FDDHub Law Firm Terms

1. Definitions

“Client” means a franchisor that has an FDDHub account and has authorized Law Firm, through FDDHub, to act as its delegate.

“Client Account” means a Client’s own FDDHub account, which is governed by that Client’s agreement with Company.

“Confidential Materials” has the meaning given in Section 6(a).

“Included Features” means the features listed as Included Features in the Order Form, as they may change under Section 4.

“Law Firm Materials” means the templates, forms, precedents, drafts, redlines, comments, notes, and correspondence that Law Firm or its Users upload to or create in FDDHub.

“Paid Features” means any feature, module, or service that Company offers for a fee, including Premium Support.

“Services” means FDDHub as made available to Law Firm under the Agreement, including the Included Features and any Paid Features to which Law Firm subscribes.

“Users” means the attorneys, paralegals, staff, and contractors of Law Firm whom Law Firm authorizes to use the Services on its behalf.

2. Access and Use

(a) Access. Subject to the Agreement, Company grants Law Firm a non-exclusive, non-transferable right during the term for its Users to use the Services to provide legal services to its Clients.

(b) Users and Accounts. Law Firm is responsible for its Users and their compliance with the Agreement, for keeping credentials confidential, and for not sharing a login among multiple people. Law Firm will promptly notify Company of any unauthorized access to its account that it becomes aware of.

(c) Restrictions. Law Firm will not, and will not permit anyone to: (i) reverse engineer, decompile, or attempt to discover the source code or underlying structure of the Services; (ii) copy, modify, or create derivative works of the Services; (iii) resell, sublicense, or provide the Services to anyone other than its Users and Clients; (iv) access or use the Services to build, benchmark, or support a competing product; (v) scrape or extract data from the Services by bots, crawlers, or other automated means; (vi) circumvent, disable, or interfere with the security or operation of the Services; (vii) share beta or other non-public features with third parties; or (viii) use the Services in violation of applicable law or for any malicious or abusive purpose.

(d) Suspension. Company may suspend access to the Services, in whole or for particular Users, if reasonably necessary to address a security threat, a suspected breach of Section 2(c), or a legal requirement. Company will give Law Firm prompt notice and the reason, limit the suspension to what is reasonably necessary, and restore access once the issue is resolved. Company may also suspend a Paid Feature, but not the Included Features, if fees for that Paid Feature are more than fifteen (15) days past due.

3. Law Firm’s Role

(a) Delegate Access. Law Firm acts in FDDHub as each Client’s authorized delegate, and not as a franchisor, only within the access that Client grants. A Client or Law Firm may end that access at any time. Law Firm’s access to a Client Account ends when the access is revoked.

(b) Client Responsibility. Each Client, and not Law Firm or Company, is responsible for the content of its franchise disclosure document and for its compliance with the FTC Franchise Rule (16 C.F.R. Part 436) and state franchise laws. Law Firm makes no representation to Company about any Client’s FDD.

(c) Professional Judgment. FDDHub is a technology platform. It does not provide legal advice, and its outputs, including document generation, redlines, registration status, and timing calculations, are tools to support Law Firm’s professional judgment. Law Firm remains responsible for reviewing outputs before relying on them.

(d) Law Firm Indemnity. Law Firm will defend, indemnify, and hold harmless Company from any third-party claim arising from (i) Law Firm’s breach of the Agreement or misuse of the Services, or (ii) an allegation that Law Firm Materials infringe, misappropriate, or violate a third party’s rights, and pay any resulting damages, settlements, and reasonable attorneys’ fees, provided Company gives prompt notice of the claim, reasonable cooperation, and control of the defense to Law Firm. Company may participate in the defense with its own counsel at its own expense. Law Firm may not settle a claim in a way that imposes any obligation on Company without Company’s consent, which will not be unreasonably withheld.

(e) Rights and Authority. Law Firm represents that it has, and will maintain, the rights, licenses, and Client authority needed to upload the Law Firm Materials and any Client materials it submits, and for Company to process them as the Agreement contemplates.

4. Included Features and Paid Features

(a) Included Features. The Included Features are provided at no charge to Law Firm and to each Client for its FDDHub Essentials account.

(b) Changes. Company may improve, modify, replace, or discontinue Included Features, and will give Law Firm at least thirty (30) days’ prior written notice before materially reducing or discontinuing an Included Feature or beginning to charge for it.

(c) Paid Features. Company may offer Paid Features. Law Firm will be charged only for Paid Features to which it subscribes in a signed order or by accepting them in FDDHub, and only at the prices and terms stated there. A Founding Firm discount stated in the Order Form applies to those Paid Features.

(d) Beta Features. Features labeled beta, preview, or early access are provided as is without warranty of any kind, may change or end at any time, and are excluded from Section 12. Company may begin charging for a beta feature after giving at least fifteen (15) days’ notice, and Law Firm may stop using it instead. Law Firm’s sole remedy for any problem with a beta feature is to stop using it.

5. Client Discount

Each Client that subscribes to a paid FDDHub plan while Law Firm is its authorized delegate receives the Client Discount stated in the Order Form off Company’s then-current list price for that plan’s subscription fees, applied to the Client’s invoice, for so long as Law Firm remains its delegate. If Law Firm stops acting as the Client’s delegate, the discount continues through the end of the Client’s then-current subscription term but does not apply to later renewals. The discount does not apply to overage, usage, or custom-priced fees and does not combine with other discounts. The discount is for the Client’s benefit only. Law Firm receives no payment, fee, or other compensation from Company in connection with any Client’s subscription. A Client’s paid plan is governed by its own agreement with Company, and Law Firm is not a party to it and owes nothing under it.

6. Confidentiality

(a) Confidential Materials. “Confidential Materials” means all non-public information that Law Firm, a Client, or anyone acting for them uploads to, creates in, or sends through the Services, including Law Firm Materials; unissued FDDs, financial statements, franchise agreements, and addenda; and state registration filings and correspondence. A draft or earlier version stays confidential after a later version is issued or filed. Company’s non-public information about the Services, including non-public pricing and product plans, is Company’s confidential information.

(b) Exclusions. These obligations do not apply to information that the receiving party can show (i) is or becomes public through no fault of the receiving party, (ii) it already lawfully had without restriction, (iii) it lawfully received from a third party without restriction, or (iv) it independently developed without using the other party’s information. A document is public only in the version actually made public.

(c) Use and Care. Each party will use the other’s confidential information only to perform under the Agreement, will not disclose it except to its personnel and service providers who need it for that purpose and are bound by confidentiality obligations at least as protective as this Section 6, and will protect it with reasonable care. Company is responsible for its service providers’ compliance.

(d) Security. Company will maintain reasonable administrative, technical, and physical safeguards designed to protect Confidential Materials. Unauthorized access to Confidential Materials that occurs despite Company’s compliance with this Section 6(d) is not, by itself, a breach of this Section 6 by Company. Company will notify Law Firm without undue delay after confirming unauthorized access to or disclosure of Confidential Materials, and will provide information reasonably available to it to help Law Firm and the affected Client meet their own notice and professional obligations.

(e) Privilege. Confidential Materials may include attorney-client communications and attorney work product. The parties intend that storing or processing them in the Services does not waive any privilege or protection, and neither party will claim otherwise.

(f) Legal Process. If Company receives a subpoena, order, or other legal demand for Confidential Materials, Company will, unless legally prohibited, give Law Firm prompt notice before responding so that Law Firm or the affected Client may seek a protective order, will reasonably cooperate with that effort at Law Firm’s expense, and will disclose only what it is legally required to disclose. Law Firm will reimburse Company’s reasonable out-of-pocket costs of complying with legal process directed at Law Firm’s or a Client’s Confidential Materials.

(g) Duration. This Section 6 applies during the term and for three (3) years after the later of termination of the Agreement or Company’s deletion or return of the applicable Confidential Materials, and for trade secrets and privileged information, for as long as they remain trade secrets or privileged.

7. Ownership, Data, and AI

(a) Law Firm Ownership. As between the parties, Law Firm owns the Law Firm Materials, including the documents, drafts, and redlines that Law Firm generates in the Services, and Company claims no ownership of them. Documents generated for a Client belong to Law Firm or that Client as they agree between themselves. Each Client owns the data in its Client Account under its own agreement with Company.

(b) License to Company. Law Firm grants Company a non-exclusive, royalty-free license to host, process, and use the Law Firm Materials and other Confidential Materials solely as necessary to provide the Services to Law Firm and its Clients.

(c) Company Ownership. Company owns the Services, the software and technology behind them, and all improvements to them. No rights are granted except as expressly stated in the Agreement.

(d) No AI Training. Company will not use Confidential Materials to train its own artificial intelligence models. Company uses third-party AI providers to deliver certain features, under terms that do not permit those providers to train their models on Confidential Materials. Company’s subprocessors, including its AI providers, are listed on its security page at www.fddhub.com/security, and Company will ensure that its subprocessors are contractually bound to terms consistent with the confidentiality and data-use obligations of the Agreement.

(e) Aggregated Data. Company may create and use anonymized, aggregated data about the use and performance of the Services that does not identify Law Firm, any Client, or any individual, and does not reveal the content of any Confidential Materials. Company will not include the content of Law Firm Materials, in any form, in any benchmark, index, report, or data set offered to third parties.

(f) Feedback. If Law Firm provides suggestions, ideas, or other feedback about the Services, Law Firm assigns to Company all rights in such feedback and Company may use it without restriction or obligation, but not any Confidential Materials included in it.

(g) Publicity. Company will not use Law Firm’s name or logo, or identify Law Firm as a user, without Law Firm’s prior written consent.

8. Disclosure Records

FDDHub keeps disclosure records, including deliveries, receipts, acknowledgments, and the audit trail, as a permanent record in each Client Account, as described in the Privacy Policy. Those records belong to the Client Account and are not deleted when Law Firm’s access ends or when the Agreement terminates. They remain subject to Section 6 for as long as Company holds them.

9. Warranties and Disclaimers

(a) Mutual. Each party represents that it has authority to enter into the Agreement. Law Firm further represents that it is a law firm duly organized and in good standing, and that its attorneys are duly licensed to practice law in the jurisdictions relevant to their use of the Services.

(b) Disclaimer. Except as expressly stated in the Agreement, the Services are provided “as is” and “as available,” and Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Company does not warrant that the Services will be uninterrupted or error free, or that any output, including any AI-assisted output, will be accurate or complete.

10. Limitation of Liability

(a) Excluded Damages. To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or goodwill, arising out of or relating to the Agreement, even if advised of their possibility.

(b) General Cap. Each party’s total liability arising out of or relating to the Agreement will not exceed one thousand dollars ($1,000).

(c) Confidentiality Cap. Each party’s total liability for breach of Section 6 will not exceed fifty thousand dollars ($50,000) in the aggregate, which amount replaces, and is not in addition to, the General Cap for those claims.

(d) Exceptions. Sections 10(b) and 10(c) do not apply to Law Firm’s obligations under Section 3(d) or to a party’s gross negligence, willful misconduct, or fraud.

(e) Scope. The exclusions and limits in this Section 10 apply to all claims and theories of liability, whether in contract, tort (including negligence), statute, or otherwise, and apply even if a limited remedy fails of its essential purpose.

11. Term, Termination, and Export

(a) Term. The Agreement begins on the Effective Date in the Order Form and continues month to month until terminated.

(b) Termination. Law Firm may terminate the Agreement at any time on fifteen (15) days’ prior written notice to Company. Company may terminate it on thirty (30) days’ notice to Law Firm, or immediately on notice if Law Firm materially breaches the Agreement and does not cure the breach within ten (10) days after notice, or if required by law. No amounts are owed for the Included Features on termination.

(c) Export. For thirty (30) days after termination, Company will make the Law Firm Materials available for Law Firm to export through a reasonable export mechanism. After that period, Company may delete them from its active systems, except as provided in Section 8 and except for material incorporated into a document a Client has issued, signed, or delivered. Data in Client Accounts remains with the Clients.

(d) Survival. Sections 3(d), 5 (as to the current subscription term), 6, 7, 8, 9(b), 10, 11(c), and 13 survive termination.

12. Training, Support, and Availability

(a) Standard Support. Company will provide the training, support, and availability described under Training & Support in the Order Form (“Standard Support”). The availability target excludes scheduled maintenance, emergency maintenance, and events under Section 13(f).

(b) Premium Support. When available, Premium Support (priority response, a designated support contact, additional training, and enhanced service levels) is a Paid Feature. A Founding Firm receives Premium Support at no charge as stated in the Order Form.

(c) Service Targets. Standard Support commitments are service targets, not warranties, and no service credits apply. If Company does not meet them, Law Firm’s remedy is to notify Company and, if the issue is not resolved within thirty (30) days after notice, to terminate the Agreement under Section 11(b).

13. General

(a) Notices. Notices under the Agreement must be in writing. A notice sent by email to the notice email in the Order Form is effective twenty-four (24) hours after it is sent, unless the sender receives a delivery failure message. A notice sent by personal delivery, overnight courier, or certified mail to the address in the Order Form is effective when received. Either party may change its notice details by notice.

(b) Changes to These Terms. Company may update these Law Firm Terms by posting a new version with a new version date and giving Law Firm at least thirty (30) days’ notice. A change takes effect for Law Firm at the end of that notice period, except that a change that materially reduces Law Firm’s rights or Company’s obligations under Section 4, 5, 6, 7, 10, or 12 applies to Law Firm only if Law Firm agrees to it in writing or by accepting it in FDDHub. Until then, the prior version continues to apply to Law Firm. If Law Firm does not accept or reject such a change within thirty (30) days after notice, Company may terminate the Agreement on thirty (30) days’ notice. Law Firm may terminate the Agreement under Section 11(b) instead of accepting any change.

(c) Governing Law; Disputes. The Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws rules. The parties will first try in good faith to resolve any dispute through their notice contacts for thirty (30) days. Any dispute not resolved will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to that jurisdiction and venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property. EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

(d) Assignment. Neither party may assign the Agreement without the other’s prior written consent, except that either party may assign it without consent to a successor in a merger, acquisition, or sale of all or substantially all of its assets or business to which the Agreement relates, on notice to the other party.

(e) Relationship. The parties are independent contractors. Nothing in the Agreement creates an agency, partnership, or attorney-client relationship between Company and Law Firm or any Client, or limits Law Firm’s professional obligations to its clients.

(f) Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, government action, war, terrorism, labor disputes, widespread internet or utility outages, or cyberattacks that occur despite reasonable safeguards, except that force majeure does not excuse either party’s obligation to make payments that were due before the event.

(g) Entire Agreement; Miscellaneous. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior agreements and understandings about it. Any amendment or waiver must be in writing and signed by both parties, except as provided in Section 13(b). If any provision is held unenforceable, it will be limited to the minimum extent necessary and the rest of the Agreement will remain in effect. A party’s failure or delay in enforcing a provision is not a waiver, and any waiver must be in writing. Only Law Firm and Company are parties to the Agreement; Users and Clients are not third-party beneficiaries and may not enforce it. Law Firm will comply with U.S. export control and sanctions laws in its use of the Services.