KEY TERMS
End User
means you, or any person who installs, accesses, activates, subscribes to or uses the Licensed Materials.
EULA
means this end user licence agreement.
Licensed Materials
means Lexware, including the software application, licensed materials, documentation, updates and related materials made available by Lexware Pty Ltd.
Personnel
in relation to a party, means its officers, employees, contractors and agents.
Purpose
means use for your own legal practice or other appropriate permitted internal legal or document review purpose, subject to this EULA.
Service Provider
means Lexware Pty Ltd.
1 APPLICABILITY AND DEEMED ACCEPTANCE
(a) This EULA applies to any End Users of the Licensed Materials. You agree to, and will be deemed to have accepted, this EULA when you install, access, activate, subscribe to or use the Licensed Materials.
(b) By installing, accessing, activating, subscribing to or using the Licensed Materials, you consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Licensed Materials provided under this EULA. If you do not accept this EULA, you must not install, access, activate, subscribe to, use or otherwise view the Licensed Materials.
(c) This EULA commences when you first install, access, activate, subscribe to or use the Licensed Materials. It continues for the duration of any free trial period, paid subscription and, after expiry, cancellation or lapse of a paid subscription, for any ongoing use of the free tier, unless terminated earlier in accordance with this EULA.
2 USE OF LICENSED MATERIALS
2.1 GRANT OF LICENCE
(a) You are granted a personal, non-exclusive, non-transferable, revocable licence to install and use the Licensed Materials on devices you own or control for the Purpose. This is a licence, not a sale.
(b) You must only use the Licensed Materials:
(i) in accordance with the limitations of the Purpose;
(ii) in a manner that is consistent and compliant with clause 2.2; and
(iii) in compliance with any other restrictions notified to you in writing by the Service Provider from time to time.
2.2 RESTRICTIONS ON LICENCE
Except in accordance with clause 2.1(b), you must not, without prior written approval from the Service Provider in its absolute discretion:
(a) copy, distribute, reproduce or make copies of the documentation or the Licensed Materials, except as strictly necessary for your permitted installation and backup use;
(b) provide, disclose, publish, publicly share or make available the Licensed Materials to any third party;
(c) adapt, modify, translate, tamper with or create derivative works from the Licensed Materials or documentation;
(d) remove or alter any copyright, trade mark or other notice on or forming part of the Licensed Materials or documentation;
(e) bypass, disable or circumvent any licence check, technological protection measure or other security feature of the Licensed Materials;
(f) allow any unauthorised third party to access or use the Licensed Materials or documentation;
(g) sell, loan, transfer, sub-licence, rent, lease, hire or otherwise dispose of the Licensed Materials or documentation to any third party;
(h) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Licensed Materials, except to the extent applicable law expressly permits despite this restriction;
(i) use the Licensed Materials to build, train, support or assist a product or service that competes with the Licensed Materials.
2.3 LIMITATIONS OF LICENSED MATERIALS
The Service Provider does not guarantee, and makes no warranties, to the extent permitted by law, that:
(a) the Licensed Materials will be free from errors or defects;
(b) the Licensed Materials will be accessible or available at all times; or
(c) any information provided through the Licensed Materials is accurate, complete or true.
3 DISCLAIMERS
(a) The Service Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Licensed Materials. Lexware is a local app which runs on the hardware on which you install it. The Service Provider does not operate a cloud server for the Licensed Materials, does not host your files, and does not send usage telemetry from your computer.
(b) You must take your own precautions to ensure that the process which you employ for accessing the Licensed Materials does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference. You remain responsible for your own professional obligations, including client confidentiality and legal professional privilege, for the security of your devices, and for backing up your data.
(c) The terms of this EULA incorporate the Service Provider’s privacy policy, which is available for review at lexware.ai/privacy-policy.
(d) If you activate a paid subscription, the Licensed Materials may check with the Service Provider from time to time to confirm that the subscription is current. That check sends only your subscription identifier over an encrypted connection. It does not include your matters, matter content, personal information or usage data.
(e) The Licensed Materials support third-party app or software integrations, including Claude, ChatGPT, LiquidText and Obsidian. These integrations do not operate automatically. If you choose to use an integration, data and files may be transmitted to those apps and to servers maintained by their providers. The Service Provider makes no warranty about and takes no responsibility for how third parties process, store, secure or otherwise deal with data you choose to send to them. You are responsible for reviewing and complying with any third-party terms, privacy policies and security practices that apply to those integrations, and for any unauthorised disclosure or other consequence of sending information to a third-party provider.
(f) The Licensed Materials may include on-device pseudonymisation or masking tools that can substitute certain identifying information before material is sent to third-party apps. This is a risk reduction tool only. It is automated, may not detect or replace every identifier, may behave unexpectedly, and is not guaranteed anonymisation. Some interactive workflows may not use masking and may provide material as it stands. You remain solely responsible for reviewing what is transmitted and confirming whether to proceed.
(g) To the fullest extent permitted by law, the Service Provider and its Personnel are not liable for any indirect, incidental, special or consequential loss, or for any loss of data, profits, business opportunity, anticipated savings, revenue or goodwill, arising from or in connection with the Licensed Materials, this EULA or their subject matter.
(h) To the fullest extent permitted by law, the Service Provider’s total liability for any claim, whether arising in contract, tort, under statute or otherwise, is limited to the greater of your most recent subscription payment and AUD $100. If the operation of this clause for any particular claim or cause of action is prohibited by law, the clause remains applicable to all other claims or causes of action.
(i) The Licensed Materials are provided “as is” and “as available”. All express or implied representations and warranties given by the Service Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded.
(j) Nothing in this EULA excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law or other applicable law. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
(k) New installations may include a free trial period during which certain paid features are available. After the trial, continued access to paid features requires a paid subscription. Current pricing and subscription terms are published at lexware.ai/pricing and form part of this EULA once you subscribe. Your price is fixed for each subscription period you have already paid for. The Service Provider may change pricing from time to time, with any change taking effect from your next renewal after notice is given. You may cancel renewal of your subscription in accordance with the applicable subscription process. Refunds are provided where required by law or where the Service Provider expressly agrees.
(l) The Licensed Materials are tools that assist you in organising and analysing material. They do not provide legal advice and are not a substitute for your professional judgment. You are responsible for reviewing and for all use you make of the outputs of the Licensed Materials.
(m) Lexware, the Licensed Materials and all intellectual property rights in them remain owned by Lexware Pty Ltd. The Licensed Materials may include third-party open-source components that are used under, and remain subject to, their own licences. If you provide feedback, suggestions or ideas about the Licensed Materials, the Service Provider may use them without restriction or obligation to you.
4 TERMINATION
4.1 AUTOMATIC TERMINATION
If your subscription lapses, including where a renewal payment fails and is not remedied within any grace period notified by the Service Provider, your access to paid features may be suspended and the Licensed Materials may continue with the features included in the free tier. You can keep opening and reading your matters and back up your data at any time, and this EULA continues to apply to that use. Subscribing again restores paid features, subject to the applicable subscription terms.
4.2 TERMINATION BY SERVICE PROVIDER
The Service Provider may terminate this agreement immediately by notice to you if:
(a) you are in breach of any term of this agreement and have failed to remedy the breach within 10 business days after notice. Business Day means any day other than Saturday, Sunday or a public holiday in Brisbane, Queensland, Australia; or
(b) you commit, or the Service Provider reasonably suspects that you may commit, any breach of this agreement.
4.3 EFFECT OF EXPIRY OR TERMINATION
(a) In the event of termination of this EULA, other than ongoing use of the free tier after expiry, cancellation or lapse of a paid subscription, you must:
(i) immediately cease using the Licensed Materials; and
(ii) remove the Licensed Materials from all devices and materials in your care, custody or control that feature the Licensed Materials, and, if the Licensed Materials cannot be removed, then at the Service Provider’s option, return or destroy all such material. Your local data remains yours.
(b) Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination. Clauses relating to ownership, restrictions, privacy and data responsibility, third-party integrations, disclaimers, warranties, limitation of liability, governing law and any obligation which expressly or impliedly survives termination will survive termination of this agreement.
4.4 YOUR DATA ON TERMINATION
You are solely responsible for backing up, exporting or removing any information you store in or use with the Licensed Materials prior to termination of this agreement. The Service Provider does not host your files and will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.
5 GENERAL
5.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
5.2 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
5.3 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.
5.4 ASSIGNMENT
You must not assign, novate or otherwise transfer your rights or obligations under this agreement without the Service Provider’s prior consent.
5.5 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement. The Licensed Materials may be updated from time to time, and any documentation provided with or for the Licensed Materials forms part of the Licensed Materials for the purposes of this EULA.