Terms of Service
This User License Agreement governs your use of the software and services provided by Kodem Legal Technologies LLC and its related entities.
Last updated: February 1, 2026
By registering your use of the Service, you are accepting to be bound to the terms of this User License Agreement. This agreement incorporates by reference the Privacy Policy.
Contents
1. Definitions
1.1. Administrator
"Administrator" shall mean a Subscriber (as defined in Section 1.9) with authority to designate additional Authorized Users and/or Administrators and commit the Subscriber to additional services from Toorey.
1.2. Agreement
"Agreement" shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at Privacy Policy.
1.3. Authorized User
"Authorized User" shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
1.4. Confidential Information
"Confidential Information" shall mean the Content (as defined in Section 1.5) and any information, technical data, proprietary or confidential by either party to this Agreement including, but not limited to, either party's research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party's premises.
1.5. Content
"Content" shall mean any information you upload or post to the Service and any information provided by you to Toorey in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1.7.
1.6. Primary Subscriber
"Primary Subscriber" shall mean the Subscriber who initiated the Services offered by Toorey and is assumed by Toorey to have the sole authority to administer the subscription.
1.7. Registered Client
"Registered Client" means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.
1.8. Service
"Service" shall mean any software or services provided by Kodem, including but not limited to Toorey, case management software.
1.9. Subscriber
"Subscriber" shall refer to the purchaser of the Services provided by Toorey and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.
2. Limited License & Use of Service
2.1. License Grant
Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.
2.2. Content Ownership
Toorey does not review or pre-screen the Content and Toorey claims no intellectual property rights with respect to the Content.
2.3. Restrictions
Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet ("CSS") or any visual design elements without the express written permission from Toorey.
2.4. Prohibited Uses
Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
2.5. Malicious Content
Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email "Spam", short message service "SMS" messages, viruses, self-replicating computer programs "Worms" or any code of a destructive or malicious nature.
2.6. Intellectual Property
Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with Toorey.
2.7. Public Content
Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content ("Public Content"). It is the responsibility of the Authorized User to determine if the Service being shared is appropriate for each Registered User. Toorey reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.
2.8. Service Modifications
Toorey reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Toorey shall provide Subscriber with 30-days notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber's acceptance of the modification.
2.9. Service Suspension
Toorey reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days notice prior to any such suspension. Such notice shall be provided to you in advance by way of notification within the Service, email, or other notification method deemed appropriate by Toorey.
2.10. Data Backup
Toorey stores all Content on redundant storage servers. The Subscriber may elect to, at a regular interval, replicate all Content associated with the subscription to a third party storage service ("Escrow Agent"). The replicated Content ("Escrow Data") will be held under the terms of a separate agreement exclusively between the Subscriber and the Escrow Agent ("Escrow Agreement"). The Subscriber may also elect to replicate all Content associated with the subscription on its own storage device.
2.11. Data Usage Rights
Subscriber grants to Toorey a non-exclusive, royalty-free right during Subscriber's use of the Service, to use the Confidential Information for the sole purpose of performing Toorey's obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Toorey to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.
2.12. Jurisdiction Configuration
Toorey uses one code-base for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber's requirements. Toorey will highlight known features that may require Subscriber review.
3. Access to the Service
3.1. User Requirements
Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
3.2. Username
Each Authorized User will be provided with a unique identifier to access and use the Service ("Username"). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
3.3. Administrator Authority
The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.
3.4. Administrator Responsibility
Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.
3.5. Content Ownership
As between Toorey and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 9 below, Toorey shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.
3.6. Automated Access
All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
3.7. API Access
Authorized Users are permitted to access and use the Service using an Application Program Interface ("API") subject to the following conditions: (a) Any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms of Service; (b) Toorey shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from any use of an API or third-party product that access and use the Service via an API; (c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API; (d) Toorey reserves the right at any time to modify, discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.
4. Confidentiality
4.1. Confidential Treatment
Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
4.2. Third Party Vendors
Toorey and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 6 of this Agreement; or (c) as otherwise authorized by you in writing.
5. Security and Access
5.1. Authentication
Toorey is responsible for providing a secure method of authentication and accessing its Service. Toorey will provide mechanisms that: (a) allow for user password management; (b) transmit passwords in a secure format; (c) protect passwords entered for purposes of gaining access to the Service by utilizing a code that follows password management best practices.
5.2. Subscriber Responsibility
Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.
5.3. Unauthorized Use Prevention
Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify Toorey upon suspicion that a username and password has been lost, stolen, compromised, or misused.
5.4. Security Standards
At all times, Toorey, and any third-party vendors and hosting partners it utilizes to provide the Service, will: (a) use information security best practices for transmitting and storing your Content, adhering to industry standards; (b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; (c) ensure its host facilities maintain industry standards for security and privacy; and (d) within thirty (30) days of a request by Subscriber, provide Subscriber with a (SOC2 or SOC3) audit report or industry standard successor report.
5.5. Security Breach Reporting
Toorey shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that Toorey reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a "Security Breach"). Toorey shall make such report within 72 hours after learning of the Security Breach.
5.6. Breach Response
In the event of a Security Breach, Toorey shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach.
6. Legal Compliance
6.1. Legal Disclosure
Toorey maintains that its primary duty is to protect the Content to the extent the law allows. Toorey reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If Toorey is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Toorey will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief.
6.2. Legal Requests
Toorey will only accept legal requests for production of Content or other Confidential Information through service of process by mail or courier at the physical address. Toorey does not accept service of process via email or electronic communications. Toorey may seek reimbursement for costs associated with responding to requests for information as provided by law.
7. Managed Backup and Archiving
7.1. Backup Services
Toorey's managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Toorey shall ensure recovery of lost or corrupted Content at no cost to you. Following any cancellation or termination of Service for any reason, Subscriber shall have ninety (90) days to retrieve any and all Content.
8. Subscription Changes and Payments
8.1. Payment Method
Subscribers with paid subscriptions will provide Toorey with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal, or other taxes which Subscribers agree to pay based on where the Subscriber is located. Invoices will include (i) subscription fees and (ii) all applicable sales taxes, as amended from time to time, for the jurisdiction in which the Subscriber is located.
8.2. Billing Cycles
Subscribers with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions cancelled prior to the expiration of any trial period, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made by Annual Subscribers, setup fees, and other professional services charges.
8.3. No Refunds
No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.
8.4. Cancellation
There are no charges for cancelling a subscription and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.
8.5. Subscription Changes
The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades, and including the addition or removal of discounts included for the purchase of suite services. Adding Authorized User subscriptions or subscription upgrades will trigger prorated charges in the current billing cycle. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.
8.6. Price Changes
All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.
8.7. Taxes
Subscriber is responsible for paying all taxes associated with the subscription to the Service. If Toorey has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be charged to and paid by Subscriber, unless Subscriber provides Toorey with a valid tax exemption certificate authorized by the appropriate taxing authority.
8.8. Withholding
Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Toorey receives an amount equal to the sum it would have received had no such deduction or withholding been made.
9. Cancellation and Termination
9.1. Cancellation Process
Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription at any time by writing a mail to support@toorey.com. For security reasons, cancellations shall only be performed by an Administrator. The Administrator may be directed, within the Service, to contact support to complete the cancellation. Cancellations shall not be accepted by any other means.
9.2. Toorey's Rights
Toorey in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice.
9.3. Violation Suspension
If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) Toorey provides Subscriber with commercially reasonable notice of this violation; (iii) Toorey uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to Toorey's reasonable satisfaction within thirty (30) days of such notice, then Toorey reserves the right to suspend access to the Service.
9.4. Data Retention
As required by Section 7 above ("Managed Backup and Archiving"), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to remain available for a period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement.
10. Limitation of Liability
10.1. Liability Waiver
Except in the case of a violation by Toorey of its obligations under Section 4 above ("Confidentiality"), Section 5 above ("Security and Access"), and Section 7 above ("Managed Backup and Archiving"), and except as provided in Section 12.2 below ("Indemnification"), Toorey shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by Toorey.
10.2. Liability Cap
SUBSCRIBER AGREES THAT THE LIABILITY OF TOOREY ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT TOOREY IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT.
10.3. Subscriber Equipment
Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber's technology which occurs as a result of Subscriber's electronic equipment and/or Subscriber's computer system.
11. Disclaimer of Warranties
11.1. Warranty Disclaimer
TOOREY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY TOOREY. NOTHING IN THIS SECTION 11.1 SHALL MODIFY TOOREY'S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 12.2.1 OF THIS AGREEMENT ("INDEMNIFICATION").
12. Indemnification
12.1. Subscriber Indemnification
Subscriber hereby agrees to indemnify and hold harmless Toorey and Kodem from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys' fees, which arise from or relate to the following: (a) Authorized Users' breach of any obligation stated in this Agreement, and (b) Authorized Users' negligent acts or omissions. Toorey will provide prompt notice to Subscriber of any indemnifiable event or loss.
12.2. Toorey Indemnification
Toorey shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Subscriber by a third party alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party.
12.3. Security Indemnification
Toorey shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Subscriber by a third party arising out of or related to a violation by Toorey of its obligations under Section 4 above ("Confidentiality") or Section 5 above ("Security and Access").
13. Miscellaneous
13.1. Third Party Vendors
Subscriber acknowledges and agrees that Toorey may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
13.2. Third Party Services
The Services may allow you to access or use or integrate with third party providers of products and services ("Third Party Services"). Such Third Party Services are not "Services" under this Agreement and are not subject to any terms related to Services, including related warranties, indemnities, service commitments or other obligations. The availability of any Third Party Services through the Services does not imply Toorey's endorsement of or affiliation with the provider.
13.3. Data Transmission Risk
Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Toorey liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Toorey, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service.
13.4. Waiver
The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
13.5. Entire Agreement
This Agreement constitutes the entire agreement between Authorized Users and Toorey and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and Toorey (including, but not limited to, any prior versions of this agreement).
13.6. Amendments
Toorey reserves the right to amend this Agreement. In the event of material changes to the Agreement, Toorey will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
13.7. Assignment
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement.
13.8. Governing Law
This Agreement and your relationship with Kodem and Toorey shall be governed exclusively, and will be enforced, construed, and interpreted exclusively in accordance with, the laws of the State of Texas and shall be considered to have been made and accepted in Texas without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Dallas in the State of Texas. Any claim arising under this Agreement must be brought within one (1) year after such claim or cause of action arose or be forever barred. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees.
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