Terms of Service
Effective date: [EFFECTIVE DATE]
These Terms of Service ("Terms") govern access to and use of the Blackacre software service (the "Service") provided by MAILRABBIT, LLC. ("Blackacre," "we," "us," or "our"). By creating an account, accessing, or using the Service, the law firm or individual accepting these Terms (the "Customer," "you," or "your") agrees to be bound by them.
If you are accepting these Terms on behalf of a law firm or other entity, you represent that you are authorized to bind that entity, and "you" and "Customer" refer to that entity.
1. The Service
Blackacre is a software tool for real estate closing practices. It reads documents you provide, extracts information from them, synchronizes deadlines to your calendar, generates draft conveyance and transactional documents, prepares summaries of attorney-review correspondence, and performs related tasks that return finished outputs to the tools you already use.
Blackacre is software. It does not provide legal services, legal advice, or title services, and it does not practice law. Nothing produced by the Service is a substitute for the independent professional judgment of a licensed attorney. You remain solely responsible for reviewing, verifying, and approving every output before relying on it, and for all professional and ethical obligations owed to your clients.
2. Customer Responsibility and Review
You acknowledge and agree that:
- The Service is a productivity tool that assists with, but does not replace, your review. Every date, deadline, document, summary, calculation, and other output must be independently verified by you before you rely on it or act on it.
- Deadline detection, extraction, synchronization, and document generation depend on the content, format, and legibility of the materials you provide and on third-party systems (including calendar providers) outside our control. We do not guarantee that the Service will detect every deadline, extract every field correctly, or generate every document without error.
- The human-review step before any transaction or output is committed is your responsibility. You are responsible for confirming that deadlines are calendared correctly and that generated documents are accurate and appropriate for the transaction before use or execution.
- You are responsible for the accuracy, legality, and completeness of the materials you submit and for obtaining any consents necessary to submit them, including from your clients.
3. Marketing Statements
Descriptions of the Service in our marketing materials, including summary phrases and taglines, are general statements of purpose and are not representations, warranties, or guarantees of any specific result. In the event of any conflict between marketing materials and these Terms, these Terms control.
4. Account and Access
You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You will ensure that each person you permit to use the Service does so in compliance with these Terms. You will notify us promptly of any unauthorized access.
5. Customer Data and License
"Customer Data" means the documents, contract data, correspondence, and other content you or your users submit to the Service, and the outputs generated from it. As between the parties, you own all Customer Data. You grant us a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide and maintain the Service, to prevent or address technical or security issues, and as otherwise permitted in these Terms and our Privacy Policy.
We do not use Customer Data to train, fine-tune, or develop any machine-learning or generative model, and we contractually bind our subprocessors to the same restriction. Our processing of Customer Data is further described in our Privacy Policy and Data Processing Addendum.
6. Data Processing Addendum
Our Data Processing Addendum ("DPA") is incorporated into and forms part of these Terms and governs our processing of Customer Data on your behalf. The current DPA is available on request and at /dpa. To the extent of any conflict between the DPA and these Terms with respect to the processing of Customer Data, the DPA controls.
7. Electronic Signatures
If you use any electronic signature functionality within the Service, you are responsible for determining whether a given electronic signature is legally valid and enforceable for the transaction and jurisdiction involved, for obtaining any required consents to transact electronically under the federal ESIGN Act, the Uniform Electronic Transactions Act as adopted in the applicable state, and any other applicable law, and for retaining records as required. We make no representation regarding the enforceability of any document signed through the Service.
8. Acceptable Use
You will not: (a) use the Service in violation of any law or of any professional or ethical rule applicable to you; (b) submit content you are not authorized to submit; (c) reverse engineer, decompile, or attempt to derive the source code of the Service except to the extent permitted by law; (d) resell, sublicense, or provide the Service to third parties except your own authorized users; (e) interfere with or disrupt the integrity or performance of the Service; or (f) use the Service to build a competing product.
9. Fees
You will pay the fees for the plan you select. Unless stated otherwise at the time of purchase, fees are billed in advance, are non-refundable except as expressly provided, and are exclusive of taxes. We may change fees on renewal with prior notice.
10. Third-Party Services
The Service integrates with third-party services you choose to connect, such as Google Calendar. Your use of those services is governed by their own terms, and we are not responsible for their acts, omissions, availability, or changes. Your authorization for us to access data from a connected service is governed by our Privacy Policy and, where applicable, that provider's requirements.
11. Warranty Disclaimer
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL DETECT, CAPTURE, OR SYNCHRONIZE ANY PARTICULAR DEADLINE, DATE, OR OBLIGATION. YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICE AND FOR VERIFYING ALL OUTPUTS.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF EARNEST MONEY OR TRANSACTION VALUE, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. Some jurisdictions do not allow certain limitations, in which case the limitations apply to the fullest extent permitted.
13. Indemnification
You will defend, indemnify, and hold harmless MAILRABBIT, LLC. and its officers, employees, and agents from and against any third-party claim arising out of (a) Customer Data, (b) your use of the Service in violation of these Terms or applicable law, or (c) your breach of any professional or ethical obligation owed to your clients or third parties.
14. Term and Termination
These Terms apply while you use the Service. Either party may terminate as set out in your plan or for material breach that remains uncured after notice. On termination, your right to use the Service ends. We will make Customer Data available for export, and will delete or return Customer Data, as described in the DPA. Sections that by their nature should survive termination will survive.
15. Changes to These Terms
We may update these Terms from time to time. We will post the updated Terms with a new effective date and, for material changes, provide reasonable notice. Your continued use of the Service after the changes take effect constitutes acceptance.
16. Governing Law and Disputes
These Terms are governed by the laws of the State of [GOVERNING STATE], without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY / VENUE], and waive any objection to venue there.
17. General
These Terms, together with the DPA and Privacy Policy, are the entire agreement between the parties regarding the Service. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Notices to us should be sent to hello@getblackacre.com.