Terms of Service

These Terms of Service ("Terms") govern access to and use of the DepoCoach platform and website at https://depocoach.ai (the "Service"), provided by Client Prep AI, LLC ("DepoCoach," "we," "us," or "our"). By accessing or using the Service, you agree to these Terms. If you are agreeing on behalf of a law firm or other organization, you represent that you are authorized to bind that organization.

In these Terms, "you" refers to the law firm that subscribes to the Service and to the authorized users who access it under the firm's account. The law firm is our customer and is responsible for its account, including fees, and for supervising its users and its clients' use of the Service. A firm's client (for example, a plaintiff or witness) may use the Service as an end user under the firm's supervision, but is a client of the firm, not our customer. Where these Terms create payment, indemnity, or similar obligations, those obligations are the responsibility of the subscribing law firm unless a separate signed agreement provides otherwise.

1. Description of the Service

DepoCoach is an attorney-controlled technology tool that helps law firms prepare their clients for depositions. A law firm uploads case materials, the Service drafts a summary of those materials and suggested preparation questions for the supervising attorney to review, edit, approve, or reject, and approved questions are released to the firm's client. The firm's client can then practice answering by voice and receives automated coaching and scoring on the delivery of their answers, and the attorney receives readiness analytics.

Not legal advice. DepoCoach is a software tool that supports preparation directed and supervised by a licensed attorney. A supervising attorney reviews and approves the case-specific preparation questions and materials before they are released to the firm's client. During a practice session, the client also receives automated coaching and scoring on the delivery of their answers (for example, clarity, pacing, and completeness). This automated feedback supports, and does not replace, the supervising attorney's judgment and supervision. The Service does not provide legal advice, does not practice law, and does not create an attorney-client relationship between DepoCoach and any user or any law firm's client. The supervising attorney is solely responsible for all legal judgments and for supervising the client's preparation.

2. Eligibility and Accounts

The Service is offered to law firms and their authorized users, who must be adults. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You agree to provide accurate information and to keep it current. Notify us promptly at support@depocoach.ai of any unauthorized use of your account.

3. Customer Responsibilities

• The law firm controls its own clients' information and is responsible for obtaining any consents and authorizations needed to upload case materials and to prepare its clients using the Service.
• A supervising attorney reviews and approves the preparation questions and case-specific materials before they are released to the firm's client. Attorney supervision of the client's preparation is a core design feature of the Service and a condition of use. Automated coaching and scoring generated during a client's practice session are delivery feedback that supports, and does not replace, the attorney's supervision.
• You are responsible for your compliance with the rules of professional conduct, confidentiality and privilege obligations, and applicable law that govern your practice.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of these Terms.
• Attempt to access accounts, data, or systems you are not authorized to access.
• Interfere with or disrupt the integrity or performance of the Service.
• Reverse engineer, copy, or resell the Service except as permitted by law.
• Upload malicious code or content you do not have the right to provide.

5. SMS / Text Messaging Terms

Program description

DepoCoach offers an SMS-based login verification program. When you enable it, we send one-time passcodes (login verification codes) to the mobile number you registered so you can verify your identity when logging in to, or enrolling a phone number in, the DepoCoach web application. These are transactional security messages only. We do not send marketing or promotional messages through this program.

Consent

You consent to receive these messages inside the authenticated DepoCoach application by entering and confirming your own mobile number on the account-security enrollment screen. Consent to receive these messages is not a condition of purchase.

Message frequency

Message frequency varies and is limited to login and enrollment events. You will generally receive a message only when you attempt to log in, or when you enroll or update a phone number for account security.

Costs

Message and data rates may apply. Any such charges come from your mobile carrier and are your responsibility. DepoCoach does not charge you for verification messages.

Opting out (STOP)

You can cancel the SMS program at any time by replying STOP to any message. After you reply STOP, we will send a one-time confirmation and stop sending verification codes to that number. Please note: opting out disables SMS-based login verification for your account. If you rely on SMS verification to log in, you may be unable to access your account after opting out until you contact support to restore access or set up an alternative verification method. To regain access, contact support@depocoach.ai.

Help (HELP)

For help, reply HELP to any message, or email support@depocoach.ai.

Carriers and delivery

Supported carriers are not liable for delayed or undelivered messages. Message delivery depends on your carrier and device and is not guaranteed.

Mobile information sharing

No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Text messaging originator opt-in data and consent will not be shared with any third parties. See our Privacy Policy for details on how we handle your information.

6. Intellectual Property

We own the Service and all related software, technology, and content we provide, excluding your data and case-preparation content. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription. You retain all rights in the case materials and content you upload. You grant us the limited rights needed to host and process that content to provide the Service.

As between you and DepoCoach, preparation content generated for your matter (such as case summaries, preparation questions, coaching feedback, scores, and readiness analytics) is made available to you for use in connection with the matter and is treated as your case-preparation content. We may use usage and telemetry data about how the Service performs (such as error rates, feature usage, and system performance) to operate, secure, and improve the Service. How we handle information with our AI and other service providers is described in our Privacy Policy and in any applicable customer agreement.

7. Confidentiality and Data

Each party will protect the other's confidential information. Our collection and use of personal information is described in our Privacy Policy. Case-preparation content is treated as confidential and highly sensitive. Where a law firm's use of the Service involves health or medical information subject to HIPAA, a Business Associate Agreement (BAA) applies only when legally required or required by the customer, and only once separately executed. Nothing in these Terms by itself creates or constitutes a BAA.

Notice of legal process. If we receive a subpoena, court order, search warrant, or other legal demand seeking case-preparation content or other customer information, we will notify the affected law-firm customer within five (5) business days after we receive it, unless we are legally prohibited from doing so or the demand involves an emergency involving a risk of death or serious physical injury. Where legally permitted, we will give that notice before producing any information, so the firm has an opportunity to seek a protective order or otherwise respond. Where we are prohibited from giving notice, we will give it as soon as the prohibition lapses. We will produce only what the demand requires and will seek to limit the scope of any production of case-preparation content.

8. Fees

Fees, subscription terms, and any service levels are set out in the applicable order form or subscription agreement between you and DepoCoach. Except as required by law or expressly stated in that agreement, fees are non-refundable.

9. Disclaimers

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the "Not legal advice" statement in Section 1, we do not warrant that the Service will be uninterrupted, error-free, or that generated content will be accurate or suitable for any particular matter. The supervising attorney remains responsible for supervising the client's preparation and for reviewing and approving the case-specific preparation questions and materials.

10. Limitation of Liability

To the maximum extent permitted by law, DepoCoach will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill. Our total liability arising out of or relating to the Service and these Terms will not exceed the greater of (a) the total fees you paid us for the Service in the twelve (12) months before the event giving rise to the claim, or (b) five thousand dollars ($5,000). Clause (b) applies during any period in which the Service is provided to you at no charge. Some jurisdictions do not allow certain limitations, so some of these limits may not apply to you. If you have a separately signed subscription agreement or order form with DepoCoach, the liability and indemnity terms in that agreement control over this section to the extent they conflict.

11. Indemnification

You will indemnify and hold DepoCoach harmless from claims, damages, and expenses arising from your use of the Service, your content, or your violation of these Terms or applicable law, except to the extent caused by our gross negligence or willful misconduct.

12. Term and Termination

These Terms apply while you use the Service. Either party may terminate as provided in the applicable subscription agreement, or we may suspend or terminate access for violation of these Terms. On termination, your right to use the Service ends, and we will handle your content as described in your subscription agreement and our Privacy Policy.

13. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute not subject to another agreed process.

14. Changes to These Terms

We may update these Terms from time to time. For routine updates, we will revise the "Effective Date" above. For material changes, we will provide additional, more direct notice where appropriate, and, where we determine it is appropriate or where required by law, we will seek your affirmative acceptance or enter a written amendment. Your continued use of the Service after a routine update takes effect means you accept the updated Terms.

15. Contact and Legal Notices

• Support: support@depocoach.ai
• Business and legal notices: Client Prep AI, LLC, 19501 Biscayne Blvd, Suite 400, Aventura, FL 33180
• Service of process (registered agent): Vcorp Agent Services, Inc., 108 W. 13th Street, Suite 100, Wilmington, DE 19801, New Castle County.