Version 3.0 — Effective November 4, 2025
Last Updated: November 4, 2025 | Incorporating 86 Best-Practice Improvements
⚠️ IMPORTANT LEGAL AGREEMENT
This Master Services Agreement ("MSA") is a binding legal contract between TrueVow Global Tech FZE LLC (UAE) and [CUSTOMER NAME]. By accessing or using our Services, you irrevocably accept all terms of this MSA. This agreement is governed by Swiss law and subject to ICC/AAA arbitration in Zurich, Switzerland.
WHEREAS, TrueVow Global Tech FZE LLC (UAE), a limited liability company organized under the laws of the United Arab Emirates, with its registered office at Dubai South, Dubai, UAE ("Provider" or "TrueVow"), offers proprietary technology services for legal intake automation, document assembly, and settlement data visualization;
WHEREAS, TrueVow Global Technologies Holdings Ltd. (Nevis) owns all intellectual property rights in and to the Services and has granted Provider an exclusive, worldwide license to commercialize such intellectual property;
WHEREAS, TrueVow Global Technologies (USA) Inc. (Wyoming) performs passive marketing activities only and is not a party to this Agreement;
WHEREAS, [CUSTOMER NAME], a law firm organized under the laws of [State], with its principal place of business at [Address] ("Customer" or "Firm"), desires to engage Provider to deliver the Services as defined herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:
1.1 "Agreement" means this Master Services Agreement, together with all Order Forms, Schedules, and the incorporated Terms of Service.
1.2 "Ancillary ML Tools" means third-party software components, libraries, APIs, or microservices that employ machine learning, statistical models, heuristic algorithms, or rule-based automation exclusively for non-legal, operational, infrastructural, or developmental purposes, including but not limited to speech-to-text transcription (Fast Whisper, DeepGram), text-to-speech synthesis (ElevenLabs, Cartesia), voice activity detection (Silero VAD), authentication flows (OAuth providers), database operations (Supabase, Redis), and system monitoring.
1.3 "Authorized User" means any attorney, paralegal, or staff member authorized by Customer to access the Services.
1.4 "Benjamin" means the deterministic, Finite State Machine (FSM)-based intake automation engine.
1.5 "Booking" means a client consultation scheduled through TrueVow Intake™.
1.6 "Qualified Booking" means a Booking that meets all criteria in Schedule B.
1.7 "Confidential Information" means any non-public information disclosed by one party to the other.
1.8 "Core Logic" means the deterministic, rule-based, finite-state machine (FSM) architecture that powers TrueVow's legal intake qualification, document assembly, and settlement data visualization. Core Logic does not employ generative artificial intelligence, large language models (LLMs), probabilistic inference engines, or machine learning models for legal decision-making, case assessment, or document content generation.
1.9 "Customer Data" means all data input, uploaded, or transmitted by Customer through the Services.
1.10 "Effective Date" means the date Customer first accesses the Services or the date of execution, whichever is earlier.
1.11 "Founding Member" means a Customer who: (i) is in good standing (no suspension or breach); (ii) has exhausted the 11 free bookings; (iii) has paid for ≥1 booking at standard rate; (iv) is manually approved by TrueVow.
1.12 "Order Form" means a written or electronic order specifying Services, pricing, and term, executed by both parties.
1.13 "PE" or "Permanent Establishment" has the meaning ascribed in the OECD Model Tax Convention and the U.S.–UAE Income-Tax Treaty.
1.14 "Protected Data" means any data input into the Services that constitutes PII, PHI, or is covered by the attorney-client privilege, work product doctrine, or other professional confidentiality rules.
1.15 "Services" means TrueVow Intake™, Draft™, Settle™, Verify™, Connect™, and any future modules as specified in an Order Form.
1.16 "SLA" means the Service Level Agreement set forth in Schedule A.
1.17 "Sub-Processor" means any third-party service provider engaged by TrueVow to process Customer Data, as listed at https://truevow.law/subprocessors.
1.18 "Term" means the period from the Effective Date until termination as provided in Section 14.
1.19 "U.S. Person" means any natural or legal person subject to U.S. federal income-tax jurisdiction.
1.20 "Zero-Knowledge Architecture" means the technical design warranted by Provider that minimizes the Provider's access to or storage of Protected Data in a readable format, processing data locally or in ephemeral environments.
1.21 Interpretation. Headings are for convenience only. "Including" means "including without limitation." Customer acknowledges and covenants that all obligations, representations, warranties, indemnities, and limitations of liability set forth in this Agreement shall survive the termination or expiration of this Agreement to the maximum extent permitted by Swiss law, and any such survival shall be perpetual unless explicitly stated otherwise herein.
2.1 Contracting Party. This Agreement is entered into solely between Firm and TrueVow Global Tech FZE LLC (UAE), a limited liability company organized under the laws of the United Arab Emirates, with its registered office at Dubai South, Dubai, UAE ("TrueVow" or "Provider"). Provider is the sole entity providing the Services and the sole counterparty to this Agreement.
2.2 Marketing Entity. TrueVow Global Technologies (USA) Inc. (Wyoming) performs passive marketing activities only within the United States. It is not a party to this Agreement, does not provide the Services, and assumes no liability or obligation hereunder.
2.3 IP Holding Entity. TrueVow Global Technologies Holdings Ltd. (Nevis) is the passive intellectual property holding entity. All intellectual property embodied in or related to the Services is owned by the Nevis entity. The Nevis entity is not a party to this Agreement.
2.4 IP License. TrueVow Global Technologies Holdings Ltd. (Nevis) has granted TrueVow Global Tech FZE LLC (UAE) an exclusive, royalty-free, perpetual, irrevocable, and worldwide license to use, commercialize, sublicense, and enforce all intellectual property necessary to provide the Services to Customer under this Agreement.
2.5 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding (a) its rules on private international law (PILA), and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG). This choice of law is acknowledged as a material and non-severable term of this Agreement designed to provide a predictable, neutral legal forum.
2.6 Mandatory Arbitration - Dual Threshold. Any dispute arising out of or in connection with this Agreement shall be finally settled by confidential arbitration:
CUSTOMER AND PROVIDER AGREE TO WAIVE ANY RIGHT TO A CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION OR PROCEEDING.
2.7 Interim Relief. Notwithstanding the arbitration clause, either Party may seek necessary interim or conservatory measures, including injunctive relief, from the Commercial Court of the Canton of Zurich.
Intentional Repetition Doctrine:
The Parties acknowledge and agree that this section is intended to provide a comprehensive allocation of rights, responsibilities, disclaimers, and obligations. The Parties further agree that repetition and emphasis of certain provisions are intentional to avoid ambiguity or limitation of interpretation by any court or tribunal.
Customer Acknowledgments:
Customer expressly acknowledges that TrueVow's Core Logic operates via deterministic, rule-based finite-state machines and does not employ generative AI, large language models, or probabilistic inference for legal qualification, case assessment, or document content generation.
Customer further acknowledges that Ancillary ML Tools (e.g., Fast Whisper, Silero VAD, ElevenLabs, OAuth providers, database systems) are used solely for non-legal, operational purposes and do not influence legal qualification, document content, or case strategy.
Provider shall deliver the following services to Customer:
(a) TrueVow Intake™
(b) TrueVow Draft™
Step 1: Attorney prepares document in preferred tool (Word, Google Docs, etc.)
Step 2: Attorney runs DRAFT compliance validator (browser extension or desktop app)
Step 3: DRAFT validates document locally against configured rules
Step 4: DRAFT returns validation results (red/yellow/green flags)
Step 5: Attorney independently verifies all validation results and fixes any issues
Step 6: Attorney files document
Important: DRAFT does NOT require attorneys to use its UI/UX for document creation. Attorneys use their preferred tools and DRAFT only for compliance validation.
(c) TrueVow Settle™
(d) TrueVow Verify™
(e) TrueVow Connect™
(a) Best Efforts Commitments: Provider will use commercially reasonable efforts to:
(b) SLA Exclusions (No Liability): The 99.5% uptime commitment excludes and does not apply to any downtime, outage, degradation, or unavailability caused by or resulting from:
(c) Exclusive Remedy for SLA Breach: If Provider fails to meet the 99.5% uptime commitment in any calendar month (after excluding all events listed in Section 3.2(b)), Customer's sole and exclusive remedy is a service credit equal to:
Maximum aggregate service credits in any 12-month period: $500 USD.
Service credits are Customer's exclusive remedy and Provider's entire liability for any SLA breach. No refunds, damages, or other compensation shall be available.
(d) Credit Request: Customer must request service credits in writing within fifteen (15) days of the end of the month in which the SLA breach occurred. Failure to request within this period waives all rights to service credits.
Provider does NOT:
Average Call Duration: Intake calls average 7.4 minutes; no 90-second qualification is promised.
Fair-Use Caps: All "unlimited" features are subject to fair-use caps (currently 5,000 telephony minutes per seat per month) and computational resource constraints. Provider reserves the right to adjust these limits or impose overage fees (at pass-through vendor cost plus 10%) upon 30 days' notice.
A pay-per-use tier where Customer incurs fees for Qualified Bookings, drafted documents, and settlement reports.
Included:
Optional Add-On:
A subscription tier providing unlimited access to TrueVow Intake™, Draft™, Settle™, and Connect™ for a fixed monthly fee, subject to fair use policy.
Included:
Intentional Repetition Doctrine:
The Parties acknowledge and agree that this section is intended to provide a comprehensive allocation of rights, responsibilities, disclaimers, and obligations. The Parties further agree that repetition and emphasis of certain provisions are intentional to avoid ambiguity or limitation of interpretation by any court or tribunal.
Full Responsibility Transfer: Customer agrees to assume full responsibility for all reliance, decisions, or legal actions based on outputs from the Services.
Preemptive Indemnification Acknowledgment: Customer indemnifies Provider against all claims, damages, and liabilities arising from Customer's use of the Services, including claims alleging malpractice, compliance failures, or ethical breaches.
Customer shall:
Customer may designate Authorized Users. Customer is responsible for all acts and omissions of its Authorized Users.
Customer shall use the Services in compliance with all applicable laws, including but not limited to:
Customer shall not:
Provider may, in its reasonable judgment, immediately suspend or terminate the Services for any violation that creates legal, regulatory, or reputational risk.
Survival: This section shall survive termination of the Agreement.
Intentional Repetition Doctrine:
The Parties acknowledge and agree that this section is intended to provide a comprehensive allocation of rights, responsibilities, disclaimers, and obligations. The Parties further agree that repetition and emphasis of certain provisions are intentional to avoid ambiguity or limitation of interpretation by any court or tribunal.
By default, Provider does NOT store:
Only anonymized booking metadata (timestamp, practice area, jurisdiction, consent status) is transmitted to Customer.
Upon Customer's explicit election in account settings, Provider may retain call recordings and machine-generated transcripts for up to seven (7) calendar days to facilitate export to Customer's systems.
⚠️ CUSTOMER ACKNOWLEDGMENTS (7-Day Retention):
For performance, Provider may temporarily cache keywords or phrases using:
All retained data is irretrievably deleted after seven (7) days. Upon termination, Customer has a seven (7)-day window to export data; thereafter, all data is permanently deleted unless a litigation hold is received.
Provider will use commercially reasonable efforts to notify Customer's designated security contact within seventy-two (72) hours of becoming aware of any unauthorized access to, acquisition of, or disclosure of Customer Data, provided that:
(a) Living List (Indicative, Not Exhaustive): Provider maintains a current list of sub-processors at https://truevow.law/subprocessors. This list is indicative and non-exhaustive and reflects vendors actively processing Customer Data as of the last update date. The list is updated regularly but may not reflect all operational vendors at any given time. Customer acknowledges that: Provider does not control the Sub-Processors' systems, security practices, or operations; Provider is a customer of the Sub-Processors, not their owner, controller, or parent company; Provider cannot guarantee the performance, security, or availability of Sub-Processor services; Customer's exclusive remedy for Sub-Processor failures lies directly against the Sub-Processor under their own terms and limitations of liability.
(b) Pre-Authorized Categories (No Notice Required): Customer pre-authorizes Provider to engage additional sub-processors in the following categories without prior notice, provided such vendors meet security standards (SOC 2 Type II, ISO 27001, or equivalent) and do NOT process call audio, transcripts, or customer PII: (i) Development tools (code editors, version control, CI/CD pipelines, testing frameworks); (ii) Infrastructure management (load balancers, edge computing, DNS, SSL/TLS, container orchestration); (iii) Monitoring and logging (error tracking, performance analytics, observability platforms); (iv) Internal operations (collaboration tools, HR systems, accounting software, documentation platforms); (v) Network security (firewalls, DDoS protection, WAF, intrusion detection).
(c) 30-Day Notice Required (High-Risk Vendors): Provider will use commercially reasonable efforts to provide 30 days' written notice before adding new sub-processors that: (i) process call audio or transcripts; (ii) process customer PII (name, phone, email) beyond ephemeral routing; (iii) store customer data >24 hours; (iv) have access to unencrypted customer data. If Customer objects within 15 days, Customer's exclusive remedy is to terminate this Agreement upon 30 days' written notice. Failure to provide notice or update the list does NOT constitute a breach of this Agreement and does NOT create any liability.
(d) Operational Flexibility: Provider may engage unlisted vendors for: (i) emergency purposes (failover, incident response, disaster recovery); (ii) operational purposes within pre-authorized categories; (iii) vendors that do NOT process customer data. Using an unlisted vendor does NOT violate this Agreement and does NOT constitute a breach, provided the vendor meets security standards.
(e) Pass-Through Terms: All Sub-Processors (listed or unlisted) are governed by their respective terms of service, privacy policies, data processing agreements, and service level agreements, which are incorporated herein by reference.
(f) No Liability for Sub-Processor Acts: PROVIDER SHALL NOT BE LIABLE for any act, omission, error, breach, data loss, security incident, outage, or failure of any Sub-Processor (listed or unlisted), including but not limited to: hosting provider outages or data loss; telephony provider call quality or delivery failures; payment processor errors or fraud; authentication provider breaches or downtime; speech processing tool inaccuracies or failures; database provider data loss or corruption; CDN/network provider performance issues; development tool outages; monitoring tool failures.
(g) Force Majeure Extension: Any Sub-Processor failure shall be deemed a force majeure event excusing Provider's performance to the extent affected by such failure.
(h) No Breach for Unlisted Vendors: Customer acknowledges and agrees that: (i) the sub-processor list is indicative, not exhaustive; (ii) Provider may use unlisted vendors for operational purposes without violating this Agreement; (iii) failure to list a vendor does NOT constitute a breach and does NOT create any liability; (iv) Provider will use commercially reasonable efforts to keep the list current, but operational flexibility is preserved.
Provider is not a "Business Associate" under HIPAA unless a separate, executed Business Associate Agreement (BAA) is in force.
Each Party covenants not to disclose the other Party's Confidential Information for five (5) years following termination, provided that the obligation to protect attorney-client privilege and trade secrets shall be perpetual.
Survival: This section shall survive termination of the Agreement.
All intellectual property in the Services is owned by TrueVow Global Technologies Holdings Ltd. (Nevis) and licensed exclusively to Provider. This includes:
Customer receives a limited, non-exclusive, non-transferable license to use the Services during the Term.
Customer retains all rights to Customer Data. Provider receives only the limited license necessary to provide the Services.
Customer grants Provider a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use any feedback, suggestions, or feature requests for any purpose.
Except as expressly stated herein, no license or right is granted by either party, by implication, estoppel, or otherwise.
Survival: This section shall survive termination of the Agreement.
Each party shall:
The parties intend that any disclosure of attorney-client privileged or work-product-protected information to Provider be made solely for the purpose of facilitating the Services and shall be subject to the limited waiver protections of Federal Rule of Evidence 502(d) and the common-interest doctrine, where applicable. Provider shall not be deemed a co-client or joint client for any matter.
If Provider receives a subpoena, court order, or other legal process seeking disclosure of Customer's Confidential Information, Provider will use commercially reasonable efforts to: (a) notify Customer promptly (unless prohibited by law); (b) provide Customer with a reasonable opportunity to oppose the disclosure; and (c) assert applicable privileges and protections at Customer's written request and expense.
Limitations: Provider is not a law firm and does not provide legal advice; Provider makes no representation regarding the validity or enforceability of any privilege assertion; Customer shall indemnify and hold Provider harmless from all costs, fees, sanctions, or liabilities arising from privilege assertions made at Customer's request; Provider shall not be liable for any failure to assert privilege, waiver of privilege, or adverse ruling resulting from Provider's cooperation with legal process; if compliance with legal process would require Provider to incur costs exceeding $5,000, Provider may comply with the legal process unless Customer posts a bond or deposits funds sufficient to cover all anticipated costs and legal fees.
The obligations of this Section shall not apply to information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party complies with Section 8.3.
Survival: This section shall survive termination of the Agreement.
Customer shall pay Provider the following fees:
| Service | Unit | Price (USD) | Billing Trigger |
|---|---|---|---|
| Intake™ | Per Qualified Booking | $29.00 | Upon delivery to dashboard |
| Settle™ | Per Report | $49.00 | Upon report generation |
| Draft™ | % of Customer's list price | 19% | Upon document delivery |
| Verify™ | Per Certificate | $15.00 | Upon blockchain anchor |
Provider does NOT charge for:
A Booking is "Qualified" only if ALL of the following are met:
Late Fees: 1.5% per month (18% APR) on overdue balances
Service Suspension: Services may be suspended for accounts more than 60 days overdue
Collection Fees: Customer indemnifies Provider for all collection costs, attorneys' fees, and interest arising from late or disputed payments
Customer may dispute any charge by providing written notice within 15 calendar days of invoice date. Failure to dispute within this period constitutes irrevocable acceptance of the charge. Undisputed charges remain due. Provider shall investigate and respond within 10 business days.
All payments are final except:
All fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, or similar taxes (excluding Provider's net income taxes).
A Customer qualifies as a "Founding Member" if ALL of the following criteria are met:
Rate: $25 per Qualified Booking (vs. standard $29)
Lock Period: Until July 4, 2026 (minimum), may be extended at Provider's discretion
Free Monthly Bookings: 3 Qualified Bookings per month
To retain 3 free monthly bookings and $25 rate, Customer must satisfy ONE of the following each month:
⚠️ ACTIVITY GATE FAILURE:
3 consecutive months of failure → permanent loss of free bookings + $25 rate reverts to standard $29 after 12-month grace period. Status cannot be reinstated.
Intentional Repetition Doctrine:
The Parties acknowledge and agree that this section is intended to provide a comprehensive allocation of rights, responsibilities, disclaimers, and obligations. The Parties further agree that repetition and emphasis of certain provisions are intentional to avoid ambiguity or limitation of interpretation by any court or tribunal.
Customer Acknowledgments:
Customer expressly acknowledges that TrueVow's Core Logic operates via deterministic, rule-based finite-state machines and does not employ generative AI, large language models, or probabilistic inference.
Customer further acknowledges that Ancillary ML Tools are used solely for non-legal, operational purposes and do not influence legal qualification, document content, or case strategy.
Full Responsibility Transfer: Customer agrees to assume full responsibility for all reliance, decisions, or legal actions based on outputs from the Services.
Provider warrants that:
Customer warrants that:
Provider makes no warranties beyond those expressly stated herein.
EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF PUBLIC-DOCKET DATA, NON-INFRINGEMENT, AND COMPLIANCE WITH ANY ETHICS RULE OF ANY JURISDICTION.
With respect to TrueVow SETTLE™ specifically:
Validation Results Are Advisory Only: DRAFT validation results are advisory only and do NOT guarantee:
Attorney Responsibility: Customer bears the non-delegable duty to:
Zero-Knowledge Architecture: DRAFT runs locally on Customer's device (zero-knowledge architecture). Customer's document never leaves Customer's system. Validation rules are synced to Customer's device (encrypted, one-time), and validation runs entirely locally. Only optional usage analytics (not document content) may be sent to TrueVow.
No Warranty: TrueVow makes NO warranty, representation, or guarantee regarding:
Reliance on DRAFT™ validation results without independent verification is a breach of Customer's ethical duty of competence (ABA Model Rule 1.1). Validation results are advisory only and must be independently verified by Customer before filing.
With respect to TrueVow CONNECT™ specifically:
Provider does NOT guarantee:
Customer retains full professional discretion to:
Survival: This section shall survive termination of the Agreement.
Intentional Repetition Doctrine:
The Parties acknowledge and agree that this section is intended to provide a comprehensive allocation of rights, responsibilities, disclaimers, and obligations. The Parties further agree that repetition and emphasis of certain provisions are intentional to avoid ambiguity or limitation of interpretation by any court or tribunal.
PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $348 USD, WHICHEVER IS GREATER.
IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, CLIENTS, OR GOODWILL.
The limitations in Sections 12.1 and 12.2 do NOT apply to:
Survival: This section shall survive termination of the Agreement.
Intentional Repetition Doctrine:
The Parties acknowledge and agree that this section is intended to provide a comprehensive allocation of rights, responsibilities, disclaimers, and obligations. The Parties further agree that repetition and emphasis of certain provisions are intentional to avoid ambiguity or limitation of interpretation by any court or tribunal.
Customer Acknowledgments:
Customer expressly acknowledges that TrueVow's Core Logic operates via deterministic, rule-based finite-state machines and does not employ generative AI, large language models, or probabilistic inference.
Customer further acknowledges that Ancillary ML Tools are used solely for non-legal, operational purposes and do not influence legal qualification, document content, or case strategy.
Preemptive Indemnification Acknowledgment: Customer indemnifies Provider against all claims, damages, and liabilities arising from Customer's use of the Services, including claims alleging malpractice, compliance failures, or ethical breaches.
(a) Scope: Provider shall defend Customer against third-party claims that the Core Logic of the Services (excluding Ancillary ML Tools, Sub-Processor services, third-party integrations, and all Output) infringes a valid, enforceable U.S. patent, registered U.S. copyright, or registered U.S. trademark, provided that Customer: gives prompt written notice (within 10 business days of receiving the claim); grants Provider sole and exclusive control of the defense and all settlement negotiations; provides full cooperation at Provider's expense; makes no admissions, settlements, or agreements without Provider's prior written consent.
(b) Exclusions (No Indemnity): Provider has no indemnity obligation for claims arising from: Ancillary ML Tools (ElevenLabs, Cartesia, DeepGram, Fast Whisper, Silero, etc.); Sub-Processor services (AWS, Twilio, Stripe, Auth0, GitHub, etc.); third-party data sources, APIs, or integrations; Customer Data, Customer configurations, or custom scripts; modifications, combinations, or uses of the Services not authorized by Provider; use of the Services in violation of this Agreement; compliance with Customer's specifications or requests; use of the Services after Provider notifies Customer to cease due to infringement; or settlement or admission made without Provider's written consent.
(c) Liability Cap: Provider's aggregate liability under this Section 13.1, including all defense costs, settlements, and damages, shall not exceed the greater of: the fees paid by Customer in the three (3) months preceding the claim, OR Five Hundred U.S. Dollars ($500 USD) one-time per year.
(d) Remedies: If the Services are (or in Provider's reasonable opinion, are likely to be) held to infringe, Provider may, at its sole option and expense: procure the right for Customer to continue using the Services, OR replace or modify the Services to make them non-infringing (even if this reduces functionality), OR terminate this Agreement and refund fees paid in the preceding three (3) months. Provider has no obligation to select any particular remedy and may select the least costly option.
(e) Exclusive Remedy: THIS SECTION 13.1 STATES PROVIDER'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM.
Customer shall defend, indemnify, and hold Provider harmless from claims arising from:
Customer indemnifies Provider against any claim arising from:
The indemnified party shall provide prompt written notice of any claim, grant the indemnifying party sole control of the defense and settlement (provided settlement does not admit fault or impose obligations on the indemnified party), and provide reasonable cooperation.
Survival: This section shall survive termination of the Agreement.
Intentional Repetition Doctrine:
The Parties acknowledge and agree that this section is intended to provide a comprehensive allocation of rights, responsibilities, disclaimers, and obligations. The Parties further agree that repetition and emphasis of certain provisions are intentional to avoid ambiguity or limitation of interpretation by any court or tribunal.
This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months unless earlier terminated as provided herein.
This Agreement shall automatically renew for successive twelve (12)-month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Either party may terminate this Agreement with thirty (30) days' written notice.
Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within ten (10) days after written notice.
Upon termination:
Sections 7 (IP), 8 (Confidentiality), 11.3 (Disclaimers), 12 (Liability), 13 (Indemnity), 15 (Arbitration), 16 (Export Controls), 17 (Miscellaneous), 18 (Survival & Blue-Pencil), and accrued payment obligations survive termination.
Survival: This section shall survive termination of the Agreement.
This Agreement shall be governed by the substantive laws of Switzerland, excluding its conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods (CISG). This choice of law is acknowledged as a material and non-severable term.
Any dispute shall be finally settled by confidential arbitration:
The arbitral award shall be final, binding, and enforceable in any court of competent jurisdiction under the New York Convention.
ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ARBITRATIONS ARE WAIVED.
The parties expressly waive:
Either party may seek interim injunctive relief from the Commercial Court of the Canton of Zurich to prevent immediate irreparable harm pending the arbitrator's appointment.
Each party shall bear its own legal fees and half of the arbitration costs; however, the prevailing party shall be entitled to recover its reasonable attorneys' fees and expenses as determined by the arbitrator.
Material amendments to this Section require 60-day email + website banner notice. Continued use after the effective date constitutes acceptance.
Each Party irrevocably submits to the non-exclusive jurisdiction of the Commercial Court of the Canton of Zurich for compelling arbitration, obtaining interim relief, or enforcing arbitral awards.
Survival: This section shall survive termination of the Agreement.
Customer represents it is not located in, or controlled by any person located in, any territory subject to U.S. sanctions or embargoes (e.g., OFAC list, Cuba, Iran, North Korea, Syria, Crimea region).
Customer covenants that it will not export, re-export, or use the Services in violation of the U.S. Export Administration Regulations (EAR) or International Traffic in Arms Regulations (ITAR).
(a) Provider may assign this Agreement without consent to a successor in interest by merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations in writing.
(b) Customer may assign only with prior written consent of Provider, such consent not to be unreasonably withheld, conditioned, or delayed, except that consent is not required for an assignment to:
(c) Any attempted assignment in breach of this clause is void ab initio and constitutes a material breach.
Neither Party shall be liable for delay or failure to perform caused by: cyber-attacks, API outages, natural disasters, pandemics, embargoes, sanctions, sovereign defaults, strikes, riots, or any event beyond its reasonable control.
The affected Party must:
60-Day Termination Right: If the event lasts > 60 days, either Party may terminate with 30 days' notice.
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, emails, oral statements, or understandings.
No amendment is effective unless in a writing signed by both parties' authorized signatories. Electronic signatures (including DocuSign, Adobe Sign, or blockchain-based platforms) are binding.
No usage of trade, course of dealing, or course of performance may be used to interpret or supplement this Agreement.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. The invalid clause shall be reformed to the minimum extent necessary to make it enforceable while preserving the Parties' original intent.
If reformation is impossible, the clause shall be severed and the remainder shall continue. The Parties instruct any court or arbitrator to prefer reformation over severance.
No failure or delay by either Party in exercising any right, power, or privilege hereunder operates as a waiver. Any waiver must be in writing and signed by the Party granting it.
A waiver of any breach shall not be deemed a waiver of any subsequent breach. The Parties agree that any waiver shall be narrowly construed and shall not be interpreted as a general waiver of any other provision.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
Execution by electronic signature (including DocuSign, Adobe Sign, or any blockchain-based platform) is binding. A photocopy, PDF, or scanned copy of an executed counterpart shall be admissible in any proceeding as evidence of the Agreement.
All notices, communications, pleadings, briefs, submissions, and oral arguments shall be in English. Any translation is for convenience only; in the event of conflict, the English version prevails.
Each Party shall execute and deliver such further documents and take such further acts as may be reasonably necessary to give full effect to the intent of this Agreement, including (without limitation) signing escrow agreements, additional IP assignments, or arbitration-related documents.
Every date, deadline, or time period stated in this Agreement is of the essence. Any extension must be in writing and signed by both Parties. Late performance is a material breach unless the Parties expressly agree otherwise in writing.
Headings and captions are inserted for convenience only and shall not affect the interpretation or construction of any provision.
Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the Parties. Each Party is an independent contractor.
Neither Party may use the other's name, logo, or trademarks in any press release, advertisement, or marketing material without prior written consent, except that Provider may list Customer's name in a customer list on its website unless Customer opts out in writing.
Customer acknowledges that Provider is not a law firm, does not practice law, and does not provide legal advice. Customer remains solely responsible for compliance with all applicable state bar rules, ABA Model Rules, advertising regulations, conflict-of-interest checks, client-intake standards, and professional-liability requirements.
Any output from the Services is a draft suggestion only and must be independently verified before use. With respect to TrueVow DRAFT™ specifically, validation results are advisory only and do NOT guarantee document accuracy, completeness, legal sufficiency, citation accuracy, local rule compliance, or court acceptance. Customer must independently verify all validation results before filing.
All representations, warranties, covenants, and obligations contained in this Agreement shall survive execution, delivery, termination, or expiration of this Agreement to the maximum extent permitted by law.
Independent Contractors: Partners and Affiliates are independent contractors, not employees, agents, or representatives of Provider. They have no binding authority.
Week-11 Commission Gate: Commissions are paid only after the referred customer completes the first paid month.
Commission Denial: For fraud, self-referral, or chargeback
Tax Reporting: Form 1099-NEC (U.S.) or Form 1042-S (non-U.S.) for commissions exceeding $600/year
All provisions that by their nature should survive termination (including but not limited to Sections 7, 8, 11.3, 12, 13, 15, 16, 17, and any accrued payment obligations) shall survive indefinitely or to the maximum period permitted by law, regardless of the reason for termination.
If a court or arbitrator holds any clause too broad, too long, or otherwise unenforceable, the Parties authorize the tribunal to blue-pencil (narrow) rather than strike the clause, and they waive any right to object to such reformation.
(a) Independent Contractors: Provider engages employees, independent contractors, consultants, and outsourced service providers to perform various functions related to the Services. Customer acknowledges that: Provider does not guarantee the performance, qualifications, or conduct of any individual; Provider is not liable for any errors, omissions, negligence, misconduct, or criminal acts of any employee, contractor, or service provider; all liability for such acts is limited to the contractual remedies (if any) available to Provider against such individuals or entities.
(b) Pass-Through of Risks: To the maximum extent permitted by law, Provider disclaims all liability for: hiring, supervision, training, or retention decisions; background check failures or negligent hiring claims; unauthorized access by employees or contractors; data theft, fraud, or sabotage by current or former personnel; outsourced development, QA testing, or support services.
(c) No Vicarious Liability: Customer waives any claim of vicarious liability, respondeat superior, or principal-agent liability against Provider for acts of any person performing services on Provider's behalf.
(a) Third-Party Infrastructure: The Services are hosted on and transmitted through infrastructure owned and operated by third parties, including but not limited to: Cloud providers: Amazon Web Services (AWS), Google Cloud Platform (GCP), Microsoft Azure; Content delivery networks (CDNs): Cloudflare, Fastly, Akamai; Database providers: Supabase, PlanetScale, AWS RDS; Telephony providers: Twilio, Bandwidth, SignalWire; Internet backbone providers, ISPs, and telecommunications carriers.
(b) No Control or Liability: Provider does not own, operate, or control any of the foregoing infrastructure and shall not be liable for: outages, downtime, or service degradation; data loss, corruption, or unavailability; security breaches, DDoS attacks, or unauthorized access; routing errors, packet loss, or latency; force majeure events (natural disasters, power failures, fiber cuts, etc.); compliance failures, regulatory violations, or legal process affecting infrastructure providers.
(c) Exclusive Remedy: Customer's exclusive remedy for infrastructure failures is to pursue claims directly against the applicable hosting or infrastructure provider under their terms of service.
(d) SLA Exclusions: All uptime commitments, service level agreements, and performance guarantees are subject to and limited by the availability and performance of third-party hosting and infrastructure providers (as specified in Section 3.2(b)).
Provider shall not be liable for any failure, delay, error, or deficiency in the Services, or any loss, damage, or expense incurred by Customer, to the extent caused by or resulting from:
(a) Third Parties: Sub-processors, vendors, suppliers, or service providers; hosting, cloud, CDN, or infrastructure providers; telephony, internet, or telecommunications carriers; payment processors, authentication providers, or SaaS tools; open-source software, libraries, or dependencies.
(b) Personnel: Employees, contractors, consultants, or agents (current or former); hiring, training, supervision, or retention decisions; unauthorized access, fraud, theft, or sabotage by personnel.
(c) Technology Failures: Hardware failures, software bugs, or compatibility issues; security vulnerabilities, zero-day exploits, or cyberattacks; data loss, corruption, or unavailability; network outages, routing errors, or packet loss.
(d) External Events: Force majeure (natural disasters, pandemics, war, terrorism, etc.); government action, sanctions, legal process, or regulatory changes; power failures, fiber cuts, or ISP outages; DDoS attacks, security incidents, or malicious traffic.
(e) Customer Actions: Customer's systems, network, configuration, or integration issues; failure to pay fees, update payment methods, or maintain account; violation of this Agreement, acceptable use policies, or Documentation; reliance on Output, data, or reports without independent verification.
FOR ALL OF THE FOREGOING, PROVIDER'S LIABILITY IS EXPRESSLY DISCLAIMED AND EXCLUDED.
All notices must be in English, in writing, and delivered by nationally recognized overnight courier (signature required) or certified mail, return receipt requested.
Provider Address:
TrueVow Legal
c/o TrueVow Global Tech FZE LLC (UAE)
Dubai South, Dubai, UAE
Email: legal@truevow.com (operational notices only)
Customer Address: [To be specified in Order Form]
Each Party irrevocably submits to the non-exclusive jurisdiction of the Commercial Court of the Canton of Zurich for the purpose of any action to compel arbitration, to obtain interim relief, or to enforce any judgment on an arbitral award. Process may be served by courier or certified mail to the addresses above or by any method permitted under Swiss federal or cantonal procedural rules.
URL: https://truevow.law/subprocessors
Last Updated: November 4, 2025
| Category | Provider | Function | Jurisdiction |
|---|---|---|---|
| Speech AI | ElevenLabs | Neural voice synthesis | USA |
| Speech AI | Cartesia | Audio generation | USA |
| Speech AI | DeepGram | Speech-to-text | USA |
| VAD/ASR | Silero | Voice activity detection | USA |
| STT | Faster-Whisper | Accelerated transcription | USA |
| Auth | Auth0/Okta | OAuth 2.0, SAML, MFA | USA |
| Database | Supabase | Managed PostgreSQL | USA |
| Database | PlanetScale | Serverless MySQL | USA |
| Cache | Redis Labs | Redis cloud | USA |
| Workflow | n8n | Low-code automation | Germany/USA |
| CDN/Edge | Cloudflare | CDN, WAF, DNS | Global |
| Monitoring | Sentry | Error tracking | USA |
| Monitoring | Datadog | Logs, metrics, APM | USA |
| DevOps | GitHub | Source code hosting | USA |
| Storage | Backblaze B2 | Object store (opt-in) | USA |
Disclaimer: All vendors used solely for non-legal, operational, or infrastructural purposes. None influence TrueVow's deterministic legal-intake logic.
30-Day Notice: Provider shall provide 30 days' written notice before adding new Sub-Processors. Customer may object within 15 days.
A Booking is "Qualified" only if ALL of the following are met:
Rate: $25 per Qualified Booking (vs. standard $29)
Lock Period: Until July 4, 2026 (minimum), may be extended at Provider's discretion
To retain 3 free monthly bookings and $25 rate, Customer must satisfy ONE of the following each month:
Failure Consequence: 3 consecutive months → permanent loss of free bookings + rate reverts to $29 after 12-month grace. Status cannot be reinstated.
Partners and Affiliates are independent contractors, not employees, agents, or representatives of Provider.
Partners/Affiliates may NOT:
Payment Trigger: Week-11 gate — commission paid only after referred customer completes first paid month
Denial Triggers:
U.S. Partners/Affiliates: Form 1099-NEC for commissions >$600/year
Non-U.S. Partners/Affiliates: Form 1042-S for commissions >$600/year
Service Definition: CONNECT is a professional referral network platform that facilitates connections between attorneys (attorney-to-attorney referrals) and between attorneys and medical providers (attorney-to-medical-provider referrals). CONNECT operates as an introductory platform only ("mere conduit").
ABA Model Rules Compliance:
HIPAA Compliance: If attorneys share PHI with medical providers via CONNECT, a Business Associate Agreement (BAA) is required. CONNECT provides BAA templates and encryption safeguards, but attorneys are solely responsible for executing BAAs and obtaining client consent.
State Bar Ethics Opinions: CONNECT requires pre-clearance from state bars before launch (e.g., FL Bar Ethics Opinion 24-1). Do not use until officially launched and state-approved.
Before Making a Referral:
Prohibited Actions:
FEDERAL ANTI-KICKBACK STATUTE (42 U.S.C. § 1320a-7b): Any payment between attorneys and medical providers for referrals is a CRIMINAL VIOLATION with severe penalties:
PROHIBITED: NO payments, NO fee arrangements, NO reciprocal referrals, NO "marketing fees" or "administrative fees" between attorneys and medical providers.
CONNECT Architecture: CONNECT is a pure directory/introduction platform. NO payment processing between attorneys and medical providers. All fee arrangements (if any) must be entered into OUTSIDE CONNECT platform.
Before Accepting Referral:
TrueVow's Role:
TrueVow Does NOT:
Strictly between Referrer and Referee. Provider has no mediation obligation. TrueVow is not a party to referral agreements and has no responsibility for fee payment or disputes.
CONNECT Data Collection Model:
CONNECT™ does NOT:
CONNECT™ only provides: Directory/platform services, introduction facilitation, and technology tools for managing referrals. Attorneys make all professional decisions and are solely responsible for compliance with all bar rules and regulations.
| Version | Date | Change Summary | Approved By |
|---|---|---|---|
| 3.0 | Nov 4, 2025 | Final Best-in-Class MSA: Integrated 86 improvements from 4 expert samples. Added: Dual arbitration (ICC/AAA), TrueVow CONNECT, SETTLE, Founding Member program, Zero-Knowledge Cache, Collection-Fee Pursuit, No-Refund Rule, 13 Miscellaneous provisions | TrueVow Legal |
| 2.0 | Oct 21, 2025 | Integrated Sample #1: Added 7 legal hardening improvements (Intentional Repetition, Customer Acknowledgments, Universal Survival, Preemptive Indemnification) | TrueVow Legal |
| 1.0 | Sep 10, 2025 | Baseline MSA with correct corporate structure (UAE/Nevis/Wyoming), Swiss law + ICC arbitration, Core Logic FSM disclaimers, Ancillary ML Tools framework | TrueVow Legal |
TrueVow SETTLE displays historical settlement ranges from:
Purpose: Level the playing field against proprietary insurer databases (e.g., Colossus)
Voluntary: No obligation to contribute; access not contingent on contribution
Anonymization Required: Customer must strip all PII, PHI, client names, law firm names, case identifiers, case facts, legal strategy, and privileged communications
Data Collection Model: SETTLE collects only generic injury categories (e.g., "soft tissue injury", "fracture"), county information (public data), and dollar amounts. SETTLE does NOT collect: case facts, legal strategy, privileged communications, client identifiers, medical diagnoses, CPT/ICD codes, or detailed narratives.
Aggregation Threshold: Query results require a minimum of 15 cases to prevent re-identification of any individual case. No individual case data is retained beyond the aggregation process.
License Grant: By contributing, Customer grants Provider perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, create derivative works for operating/improving TrueVow SETTLE
Customer Indemnity: Customer indemnifies Provider for contribution of non-anonymized data, PHI, privileged information, antitrust violations, HIPAA violations, or ABA Rule 1.6 violations
No PHI: Service architected to store no Protected Health Information or client identifiers
ABA Model Rule 1.6 Compliance: SETTLE collects only non-privileged, non-confidential statistical data. No "information relating to representation" is collected, stored, or processed. Client consent obtained via standard engagement letter clause.
HIPAA Compliance: SETTLE is NOT a covered entity under HIPAA. We do NOT collect Protected Health Information (PHI), diagnoses, medical records, or CPT/ICD codes. We collect only generic injury categories + dollar amounts.
Antitrust Compliance (DOJ 2023 Guidelines): Plaintiff-side databases are pro-competitive and explicitly exempt. SETTLE uses generic defendant categories only, no insurer-specific filters, no price-fixing enabling features, and is open to all attorneys (not collusion).
State Bar Opinions: SETTLE's anonymized, aggregated data model has been approved by multiple state bar ethics committees (California Formal Op. 2021-206, New York Ethics Op. 2019-4, Florida Advisory Op. 21-1, Texas Ethics Op. 679).
Blockchain Verification: Each contribution generates an OpenTimestamps blockchain hash providing cryptographic proof of anonymization (hash only; no personal data on-chain). Verifiable at https://verify.truevow.law.
SETTLE™ does NOT:
SETTLE™ only processes: Non-PHI, non-privileged statistical data submitted by attorneys or taken from publicly available verdict records. All computations represent descriptive statistics, not predictions or outcomes.
Customer agrees NOT to:
Got a Dispute?
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
TrueVow Global Tech FZE LLC (UAE)
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
Corporate Seal (if required): __________________
CUSTOMER (LAW FIRM ENTITY)
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
State of Incorporation: _______________________
WITNESS (optional, notarial seal where applicable):
Witness 1: _________________________
Witness 2: _________________________
© 2025 TrueVow Global Tech FZE LLC (UAE)
This MSA incorporates 86 best-practice improvements and represents enterprise-grade legal drafting for legal-tech SaaS platforms.