Effective Date: April 21, 2026
These Terms of Service ("Agreement") govern your use of 2ndCounsel — Attorney Intelligence Platform and related services (the "Service") provided by 2ndCounsel LLC, a Washington State limited liability company ("Company," "we," or "us"). By accessing or using the Service, you ("Subscriber" or "you") agree to be bound by this Agreement. Use of the Service is also governed by our Privacy Policy, incorporated herein by reference.
2ndCounsel LLC is not a law firm and does not provide legal services or legal advice. Nothing in the Service or its outputs constitutes legal advice or creates an attorney-client relationship.
Subscription fees are as set forth in the applicable Order Form or invoice agreed upon between Subscriber and 2ndCounsel LLC.
Payment is due within 14 days of invoice. Overdue balances may result in suspension of access. Undisputed amounts not paid when due will accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
If Subscriber disputes any invoiced amount, Subscriber must notify 2ndCounsel LLC in writing at support@2ndCounsel.com, describing the disputed charges in reasonable detail, prior to the payment due date. Subscriber must pay all undisputed amounts by their due date. Failure to notify 2ndCounsel LLC of a dispute prior to the due date constitutes acceptance of the invoice.
Subscriptions renew automatically each month unless cancelled with at least 30 days' written notice prior to the next billing cycle.
All fees are non-refundable except where required by applicable law.
2ndCounsel LLC analyzes Subscriber-authorized data sources, including calendar events, email metadata, sent messages, and document activity, to reconstruct draft time entries for attorney review. The Service processes metadata and limited content previews only. Full email bodies and document contents are not stored on 2ndCounsel LLC servers.
All generated time entries are drafts. Subscriber is solely responsible for reviewing, editing, approving, and submitting time entries to any billing system. The Service does not submit entries to any billing system without Subscriber action.
The Service is a productivity and reconstruction tool only. It does not constitute legal advice and does not create an attorney-client relationship.
The Service uses artificial intelligence to generate time entry drafts. AI-generated outputs may be incomplete, inaccurate, or inconsistent. 2ndCounsel LLC makes no guarantee that outputs will comply with any jurisdiction's billing guidelines, bar rules, or ethical requirements. Subscriber is solely responsible for reviewing all outputs before use in any billing or legal context. The use of AI assistance in generating time entries should be disclosed where required by applicable rules of professional conduct.
Subscriber represents that they have authority to connect and authorize access to any calendar, email, or document accounts used with the Service, and that doing so does not violate any third-party agreement, professional obligation, or applicable law.
2ndCounsel LLC targets 99% monthly uptime for the Service, excluding scheduled maintenance and outages caused by third-party services, including Microsoft, Clio, and infrastructure providers.
Scheduled maintenance will be communicated to Subscriber with at least 24 hours' notice where practicable.
Support requests should be directed to support@2ndCounsel.com and will receive a response within 1 business day. 2ndCounsel LLC will use commercially reasonable efforts to restore service within 4 hours of a confirmed outage.
2ndCounsel LLC does not guarantee uninterrupted access and shall not be liable for downtime caused by third-party infrastructure or API providers, including Microsoft Graph API, Clio API, Anthropic API, or hosting infrastructure.
2ndCounsel LLC implements the following security measures: (a) all data in transit is encrypted using HTTPS/TLS; (b) the Service is hosted on Railway and Vercel, which operate on AWS-backed infrastructure; and (c) access to Subscriber data is restricted to authorized personnel on a need-to-know basis.
2ndCounsel LLC does not currently maintain formal audit logs of individual data access events. Subscribers with specific audit logging or compliance requirements should contact support@2ndCounsel.com.
In the event of a confirmed data breach materially affecting Subscriber data, 2ndCounsel LLC will notify Subscriber without undue delay and in any event within 72 hours of becoming aware of the breach, to the extent permitted by applicable law.
Subscriber acknowledges that no system is completely secure and that 2ndCounsel LLC cannot guarantee the absolute security of Subscriber data.
Subscribers who require a Data Processing Addendum (DPA) for compliance purposes may request one by contacting support@2ndCounsel.com.
Each party agrees to hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and not to disclose it to any third party without prior written consent.
"Confidential Information" means all non-public information disclosed by one party to the other, including Subscriber data, matter information, client identities, business processes, and technical details of the Service.
Confidentiality obligations survive termination of this Agreement for three (3) years, except that information constituting a trade secret shall be protected for as long as it remains a trade secret under applicable law.
2ndCounsel LLC's confidentiality obligations do not limit its right to use aggregated, anonymized, non-identifying data to improve and operate the Service.
Subscriber authorizes 2ndCounsel LLC to access the data sources necessary to provide the Service, including Outlook calendar, inbox, and sent folder, solely for the purpose of generating time entries.
2ndCounsel LLC processes Subscriber data as a service provider acting on Subscriber's instructions. 2ndCounsel LLC does not independently control or assert independent rights over Subscriber data or client data processed through the Service.
2ndCounsel LLC will not sell, share, or disclose Subscriber data to third parties except as necessary to operate the Service or as required by applicable law.
Subscriber retains ownership of all data. Upon termination, Subscriber data will be deleted from active 2ndCounsel LLC systems within 30 days. Backup copies may persist for up to an additional 30 days before purge.
Subscriber is responsible for ensuring that their use of the Service complies with applicable bar rules, ethics opinions, and client confidentiality obligations in their jurisdiction.
Subscriber is responsible for maintaining the accuracy and security of credentials used to authorize data access and for all activity that occurs under their account.
Subscriber agrees to use the Service only for lawful purposes and in accordance with applicable professional responsibility rules.
Subscriber may not: (a) reverse engineer, decompile, or attempt to derive source code from the Service; (b) resell, sublicense, or use the Service to build a competing product or service; or (c) use the Service in any manner that violates applicable law or professional rules.
Subscriber may not use the Service, its outputs, or any data derived from the Service to develop, train, fine-tune, or otherwise improve any artificial intelligence or machine learning model, whether for internal use or for any third party.
Subscriber shall indemnify, defend, and hold harmless 2ndCounsel LLC and its officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) Subscriber's use of the Service in violation of this Agreement; (b) Subscriber's violation of any applicable law or professional responsibility rule; or (c) any claim that Subscriber's data infringes a third party's rights.
2ndCounsel LLC shall indemnify Subscriber against third-party claims that the Service, as provided by 2ndCounsel LLC, infringes a third party's intellectual property rights, provided that Subscriber promptly notifies 2ndCounsel LLC of the claim and cooperates reasonably in the defense.
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
2NDCOUNSEL LLC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL BILLABLE TIME WILL BE RECOVERED, OR THAT AI-GENERATED TIME ENTRIES WILL BE ACCURATE, COMPLETE, OR COMPLIANT WITH ANY BILLING OR PROFESSIONAL STANDARD.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 2NDCOUNSEL LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2ndCounsel LLC's total cumulative liability to Subscriber shall not exceed the total fees paid by Subscriber in the six (6) months immediately preceding the claim giving rise to liability.
Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government action, labor disputes, internet or power outages, or failures of third-party platforms, including Microsoft, Clio, Anthropic, Railway, or Vercel.
The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance as soon as practicable.
This Agreement begins on the date Subscriber first accesses the Service and continues until terminated by either party.
Either party may terminate this Agreement with 30 days' written notice to the other party.
2ndCounsel LLC may terminate this Agreement immediately upon written notice if Subscriber materially breaches this Agreement, including non-payment or violation of Section 7, and fails to cure such breach within 10 days of notice.
Upon termination, Subscriber's access to the Service will cease. Data deletion will occur as described in Section 6.4.
2ndCounsel LLC may modify these Terms at any time upon 30 days' written notice to Subscriber. Continued use of the Service after the effective date of any modification constitutes acceptance of the updated Terms. If Subscriber objects to a modification, their sole remedy is to terminate prior to the effective date.
Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation for 30 days after written notice from the claiming party.
If unresolved, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in King County, Washington. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Each party irrevocably waives any right to bring or participate in any class action, class arbitration, consolidated, or representative proceeding arising under or relating to this Agreement.
Either party may bring an individual claim in small claims court in King County, Washington, provided the claim qualifies under that court's jurisdictional limits.
Nothing in this Section prevents either party from seeking emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including to protect intellectual property rights or Confidential Information.
This Agreement is governed by the laws of the State of Washington, without regard to its conflict of law principles and excluding the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.
This Agreement, together with the Privacy Policy and any applicable Order Form or invoice, constitutes the entire agreement between the parties regarding the Service and supersedes all prior negotiations, representations, or agreements.
If any provision of this Agreement is found invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that provision.
Subscriber may not assign this Agreement without 2ndCounsel LLC's prior written consent. 2ndCounsel LLC may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Notices under this Agreement must be in writing and sent to support@2ndCounsel.com (for notices to 2ndCounsel LLC) or to the email address on file for Subscriber.
Questions? Contact us at support@2ndCounsel.com