Candor Cloud Service Agreement

#Cover Page

This Cover Page uses the Common Paper Cloud Service Agreement Standard Terms Version 3.0 (https://commonpaper.com/standards/cloud-service-agreement/3.0/), incorporated by reference and unmodified. A copy is published at candor.legal/terms/standard. Common Paper agreements are free to use under CC BY 4.0. Capitalized terms not defined here have the meanings in the Standard Terms.

This Cover Page and the Standard Terms together form the agreement between Provider and Customer (the "Agreement"). If this Cover Page conflicts with the Standard Terms, this Cover Page controls.

#Parties

Provider

Candor Software LLC, doing business as Candor ("Candor")

Customer

The law firm or organization named at signup. The person who accepts this Agreement confirms they are authorized to bind it.

Effective Date and Order Date

The date Customer accepts this Agreement at signup (or signs it, for a written order).

#Order Form

Cloud Service

Candor, software that helps a firm keep a record of how its people use AI: screening text before it is sent to an AI tool, logging AI use to matters, flagging citations and statements that may need a second look, recording attorney review and sign-off, managing the firm's AI policies, and producing reports from that record. Includes the Candor web app, browser extension and Word add-in, and their Documentation.

Free trial

The first month is free and needs no payment method. If Customer has not added a payment method by the end of the trial, no Subscription Period begins and nothing is charged; Customer keeps read and export access to its record as described in Additional Terms 7.

Subscription Period

One year, starting when the free trial ends with a payment method on file.

Fees

The annual price for Customer's plan, as listed at candor.legal/pricing on the Order Date (or as stated in a written order). The plan is set by Customer's Attorney Count (see Additional Terms 11). Staff who are not attorneys are included at no charge. If Customer's Attorney Count moves into a higher plan, the higher plan's price applies, prorated for the rest of the Subscription Period.

Payment Process

Billed annually in advance by card or other method through Stripe, charged automatically at the start of each Subscription Period. Provider will give at least 30 days' notice of any price change, effective at the next renewal.

Non-Renewal Notice Date

Any time before the Subscription Period ends. Customer can turn off renewal from the billing page in the app or by email to jesse@candor.legal.

Technical Support

By email to jesse@candor.legal or through Help in the app, U.S. business days, Eastern time. Provider aims to reply within two business days.

#Key Terms

General Cap Amount

The Fees paid or payable by Customer in the 12 months before the event giving rise to the claim.

Increased Cap Amount / Increased Claims / Unlimited Claims

None.

Provider Covered Claims

Any claim by a third party that the Product, as provided by Provider, infringes or misappropriates that third party's intellectual property rights.

Customer Covered Claims

Any claim by a third party arising from Customer Content, or from Customer's or its Users' use of the Product in breach of this Agreement or of Applicable Laws.

Governing Law

The laws of the State of Florida.

Chosen Courts

The state and federal courts located in Martin County, Florida.

Notice Address

For Provider: jesse@candor.legal. For Customer: the administrator email address on the account.

DPA

The Candor Data Processing Agreement Cover Page (published at candor.legal/dpa), which incorporates the Common Paper DPA Standard Terms.

Security Policy

candor.legal/security.

#Additional Terms

1. 1.
   Software, not legal advice. Candor is software. It does not give legal advice and does not decide whether Customer complies with any rule, opinion or law; it produces a record Customer's own attorneys use to make those judgments. Citation checks, source checks and hedge-language flags point to things that may need a second look. They do not confirm that any citation, quotation or statement is accurate, and they do not replace an attorney's review. Customer remains responsible for its work product. Provider is not a law firm, does not practise law, and shares in no legal fee; the Fees are a flat software subscription.
2. 2.
   Prohibited Data (Standard Terms Section 3.2). Legal work routinely involves the kinds of information listed as Prohibited Data, and Customer is authorized to submit it to the Product in its ordinary use. By design: text screened with the confidentiality pre-check is processed in the user's browser and is not sent to or stored by Provider; prompts sent through the Ask workspace go to Customer's own AI provider and are not stored by Provider unless Customer turns on content retention. Provider is not a HIPAA business associate and does not sign business associate agreements; Customer will not turn on content retention for protected health information regulated by HIPAA unless the parties first sign one.
3. 3.
   Customer's record is Customer Content. Customer's record of AI use (matter references, tools, tasks, people, times, sign-offs, verifications, policies, acknowledgments, consent records and reports) is Customer Content, not Usage Data, and is Customer's Confidential Information. Usage Data does not include matter references, the names of Customer's people or clients, or any content of the record. Provider does not sell Customer Content, use it to train AI models, or use it for advertising.
4. 4.
   The record is append-only. Entries in Customer's record are not edited or deleted one by one; a correction is a new entry that refers to the original. This is what makes the record credible to a third party, and Customer agrees Provider may keep it that way. Deleting the whole record is covered by the DPA.
5. 5.
   Logo Rights (Standard Terms Section 12.8) are replaced as follows: Provider will name Customer, or use its name or logo, in marketing only with Customer's prior written permission.
6. 6.
   Customer's own services. Customer connects its own AI accounts and, if it chooses, its own practice management system (for example, Clio). Those services are provided by their own companies under Customer's own agreements with them; they are not Provider's subprocessors or part of the Product, and Provider is not responsible for their availability, their terms, or what they do with data Customer sends them. When Customer connects one, it authorizes Provider to use that connection only for the features Customer turns on.
7. 7.
   When access ends. If the free trial ends without a payment method, or a Subscription Period ends without renewal, Customer can still sign in, read and export its record, but cannot add new entries until it subscribes. Customer can export its whole record at any time. After this Agreement ends, Provider keeps Customer's record available for export for 30 days and then deletes it as set out in the DPA.
8. 8.
   Browser extension. The Candor browser extension is distributed privately to Customer, not through an app store. It acts only when a user clicks, and reads an AI tool's answer on the page only on the sites and in the way the Documentation describes.
9. 9.
   Certifications. Provider does not yet hold a SOC 2 report or ISO 27001 certification.
10. 10.
    Beta Products. Features the Product labels as beta, preview or early access are Beta Products under Standard Terms Section 12.7.
11. 11.
    Attorney Count. Customer's plan is priced on the number of licensed attorneys who work at or for Customer (partners, associates, of counsel and contract attorneys), whether or not each one uses the Product (the "Attorney Count"). Customer states its Attorney Count at signup and will keep it accurate. In the Product, Customer will mark every licensed attorney who uses it as an attorney, not as staff or a non-attorney administrator. Provider may compare the Attorney Count with public records, such as state bar directories and Customer's own website. If the Attorney Count is higher than the plan allows, Provider may move Customer to the correct plan from the next renewal, or sooner with 30 days' notice, and may charge the difference for the current Subscription Period from the date the count was exceeded.