Prelimine LLC makes available the LitKit Software (the “Software”) to liberate attorneys from procedural, repetitive, and formulaic tasks.  Access to and use of the Software and any related services (“Related Services”) are governed by this Licensing Agreement (the “Agreement”).  

THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT, YOU ARE NOT AUTHORIZED TO ACCESS, INSTALL, OR USE ANY OF THE SOFTWARE OR RELATED SERVICES.   IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT INSTALL OR USE THE SOFTWARE.  

If you are an individual subscriber, this Agreement is between you, individually, and Prelimine LLC.

If you are an employee, faculty member or student of a university, school or other entity or organization that has subscribed to the Software and Related Services (an “Enterprise Subscriber”), you are an “Authorized User” of your Enterprise Subscriber and (i) you represent that you have your Enterprise Subscriber’s permission and authority to use the Software and Related Services and your Enterprise Subscriber’s “User Content” (as defined below) subject to this Agreement, (ii) this Agreement is an agreement between you, individually, and Prelimine LLC, and (iii) your Enterprise Subscriber is jointly responsible for your use of the Software and Related Services.

If you are entering into this Agreement on behalf of an Enterprise Subscriber, you represent that you have the authority to bind the Enterprise Subscriber to this Agreement, in which case references to “you” in this Agreement shall mean the Enterprise Subscriber. If you do not have such authority, you must not accept this Agreement and may not use the Software and Related Services.

  1. RIGHTS

    1. In consideration for Your agreement to this Agreement and Your payment of all applicable Fees (as defined below), Prelimine LLC grants You a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access, install, and make use of the Software and Related Services solely for your personal and/or internal business purposes.  

    2. Enterprise Subscribers may permit such number of employees or students (“Authorized Users”) as has been agreed between You and Prelimine LLC to access and make use of the Software and Related Services.  Enterprise Subscribers shall ensure that the total number of Authorized Users does not exceed the maximum number authorized by Prelimine LLC.

    3. You agree to use the Software and Related Services subject to this Agreement, and your Enterprise Subscriber is jointly responsible for your use of the Software and Related Services.

    4. With the exception of Trial Subscriptions, as defined and detailed in Section 3 below, access to and use of the Software and Related Services is purchased as an annual subscription (the “Subscription”).  The term of each Subscription is one year from when You gain access to the Software and Related Services, unless otherwise stated or agreed upon (the “Subscription Period”).  The license to use and access the Software and Related Services is granted to You for one (1) Subscription Period.  

      1. Your Subscription will automatically extend by one (1) Subscription Period, unless terminated. You hereby authorize Prelimine LLC to charge subscription Fees for the renewal period to the payment method on file.  You may cancel their subscription through our website, www.prelimine.com/buylitkit, up to thirty (30) days before Your Subscription is set to be renewed. 

    5. The Software, workflow processes, user interface, designs, know-how, and other technologies we provide as part of the Related Services are the proprietary property of Prelimine LLC.  All right, title, and interest in such items, including all associated intellectual property rights, remain ours.  This license is not a sale of the Software or any copy.  Title to, ownership of, and all rights and interests in the Software and all copies thereof remain with Prelimine LLC.  

    6. Related Services include:

      1. Technical support:  Technical support is provided for Enterprise Subscribers only via email and such other means as Prelimine LLC decides are necessary to provide a proper service.  You are entitled to a maximum of two (2) hours of technical support per month.  Additional technical support will be provided at the rates applicable at the time of service.

      2. Bug fixes, updates, or upgrades (“Updates”):  Updates developed during Your Subscription Term will be provided as part of Your Subscription. There are no automatic Updates to the Software.  You will receive an email notification when Updates become available.  It is Your responsibility to install and make available to You and Authorized Users such Updates.  Failure to install Updates may affect Your ability to use certain features and functionality. 

      3. Training:  Prelimine will make training materials available on their website.  Additional training may be available for a fee, via online platforms.  

    7. Individual Subscribers, Enterprise Subscribers, and any Authorized Users accessing the Software and Related Services through Your Subscription may not:

      1. copy, modify, or create derivative works based on the Software or any portion(s) thereof;

      2. distribute, transmit, publish, or otherwise disseminate the Software installer, except Authorized Users may do so within the Enterprise Subscriber, within the limits of this Agreement;

      3. download or store the Software except to the extent explicitly permitted in this Agreement;

      4. transfer to any third party any of Your rights under this Agreement (except to the extent that You may permit such number of Authorized Users as has been agreed between the You and Prelimine LLC to access and make use of the Software and Related Services);

      5. attempt to access or derive the source code or architecture of the Software;

      6. attempt to probe, scan or test the vulnerability of the Software, or any associated system or network, or to breach any security or authentication feature or measures of the Software, and if You are blocked by Prelimine LLC from accessing any function or related services of the Software, You will not implement any measures to circumvent such blocking;

      7. email or otherwise transmit to Prelimine LLC any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) You do not have the right to upload under any law or under contractual or fiduciary relationships; (iii) contains any malicious code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized materials; or (vi) is otherwise objectionable;

      8. use or access the Software in order to build a competitive product, service or solution;

      9. violate any applicable law or regulations in connection with Your use of the Software;

      10. impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity, including, without limitation, an Enterprise Subscriber; or

      11. permit any third party to do any of the foregoing.

      12. This list is not intended to be exhaustive.  We reserve the right to terminate any Subscription if the Subscriber is in breach of this Agreement in our sole discretion.

  2. FEES AND PAYMENT

    1. If you have registered to use the Software on a trial basis (a “Trial Subscription”), then you may use such Services only for noncommercial evaluation purposes during the applicable trial period. 

    2. Your access to or use of the Software and Related Services shall be contingent upon your payment of all applicable fees as described on our website (www.prelimine.com) at the time (“Fees”); unless you are an Authorized User, in which case your access to or use of the Software and Related Services shall be contingent upon your Enterprise Subscriber’s payment of the Fees.

      1. The Fees do not include any applicable taxes.  You are responsible for any and all applicable taxes.  

    3. Prelimine LLC reserves the right to revise its Fees, including increasing or adding new Fees.  Such changes will apply to the Subscription Period following the current Subscription Period.  If you disagree with the revised Fees, you must cancel your subscription as described in Section 1.4.1.  

  3. TRIAL SUBSCRIPTIONS

    1. No Related Services are available with the Trial Subscription.

    2. Only one person may use a single Trial Subscription and the installer file cannot be shared among multiple individuals. Trial Subscriptions are intended for evaluation and not for consumer or commercial use. They are provided “as-is,” “with all faults,” and “as-available,” and we are not liable for any harm or damage relating to them. 

    3. Trial Subscriptions are subject to all terms and conditions in this license agreement unless expressly stated otherwise.  

    4. This Agreement shall terminate after the expiration of the applicable trial period, except your obligations not to share the installer will continue indefinitely. 

  4. TERMINATION AND REFUND POLICY

    1. This Agreement shall continue until You or Prelimine LLC terminate Your Subscription.  

    2. This Section does not apply to Trial Subscriptions, except for subsections 4.4, 4.5, and 4.7.

    3. Individual Subscribers may terminate the Subscription through our website, www.prelimine.com/buylitkit.  Enterprise Subscribers may only terminate the Subscription by emailing support@prelimine.com. The termination will be effective at the end of the Subscription Period.   

    4. Either Prelimine LLC or You may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the breach from the non-defaulting party.

    5. Prelimine LLC may terminate Your Subscription with or without prior notice if You engage in any conduct or activities that Prelimine LLC determines, in its sole discretion, or violate this Agreement or the rights of Prelimine LLC or any third party.    

    6. Either Prelimine LLC or You may terminate this Agreement immediately upon notice to the other party if the other party has a receiver or similar party appointed for all or substantially all of its property, is declared insolvent by a court of competent jurisdiction, ceases to do business in the ordinary course, files a petition in bankruptcy or has a petition filed against it in bankruptcy, becomes the subject of any court or administrative proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) days, or makes an assignment for the benefit of its creditors.

    7. Upon termination of Your Subscription for any reason, Your right to use the Software and Related Services will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.

    8. If You terminate the Agreement after Your Subscription Renewal Date, You will not receive a refund for any amounts that have been charged. Your termination will be effective at the end of Your then-current Subscription Period, subject to applicable law, and You may use the Software and Related Services until Your cancellation is effective.  All Fees paid or accrued under this Agreement are non-refundable, and Prelimine LLC will not prorate any Fees paid for a Subscription that is terminated before the end of its term.

    9. If this Agreement is terminated or otherwise expires for any reason, You shall promptly return to Prelimine LLC or destroy all Software and other materials in Your possession or under Your control belonging to Prelimine LLC, and all rights and licenses granted by Prelimine LLC pursuant to this Agreement shall terminate. Upon the expiration or termination of this Agreement, Your right to use the Software and Related Services will immediately cease.

  5. ACCESS TO SOFTWARE AND RELATED SERVICES

    1. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Software and Related Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Software and Related Services.

  6. CHANGES TO SERVICES OR TERMS

    1. Prelimine LLC reserves the right at any time to (i) change any information, specifications, features or functions of the Software and Related Services, (ii)‌ suspend or discontinue, temporarily or permanently, any or all of the Software and Related Services, including the availability of any feature, database or content, or (iii) impose limits on certain Software and Related Services or restrict access to parts of Software and Related Services, in each case with or without prior notice and without any liability to You or any third party.

    2. Prelimine LLC may from time to time update or revise this Agreement. If Prelimine LLC updates or revises this Agreement, Prelimine LLC will notify You via email. Your use of the Software and Related Services following any such update or revision constitutes Your agreement to be bound by and comply with this Agreement as updated or revised. 

  7. USER CONTENT

    1. You are solely responsible for all text, documents or other content or information uploaded, entered or otherwise transmitted by You in connection with Your use of the Software and Related Services (“User Content”). User Content includes, among other things, any mistakes contained in the content or information transmitted by You. Prelimine LLC has no obligation to monitor any User Content and shall have no liability to You or any other person or entity with respect thereto, including, without limitation, liability with respect to any information (including Your confidential information) contained in or apparent from any User Content. You warrant, represent, and covenant that You own or have a valid and enforceable license to use all User Content, and that no User Content infringes, misappropriates or violates the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction. Prelimine LLC is not responsible for the loss, corruption or other changes to User Content. Without limiting the foregoing, any feature(s) of the Services and/or Software that may permit You to temporarily save or otherwise store User Content is offered for Your convenience only and Prelimine LLC does not guarantee that the User Content will be retrievable. You are solely responsible for saving, storing and otherwise maintaining User Content including by maintaining backup copies of Your User Content on appropriate independent systems that do not rely on the Software and Related Services.

    2. You retain all right, title, and interest in and to Your User Content. 

  8. OWNERSHIP

    1. All intellectual property rights in and to the Software and Related Services and other Prelimine LCC intellectual property are and shall remain the sole property of Prelimine LLC and its affiliates and licensors, as applicable, and You shall acquire no right of ownership or use with respect to any Software or other Prelimine LLC intellectual property except as specified in this Agreement. Without limiting the foregoing, You acknowledge that the Software and Related Services and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, Prelimine LLC  and its affiliates and licensors, as applicable, and that the Software constitutes confidential information of Prelimine LLC. You may from time to time provide Prelimine LLC with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Software and Related Services, and/or any of Prelimine LLC’s related technologies (“Feedback”). Such Feedback is and shall be given entirely voluntarily. All such Feedback shall be exclusively owned by Prelimine LLC, and You hereby make all assignments necessary to accomplish the foregoing ownership, and as a result Prelimine LLC shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to You or any other person or entity.

  9. INDEMNITY 

    1. You shall indemnify, release and hold harmless Prelimine LLC and its parents, subsidiaries, affiliates, licensors and suppliers, and each of their respective officers, directors, employees, and agents, from and against any loss, liability (including settlements, judgments, fines and penalties), and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of Your use of the Software or Related Software, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity. If You are a California resident, You waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.

  10. PUBLICITY

    1. Prelimine LLC may use Your name, logo, and marks to identify You as a Prelimine LLC customer on Prelimine LLC's website and in other marketing materials.  Any request to update or change the name, logo, and marks to be so used shall be addressed to sales@prelimine.com

  11. WARRANTY  DISCLAIMERS

    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRELIMINE LLC, ITS LICENSORS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, OR REGARDING SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE. YOU AGREE THAT YOUR USE OF THE SITE, SOFTWARE AND RELATED SERVICES ARE AT YOUR OWN SOLE RISK AND THAT THE SOFTWARE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PRELIMINE LLC AND ITS LICENSORS AND ITS SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE SOFTWARE AND RELATED SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.

  12. LIMITATION OF LIABILITY

    1. IN NO EVENT SHALL PRELIMINE LLC BE LIABLE WITH RESPECT TO THE SOFTWARE AND RELATED SERVICES FOR (I) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES YOU HAVE ACTUALLY PAID TO PRELIMINE LLC DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY; (II) ANY LOST PROFITS, LOST OR DAMAGED USER CONTENT OR OTHER DATA, OR FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE; OR (III) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

    2. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PRELIMINE LLC AND YOU. YOU UNDERSTAND THAT SOFTWARE AND RELATED SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

    3. CERTAIN STATES DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

    4. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “WARRANTY DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

  13. DISPUTE RESOLUTION BY BINDING ARBITRATION (“ARBITRATION AGREEMENT”)

    1.  Agreement to Arbitrate

      1. You agree that any and all disputes or claims that have arisen or may arise between You and Prelimine LLC, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Software, or Related Services, any advertising or any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. You agree that, by entering into this Agreement, You and Prelimine LLC are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

    2. Pre-Arbitration Dispute Resolution

      1. Prelimine LLC is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@prelimine.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice of Dispute”) via email to support@prelimine.com. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Prelimine LLC and You do not resolve the claim within sixty (60) calendar days after the Notice is received, You or Prelimine LLC may commence an arbitration proceeding. 

    3. Arbitration Procedures

      1. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org.  If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. 

      2. You agree that any arbitration hearings will take place in New York.  If Your claim is for $10,000 or less, Prelimine LLC agrees that You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If Your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

    4. Costs of Arbitration

      1. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  

      2. The prevailing party in any disputes relating to this Agreement shall be awarded its reasonable attorney’s fees and costs, including expert witness fees.

    5. Confidentiality

      1. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

  14. GENERAL PROVISIONS

    1. This Agreement shall be governed by, and construed in accordance with, the laws of the state of New York, without regard to any choice of law, conflicts of law or other principles that would result in the applicable of the laws or regulations of any other jurisdiction. Subject to the section titled “Arbitration”, any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in New York, NY. You and Prelimine LLC agree to submit to the jurisdiction of, and agree that venue is proper in these courts in any such legal action or proceeding.

    2. This Agreement and the rights and obligations herein are personal to You, and You may not assign or otherwise transfer this Agreement or any of Your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Prelimine LLC.  Prelimine LLC may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

    3. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

    4. The Agreement constitutes the entire agreement between You and Prelimine LLC regarding Your use of the Software and Related Services and supersedes all prior written or oral agreements between you and Prelimine LLC.  If you later use or purchase other services from us, You may be subject to additional terms and conditions.  

  15. PRIVACY

    1. Prelimine LLC does not collect any personal information through the Software.  

    2. Prelimine LLC will collect and store payment and contact information necessary to service the Agreement.  

    3. Prelimine LLC may employ third party companies and individuals (“Intermediaries”) to provide Related Services on our behalf, to assist us in analyzing how our Software and Related Services are used, or to service this Agreement by facilitating payment and communications.  You thereby give Prelimine LLC permission to share Your information with Intermediaries only as needed for the above-mentioned purposes.  

    4. Prelimine LLC is not liable for any data loss of, alternation of, or improper access to your data by Prelimine LLC or Intermediaries. 

    5. Please see our website, www.prelimine.com for a complete copy of our privacy policy.  

  16. FORCE MAJEURE

    1. If Prelimine LLC is unable to perform any obligation under this Agreement because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of Prelimine LLC), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks, pandemic, or other events beyond Prelimine LLC’s reasonable control (each, a “Force Majeure Event”), Prelimine LLC will have no liability to You for such failure to perform; provided, however, that Prelimine LLC shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either Prelimine LLC or You may terminate this Agreement by delivery of written notice to the other party. You will remain responsible for all Fees incurred through the last day the Software and Related Services were available.