise the privacy, security, or use of the Site or the operations or assets of any other customer of the Company or any third party;
  10. engage in any activity in violation of applicable law, including (without limitation) by violating the privacy or infringing the rights of others;
  11. use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Site to monitor, extract, copy or collect information or data from or through the Site, or engage in any manual process to do the same;
  12. upload any viruses, trojan horses, worms, logic bombs or other harmful content or materials that are malicious or technologically harmful into any part of the Site;
  13. access, tamper with, or use non-public areas or parts of the Site, or shared areas of the Site to which such End User has not been invited;
  14. access, search, post Content to, or create End User Accounts for the Site by any means other than the Company’s supported interfaces;
  15. attempt to gain unauthorized access to the Site, perform unauthorized penetration testing on the Site, or breach or otherwise circumvent any security or authentication measures of the Site; or
  16. access or use the Site in any way not expressly permitted by these Terms.
Use of the Site
1. An End User shall use the Site (and all Content) exclusively for authorized and legal purposes, consistent with all applicable laws and regulations (including intellectual property, export control, or sanctions laws), in a manner that does not infringe on any Person’s rights, and does not interfere with the Site or any features on the Site.
2. An End User may not use the Site if such End User is working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.
3. No End User may use information included on the Site, in Content Posted therein, or in the Materials to determine an individual consumer’s eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment; (c) a government license or benefit, or (d) any other purpose restricted by the Fair Credit Reporting Act. The term “consumer” is defined in the United States Fair Credit Reporting Act at 15 USC §1681.
4. An End User acknowledges that the Site is not intended for use solely by attorneys, lawyers, judges, non-practicing attorneys, professors, legal scholars, legal students, paralegals, or other Persons involved in any way in the legal profession. The Site may be used by any and all Persons having a valid Licensing Agreement with the Company. The Company has no responsibility to determine or monitor if an End User is engaging in the unlicensed practice of law or if it is violating the law in any other manner. If the Company is contacted by a governmental authority, an attorney disciplinary committee, or other enforcement body related to attorney discipline, and is instructed to suspend or terminate an End User Account, the Company may (in its sole discretion) comply with such instruction, with no Liability or duty to the End User, the End User’s Customer, or to any other Person.
5. If the Company (in its sole discretion) determines that an End User has acted inappropriately (including by violating applicable law or of these Terms), or that an End User’s use of the Site could cause a real risk of harm or loss to the Company, to another End User, or to any Customer, the Company reserves the right to terminate such End User’s Account (without granting such End User the right to export any Content, and without saving any of such End User’s LKB(s)), prohibit such End User from using the Site, and take appropriate legal actions.
6. To comply with local privacy, data protection and other laws, each End User Account is country specific and may not be used outside the United States. If the Company suspects use of an End User Account outside the United States, the Company may suspend the End User Account without prior warning to the End User and may fine the End User (or such End User’s Customer).
7. An End User may electronically or physically display Materials only for such End User’s individual use or for training and related purposes at the applicable Customer.
8. While using the Site, an End User is solely responsible for making sure it has obtained all permissions or authorizations to permit the Company to store, transmit, replicate, and otherwise interact with Contentposted by the End User and to otherwise perform its obligations hereunder and to operate the Site. For example, and without limitation, (i) obtaining third-party consents or authorizations for the transmittal of any personal data that may be embedded in the Content processed through the Site, or (ii) if such End User is using the Site for the practice of law, ensuring that such End User is authorized to do
9. Site Support. Any technical support and maintenance available regarding use of the Site will be subject to the contract terms by and between the applicable Customer and the Company. Absent a provision in the End User’s Customer’s Licensing Agreement addressing technical support and maintenance, the Company is under no obligation to provide any technical support and maintenance regarding the End User’s use of the Site. However, the Company may elect to provide technical support and maintenance to the End User upon request, and the End User may contact support@syllohq.com or use an appropriate webform on the Site, if any, to request such support.
Cases
1. An End User (including a Customer Administrator) may create Cases. The End User who creates a Case is generally the initial Case Administrator of the Case. The Case Administrator has certain administrative controls over a Case; however, the Customer Administrator has ultimate administrative control over Cases created and/or administratively controlled by any End User of the applicable Customer, and the Content within them.
2. The Company is not responsible for ensuring access to a Case to any particular End User.
3. An End User may be granted access to multiple Cases.
4. Each End User acknowledges and agrees that it, and other End Users, are responsible for the Content of the Cases to which they have access.
5. Case-related Content is accessible via various applications, including but not necessarily limited to the “Case Diagram”, the “Case File”, the “Discovery Dashboard”, “eDiscovery”, the “Witness Examination” application, the “Fragments” application, the “Work Product Editor”, and the “Egress Queue” (collectively, the “Case Applications”). Any End User granted access to a Case shall automatically have access to all of such Case’s Content via those Case Applications.
Legal Knowledge Bases (LKBs)
1. An End User may create one or more LKB(s), and an End User may be granted access to one or more LKBs that have been created by other End Users or created by the Site. An End User’s permissions to modify the LKBs to which the End User has access are determined by the permissions applicable to such LKBs.
2. Any Content posted by the End User to an LKB will automatically be shared with and accessible by any other End Users who have access to such LKB.
3. An End User is solely responsible for the Content it posts to an LKB
4. Functionality may be provided for an End User to create one or multiple personal LKB(s) which can be kept private or which may be shared by such End User with other End Users, whether or not such End Users are at the same Customer. The Company considers the Contents in an End User’s personal LKB(s), if any, to be confidential to such End User, unless such End User shares its personal LKB(s) with other End Users, at which point such information is confidential to the original End User and to all End User with which such LKB has been shared. Notwithstanding the foregoing, the Customer shall have ultimate access to any and all Contents and LKB(s).
5. An End User is solely responsible for the privacy settings on its personal LKB(s), if any, and for any use of the Content of its personal LKB(s) by other End Users with which it has shared its personal LKB(s).
End User Content
1. End User’s Ownership Rights and Use Rights
  1. An End User does not transfer to the Company ownership of, or any intellectual property rights to, any Content by Posting such Content to the Site.
  2. When an End User Posts Content to the Site, such Content is transmitted to the Site in an encrypted form and such Content is stored with encryption at rest.
  3. The Company acquires no rights to Content when it is Posted by the End User except for the limited rights that enable the Company to offer its services through the Site, as set forth in these Terms.
  4. Except as necessary for the Company to offer its services through the Site (including, without limitation, providing the Posted Content to Company’s third-party information technology service providers, acting in accordance with our Legal Disclosure and Subpoena Policy (app.syllohq.com/policies/subpoenas), or monitoring for fraud or security matters), or as directed by the applicable Customer Administrator, none of an End User’s Posted Content is shared with third parties (including other End Users), except to the extent such Content is affirmatively made accessible to other End Users via sharing the Content on the Site or because the Content was posted in relation to a Case or LKB to which other End Users have, or later are granted, access. An End User is solely responsible for determining whether its Customer has permitted sharing of certain Content, whether or not Posted by such End User.
  5. If an End User chooses to make any information, including any personal information, publicly available (or shared in any way) on the Site (whether by sharing such information through a Case, sharing such information through an LKB, or otherwise), such End User does so at its own risk.
  6. The Company has no power to grant any End User ownership of any other End User’s Content Posted to the Site. Such ownership questions are solely determined amongst End Users and any applicable third parties.
  7. An End User’s ownership of, and intellectual property rights to, Content is between such End User and applicable third parties, such as other End Users, the End User’s applicable Customer, other Customers, or other Persons. Ownership and intellectual property rights to such Content is governed by the relationships (legal or otherwise) or agreements between the End User and other Persons, for which the Company has no responsibility and which the Company has no obligation (or role in) to determine, adjudicate or govern.
  8. The Company is not responsible for protecting or defending an End User’s intellectual property rights in any Content Posted by such End User to the Site.
  9. An End User acknowledges that, by Posting Content to the Site, or sharing Content with other End Users (whether through a Case, an LKB, or otherwise), such End User is agreeing that (i) other End User may see such Content, including (without limitation) a Case Administrator, a Customer Administrator, or other End Users with which such End User has shared Content, (ii) such other End Users who see such Content may use it or share it in a manner not intended by the End User originally Posting the Content, and (iii) the Company is not liable for knowing which End User owns any confidential information Posted to the Site, enforcing any End User’s confidentiality or intellectual property rights, or controlling access to the Content beyond the access controls that are implemented in the Site.
2. Cases and LKBs
  1. By Posting Content to the Site, an End User is agreeing and acknowledging that, via the sharing permissions and access controls of the Site, other End Users may see, access, download, copy, print, share, and otherwise use in any way (including distribute, fax, publish or other), and (in some circumstances) edit and modify, such Content, without the original Posting End User having knowledge of such actions. Any restrictions on such actions by End Users are imposed solely by the relationship (legal or otherwise, if any) or agreements between the End User and other Persons (including, if applicable, a Customer), for which the Company has no responsibility.
  2. Based on the default functionality of the Site, unless otherwise indicated by the Site, (i) any Content Posted in connection with a Case will automatically be shared with other End Users who have access to that Case, and (ii) any Content Posted to a Legal Knowledge Base will automatically be shared with other End Users who have access to that Legal Knowledge Base.
3. Responsibility for Content
  1. An End User acknowledges and agrees that the Company does not have any obligation to monitor or police the content of any communications on the Site, or the Content Posted on the Site by End Users, Customer Administrators, Case Administrators, or Customers.
  2. The Company (i) is not liable or responsible for, and does not endorse, any Content Posted by any other Person (including without limitation any Customer, Customer Administrator, Case Administrator, or End User), and (ii) may not be held liable, directly or indirectly, for any Liability caused to an End User, a Customer, or any other Person in connection with any Content Posted by another End User, Customer, or Person, or in connection with another Customer’s or End User’s use of the Site.
  3. An End User is solely responsible for the Content such End User Posts or that is Posted through such End User’s Account, and for any Liability resulting from such Content. The Company shall not be liable (and shall have no Liabilities) for any public display or misuse by other End Users of an End User’s Content.
  4. An End User is prohibited from Posting Content to the Site that is (i) unlawful, (ii) defamatory, libelous, fraudulent, or misleading, (iii) unlawfully pornographic, obscene, or indecent, or that contains extreme acts of violence or terrorist activity, including terror propaganda, or (iv) considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH), credit card data, personal financial data or other such sensitive regulated data, in each case (of clauses (i) through (iv)), unless the End User has the authority to do so, whether through applicable third party-permission, by law (including fair use exception) or otherwise.
  5. An End User is solely responsible for making sure that the Content it Posts to the Site (i) does not violate any applicable law (including, without limitation, copyright laws), and (ii) does not infringe upon the intellectual property rights of any third-party.
  6. An End User is responsible for determining its ownership or intellectual property rights to Content Posted by other End Users, including whether such End User may view, download, access or otherwise use such Content.
4. Company License to the Content
  1. An End User grants the Company the limited, non-exclusive, worldwide license to access and use Content that is Posted or accessible by the End User (i) for the purpose of providing or improving the Site (including all the services and applications that are part of the Site), fixing any issues with the Site (or any part thereof), and providing any support services therefor (such as part of a service call or otherwise), and (ii) as otherwise instructed by such End User or by such End User’s Customer.
  2. An End User agrees that its Customer may authorize the Company to access Content or Cases (including those created by the End User).
Third Party or Governmental Requests for Content, Account Access or Access to LKBs or Cases
1. The Company will treat third-party and governmental requests for (i) the Content Posted by such End User, (ii) such End User’s Account, or (iii) such End User’s LKBs or Cases in accordance with the Company’s Privacy Policy (available at app.syllohq.com/policies/privacy) and its Legal Disclosure and Subpoena Policy (available at app.syllohq.com/policies/subpoenas).
2. An End User acknowledges that, when it Posts Content to the Site that is accessible by other End Users (whether through a Case, through an LKB, or otherwise), the End Users to whom such End User has made Content accessible may possibly respond to any subpoena, governmental or court order, or other request to disclose such Content.
Usage Data
1. By using the Site, an End User consents to the Company (i) monitoring and tracking use of the Site to gather Usage Data, for the purpose of providing, managing improving and developing the Site, and to ensure compliance with applicable law, and (ii) gathering, collecting, repurposing, analyzing, aggregating and otherwise using the Usage Data for its reasonable business purposes.In the event the Company wishes (at any time) to disclose the Usage Data or any part thereof to third parties, such data shall be anonymized and/or presented in the aggregate so that it will not identify individual Customers or End Users. An End User acknowledges that any Usage Data shall be the sole and exclusive property of the Company.
Beta Previews
1. The Company sometimes releases Beta Previews which may not be as reliable as its other services or features on the Site.
2. Beta Previews may not be supported. In addition, Beta Previews are not subject to the same security measures and auditing to which the Site has been and is subject.
3. Beta Previews are confidential. If an End User uses any Beta Previews, it agrees not to disclose any information about those Beta Previous to anyone else without the Company’s permission.
4. An End User agrees that any non-public Beta Preview information provided to it by the Company will be considered the Company’s confidential information, regardless of whether it is marked or identified as such. An End User agrees to only use such confidential information for the express purpose of testing and evaluating the Beta Preview, and not for any other purpose. An End User agrees to use the same degree of care as it would with its own confidential information, but no less than reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of the Company’s confidential information. An End User agrees not to disclose, publish, or disseminate any confidential information of the Company to any third party, unless the Company authorizes such disclosure.
5. An End User shall not be deemed to violate these Terms if it is required to disclose confidential information of the Company pursuant to operation of law, provided that it has granted the Company reasonable advance written notice to object, unless prohibited by law.
6. Beta Previews are made available so that the Company can collect user feedback, and by using Beta Previews, an End User agrees that the Company may contact such End User to collect such feedback.
Other Websites
1. The Site may contain links to third-party websites, whether such links are added by the Company or other End Users. Such links do not mean the Company controls or endorses those websites, or any goods or services sold on those websites.
Company Site Access and Site Modifications
1. Except as permitted in these Terms or as required to fulfill these Terms, the Company’s personnel shall not view Content posted by the End User to the Site without (a) permission from (i) the End User who posted the Content, (ii) an End User who has been granted access to the Content through the ordinary access controls of the Site, or (iii) the End User’s applicable Customer, (b) as needed to provide support to an End User or Customer, (c) maintain the security of the Site, or (d) as required to comply with the Company’s legal obligations in accordance with the Company’s Legal Disclosure and Subpoena Policy (available at app.syllohq.com/policies/subpoenas). The Company has established internal policies and controls designed to reinforce the Company’s compliance with this provision.
2. By using the Site, an End User consents to the Company accessing an End User’s personal information stored in connection with such End User Account (i) for purposes of providing the Site (or any part thereof), (ii) to audit or enforce compliance with these Terms or the applicable Licensing Agreement, (iii) upon the direction of the End User or the End User’s applicable Customer, or (iv) as required to comply with the Company’s legal obligations in accordance with the Company’s Legal Disclosure and Subpoena Policy (available at app.syllohq.com/policies/subpoenas).
3. By using the Site, an End User consents to the Company storing, processing, indexing, replicating, transferring, and otherwise manipulating the Content posted by or accessible to the End User for the limited purpose of providing the Site, maintaining the Site, and fixing issues with the Site. End User acknowledges and agrees that Content will be stored on (i) Amazon Web Services virtual servers controlled by Company, (ii) Amazon s3 web storage controlled by Company, and (iii) ElasticSearch (a third-party data indexing and search provider).
4. An End User understands and agrees that its Customer may grant the Company access to Cases, including Cases created by End Users and Cases to which End Users have posted Content.
5. An End User understands and agrees that its Customer may grant the Company access to LKBs that are within the administrative control of the Customer, including LKBs that may have been created by such End User or to which such End User has posted Content.
6. The Company shall own and retain all right, title, and interest in and to any information, ideas, suggestions, feedback or other communications provided by End Users to the Company with respect to the Site. The Company may implement any End User’s suggestions into the Site in its sole discretion.
7. The Company reserves the right to modify the Site in accordance with Customer’s Licensing Agreement.
8. By continuing to use the Site after a change has been made to the Site, Materials and/or Company-generated Content, an End User is consenting to any and all such changes.
Modifications to Terms of Service; Modification to Materials
1. The Company may amend or revise these Terms at any time in its sole discretion.
2. The Company will notify an End User of any changes to the Terms by pop-up notice displayed immediately when the End User signs-in to the Site the first time after such revised Terms come into effect, or through a banner or other prominent notice within the Site. By continuing to use the Site after a change has been made to the Terms, an End User is consenting to any and all such changes.
3. The Company may amend or revise the Materials at any time in its sole discretion. Any changes to the Materials become effective immediately without notice to an End User. The newest issuance of Materials is available on the Site at app.syllohq.com/application-overview.
Disclaimers; Limitation of Liability; Indemnification
1. Disclaimers
  1. An End User agrees that the Site and Materials are provided on an “as is, as available” basis without warranties of any kind, either express or implied. To the maximum extent permitted under applicable law, the Company (i) EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES AND NON-INFRINGEMENT, and (ii) makes no commitment about Content uploaded to the Site by other End Users and third parties, or about the specific functions of the Site, or their reliability, availability, or ability to meet an End User’s need.
  2. The Company does not warrant or represent that the services it provides through the Site will be uninterrupted, timely, secure, or error-free; that any Content provided through the Site is accurate, reliable or correct; that any Materials are reliable or correct; that any defects or errors will be corrected; that the Site will be available at any particular time or location; or that the Site is free of viruses or other harmful components. An End User assumes full responsibility and risk of loss resulting from its downloading and/or use of Content obtained from the Site.
  3. While the Company makes no representations regarding the Site other than those set forth expressly in these Terms, the Company engages in commercially reasonable efforts to protect the Site from disruptive or harmful actions, security breaches or data leaks. The Company’s Privacy Policy and Data Security Policy are available at app.syllohq.com/policies.
  4. THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 15(b) BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS BELOW MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
2. Limitation of Liability
  1. To the extent NOT PROHIBITED by law, the Company shall not be liable for, AND THE END USER RELEASES THE company FROM: (A) any direct, indirect, special, incidental, consequential, punitive, or exemplary damages of any kind (including, without limitation, attorney’s fees, damages for lost profits, lost revenues, lost savings, lost goodwill, loss of business, business interruption, loss of business opportunity, lost data, computer failure, or the violation of an End User’s rights by any other End User, or a third party) however caused and under any theory of liability, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SITE, MATERIALS OR THESE TERMS, AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM, OR ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE COMPANY’S TOTAL LIABILITY TO END USER FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  2. An End User agrees that the Company is not responsible for (i) the conduct, whether online or offline, of any End User or an Unauthorized Users, or (ii) the actions that are performed by other End Users (or by Unauthorized Users) on, or through, a Case, an LKB, the Site, or any portion thereof. For example, without limitation, the Company is not liable if any End User deletes, removes, adds, modifies, or otherwise affects any Content, Case, or LKB.
  3. If an End User has a dispute with one or more End Users in connection with the Site, such End User agrees to release the Company from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
  4. If the Company is ordered by a court of competent jurisdiction to deviate from these Terms, or its obligations under the Licensing Agreement, the Company shall not be liable to any Person (including any End User) for any Liabilities arising out of its compliance with such order.
Company Rights
1. The Company reserves all rights that are not expressly granted to an End User under these Terms or by law.
2. Subject to antitrust, non-discrimination or other applicable laws, the Company reserves the right (i) not to contract with any Person, (ii) not to provide access to the Site to any User, any Customer, or any Person, and (iii) to refuse any specific use of the Site, including for any existing End User, pursuant to the Licensing Agreement.
3. Company Intellectual Property
  1. The Company or its licensors own all intellectual property rights in the Site and the Materials, including their “look and feel” (e.g., text, graphics, images, logos). The Site, Materials, proprietary content, information and other materials, are protected under copyright, trademark, and other intellectual property laws.
  2. The Company’s name, trademark and logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Site or the Materials are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Company.
  3. These Terms do not grant an End User any right, title, or interest in the Site or its code, in any Content created by other End Users or by the Company, or in the Company’s intellectual property (including, without limitation, Content, trademarks, logos and other brand features).
4. Company Performance of Services
  1. An End User agrees that the Company needs, and is granted, all rights necessary to run the Site, provide the services therein, and improve the Site, including hosting an End User’s Content, publishing such Content to the Site (in accordance with an End User’s privacy settings), and transmitting it to other End Users (in accordance with an End User’s privacy settings).
  2. The Company requires, and an End User grants the Company, all rights and licenses necessary to allow certain Site features such as storing, sharing, searching, document previews, optical character recognition (OCR), easy sorting and organization, and personalization. To provide these and other features, the Company may access, scan, encode, store, archive, copy, transmit, publish, post, display, adapt, modify, make incidental copies of, and otherwise use End User Content and End User Accounts, and an End User grants the Company permission to do so. However, the Company’s personnel shall not view Content posted by the End User to the Site except (a) with permission from: (i) the End User who posted the Content, (ii) an End User who has been granted access to the Content through the ordinary access controls of the Site, or (iii) the End User’s applicable Customer; (b) as needed to provide support to an End User or Customer; (c) as needed to maintain the security of the Site; (d) as required to comply with a legal obligation in accordance with the Company’s Legal Disclosure and Subpoena Policy (available at app.syllohq.com/policies); or (e) as otherwise set forth in these Terms.
  3. The Company’s rights and licenses granted by an End User under these Terms continue after such End User ceases using the Site.
  4. This license does not grant the Company the right to sell, distribute or use an End User’s Content outside of the Company’s provision of the Site.
Communication and Notices
1. Communication to End Users
  1. By creating an End User Account and by providing an email address, postal address or phone number on such End User Account, an End User is consenting to (i) receive electronically any communications related to use of the Site, and relating to these Terms, and (ii) the Company or its agents contacting such End User at such email address, postal address or phone number relating to the Services only.
  2. The Company may also communicate with an End User by posting notices on the Site.
  3. An End User agrees that all agreements, notices, disclosures and other communications that are provided to such End User electronically by the Company (including through posting to the Site) satisfy any legal requirement that such communications be in writing.
  4. All notices from the Company intended for receipt by an End User shall be deemed delivered and effective when (a) when delivered by hand (with written confirmation of receipt); (b) when received by the End User if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, in each case, using the contact information provided by such End User in such End User’s profile on the End User Account. An End User is responsible for including up-to-date contact information in its End User Account. The Company shall have no responsibility to find an alternate email address, postal address or phone number for an End User if the one provided (and updated) by the End User in its End User Account is no longer valid.
2. Communications to the Company
  1. Posting Content to the Site shall not be deemed a communication to the Company.
  2. Communications made through the Company’s support messaging system will not constitute legal notice to the Company or any of its officers, employees, agents or representatives in any situation where notice to the Company is required by contract or any law or regulation.
  3. Legal notice to the Company must be in writing and served on the Chief Executive Officer or Chief Legal Officer of the Company by sending an email to legal@tlatech.io. Notice will be treated as received when the email is sent.
  4. For any questions, disclosures, requests, concerns or other matters which are not allegations of copyright infringement, disputes, or claims, an End User may contact the Company at support@tlatech.io.
3. No Forwarding Notices and Communications
  1. An End User agrees that the Company is not required to transmit or forward to other End Users, or to any Customers, any notice or communication from such End User, regardless of the content of, or allegations (including allegations of violations of law) contained in, such notice of communication.
  2. If an End User sends any notice or communication intended for another End User or a Customer to the Company, such End User agrees that the Company may (in its sole discretion) forward such notice or communication to such other End User, and, if it does so, may disclose the sending End User’s name and contact information (in addition to the original communication) to the receiving End User.
  3. If an End User sends any notice or communication intended for another End User or a Customer to the Company, such End User shall have been deemed to waive all confidentiality or other legal rights in such notice of communication.
  4. If an End User sends an original notice or communication intended for another End User or a Customer to the Company, the End User may no longer send a notice or communication intended for another End User or a Customer to the Company.
  5. Sending a notice or communication intended for another End User or a Customer to the Company shall not constitute notice for any legal purposes, shall not be a subpoena, and cannot be used as a legal notice or a subpoena.
4. Allegations of Infringement/Violation
  1. The End User agrees that any Violation Notice or other notice of dispute may be brought or communicated exclusively by the Customer to the Company, and the End User will not attempt to address any such issue directly with the Company.
Jurisdiction; Governing Law; Arbitration
1. Governing Law. These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws rules.
2. Jurisdiction. An End User expressly agrees that the exclusive jurisdiction for any claim or dispute under these Terms, relating to the End User’s use of the Site, or otherwise between the Company and the End User, resides in the federal or state courts of New York County, and an End User further expressly consents to the venue, and agrees to submit to the personal jurisdiction, of such courts for the purpose of litigating any such claim or action, in each case, subject to the mandatory arbitration provisions below.
Disputes
1. End User Claims
  1. If the End User is granted login credentials through a Customer, such End User, in its capacity as such, shall have no claims, and shall bring no claim or dispute, against the Company. Only the Customer may have a claim, or bring a claim or dispute, against the Company. Such claim must be brought in accordance with the terms of the Licensing Agreement between the applicable Customer and the Company.
  2. If the End User is not granted login credentials through a Customer, the End User may bring its claim directly against the Company, subject to the other provisions in these Terms (including all provisions of this Section 19 and Section 20).
Mandatory Arbitration.
1. TO THE EXTENT SECTION 19(a)(ii) of these terms apply, AN END USER AGREES TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
  1. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
  2. End User agrees that only the Customer may bring a claim against the Company hereunder, including regarding any dispute between End User and the Company relating to use of the Site or the Services. Any such disputes shall be subject to the arbitration provisions set forth in the Licensing Agreement.
  3. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.
  4. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
Severability; Interpretation.
1. If any portion of these Terms is found to be void or unenforceable by an arbitrator, or any court of competent jurisdiction, (i) the remaining provisions of these Terms shall remain in full force and effect, and (ii) the Company and the End User intend that a substitute provision will be added to these Terms that, to the greatest extent possible, achieves the intended result of the original provision.
2. b. In the event of conflict between these Terms and a Licensing Agreement with a Customer, the conflict will be resolved in favor of the Licensing Agreement.
Waiver; Assignment.
1. Waiver. Any failure by the Company to enforce any provisions of these Terms, or any of its rights (whether pursuant to a Licensing Agreement, or other rights) shall not constitute or be construed as a waiver of such provision or right, or of the right to enforce it later.
2. Assignment. An End User may not assign any of its rights under these Terms, and any such attempt will be void. The Company may, by written notice to the Customer (or, if there is no Customer, to the End User), assign its rights to any of its affiliates or subsidiaries, to any entity that purchase all or substantially all of the assets of the Company, or to any successor in interest (including in the event of a merger or acquisition) of the Company, or of any business associated with the Site

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Terms of Service

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845 Third Avenue, 6th Floor
New York, NY 10022