Harvey Evaluation Terms of Service (PwC Co-sale)

Last Updated: July 7, 2025

1. IMPORTANT TERMS.

1.1. These evaluation terms of service (the “Agreement”) are between Counsel AI and You and govern Your use of the Service. If You are using the Service on behalf of another entity (such as your employer), You must have the authority to accept these Terms on their behalf.

1.2. By using the Service, the parties are agreeing to this Agreement, our Acceptable Use Policy, our Service Terms, our Security Addendum, and our Data Processing Addendum, which are collectively referred to as the “Terms” and which are enforceable like any written contract. In the event of any conflict between this Agreement and the remainder of the Terms, this Agreement controls except regarding the DPA which will govern with respect to its subject matter.

1.3. Counsel AI may update the Terms by posting updated Terms on our website. All changes become effective when posted. Such changes are not retroactive, but Your continued use of the Service after any such changes means You agree to such changes. Notwithstanding the above, in no event may Counsel AI alter these Terms in a way that meaningfully detracts from its obligations with respect to Confidential Information, Customer Data, or Customer Content as agreed to in these Terms without express written authorization from You.

1.4. The Service is a research tool, and its Output is not legal advice. The Output of the Service is AI-generated, and may contain errors and misstatements or may be incomplete.

2. DEFINITIONS. The definitions in Section 13 (Definitions) apply to these Terms. All terms in quotation marks in the body of this Agreement are also defined terms.

3. USAGE.

3.1. You may access, and we grant You the non-exclusive right to use, the Service pursuant to the Documentation. Access credentials are specific to the user to whom they are issued and may not be shared, including within the same organization. You will take reasonable steps to prevent unauthorized use of the Service.

3.2. Your usage of the Service is governed by these Terms. You will interact with the Service by providing Input to the Service and receiving Output from the Service. You and Your users may only use the Service for Your business purposes.

3.3. You may not (i) use the Service in a way that infringes, misappropriates, or violates any person’s rights; (ii) access or use the Service from within any Embargoed Countries; (iii) attempt to reverse engineer or attempt to discover the source code or engineering of the underlying model and systems of the Service or Counsel AI’s subcontractors; (iv) attempt automated means to scrape content or Output from the Service; or (v) provide to Counsel AI any personally identifiable genetic, biometric or health data, or payment card industry data (such as credit card numbers).

3.4. To the extent that You provide us with any Feedback, we may freely use and incorporate any Feedback into our products and services. Counsel AI may not utilize Feedback in a way that identifies, or could be used to identify, Customer, its users, Customer Data, Your Content, or Customer's Confidential Information.

3.5. Any third-party software, services, or other products You use in connection with the Service (for example, Your internet browser) are subject to their own terms, and we are not responsible for such third-party products.

4. CONTENT.

4.1. You may provide Input to the Service and receive Output from the Service. As between the parties, You own Your Content.

4.2. You may provide Input that is similar or identical to a third party’s user’s Input or may receive Output that is similar or identical to Output provided to other third-party users. Queries that are requested by other third-party users and responses provided to other third-party users are not Your Content.

5. CUSTOMER DATA.

5.1. To utilize certain features, You may be required to upload documents (“Customer Data”) into the Service for the purpose of enabling certain features.

5.2. As between the parties, You retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. You grant to Counsel AI and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data and Your Input to the extent necessary to provide the Service to You, to prevent or address service or technical problems with the Service, or as may be required by applicable law.

5.3. Your use of the Service and all Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to You. You are responsible for the accuracy, content and legality of all Customer Data.

6. FEES AND PAYMENTS. You are utilizing the Service via an authorized free trial, and You agree that You will do so in accordance with Your instructions from Counsel AI. If we believe that You are not using the free trial in good faith, we may immediately terminate Your access to the Service. We reserve the right to limit the resources and features available to free trial users.

7. TERM AND TERMINATION.

7.1. These Terms take effect when You first use the Service and remain in effect until terminated. You may terminate these Terms at any time by discontinuing the use of the Service and providing notice to us. We may similarly terminate upon notice at any time.

7.2. Upon termination, You will stop using the Service, and You will promptly return, or if instructed by us, destroy any Confidential Information. The sections of these Terms that customarily would survive such an agreement will survive (for example, provisions around confidentiality, obligation to pay unpaid fees, etc.)

7.3. Within 30 days of termination, Counsel AI will securely delete any remaining Customer Data or Content unless otherwise instructed by You.

8. WARRANTY AND DISCLAIMER.

8.1. You warrant that You have the necessary rights in Your Customer Data and Input to use it with the Service and that Your use of the Service will comply with all applicable laws and regulations.

8.2. The Service is provided on an as-is and as-available basis. Counsel AI makes no representations or warranties of any kind, implied or expressed, with respect to the Service including warranties of merchantability, title, non-infringement, or fitness for a particular purpose, which are disclaimed. Counsel AI does not represent or warrant that the use of the Service will be uninterrupted or error-free.

9. LIMITATIONS OF LIABILITY.

9.1. In no event will either party be liable to the other party or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.

9.2. Other than for claims based on liability which, by law, cannot be limited (for example, tort claims for gross negligence and intentional misconduct), in no event will either party’s total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed $1,000 (the “Liability Cap”).

10. AUTHORISED SELLER.

10.1. PwC and PwC Firms are authorized sellers of the Service and are authorized by Counsel AI to offer the Service pursuant only to these Terms.

10.2. Because this is an unpaid Pilot, PwC and PwC Firms receive no fees directly under this Agreement. If You enter into a commercial arrangement for the Service, PwC may receive compensation under that arrangement as disclosed in such commercial agreement.

10.3. You hereby agree that PwC and PwC Firms, to the maximum extent permitted under applicable law, owe You no duty of care under these Terms or otherwise and PwC and PwC Firms make no promises or warranties in relation to the use of the Service, nor the usefulness or appropriateness of the Outputs nor does PwC and PwC Firms accept liability to You. You will not make any claims against PwC and/or PwC Firms. All claims under these Terms and/or in relation to the Service and/or in relation to the Outputs shall be against Counsel AI. You agree to reimburse PwC and PwC Firms for any liability (including legal costs) that PwC and PwC Firms incur in connection with any claim by anyone else in relation to these Terms, or the Service, the Outputs and/or following a breach of these conditions or a breach of these Terms.

10.4. Other than as set out in this Section, a person who is not a party to these Terms shall have no rights under these Terms (including under the Contracts (Right of Third Parties) Act of 1999 (as may be amended)) to enforce any provision of these Terms. You agree that PwC and PwC Firms may enforce these Terms in their own right. PwC and PwC Firms consent is not required to vary or rescind these Terms other than the terms set out in this Section.

10.5. The parties acknowledge that the relationship between Customer and PwC and/or PwC Firms, to the extent it involves the provision of services by PwC, is governed by a separate agreement (the “PwC Customer Engagement”). For clarity, nothing in these Terms shall modify the terms of the PwC Customer Engagement.

11. PwC MODULES. To the extent You or Your users have access to any PwC modules (as set forth in an operative order form), the following terms shall apply:

11.1. To the extent that You provide Counsel AI with any Feedback, Counsel AI may share that Feedback with PwC and both Counsel AI and PwC may freely use and incorporate any Feedback into their products and services. Neither PwC nor Counsel AI may utilize Feedback in a way that identifies, or could be used to identify, the Customer, its users, Customer Data, Your Content, or Customer's Confidential Information.

11.2. PwC or its licensors own certain intellectual property rights in the Service which is licensed to Counsel AI for use as expressly set out in this Section (“PwC IP”). Counsel AI grants You a non-exclusive, non-sublicensable right to use the PwC IP for internal business purposes only for the duration of these Terms. PwC and/or Counsel AI may terminate Your right to use the PwC IP for legal or regulatory reasons.

12. GENERAL TERMS.

12.1. Assignment. Neither party may assign these Terms without the advance written consent of the other party, except that Counsel AI may (i) assign these Terms in their entirety to any Affiliate; or (ii) assign these Terms in connection with a consolidation, merger or sale of all or substantially all of our assets.

12.2. Subcontracting. Counsel AI may use subcontractors and other third-party providers in connection with the performance of its activities under these Terms as it deems appropriate, provided that it remains responsible for the performance of any such subcontractors or third-party providers.

12.3. Severability and Interpretation. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect.

12.4. Open Source Software. We warrant that we will not use any software in the Service that would cause Your software to become subject to an open source license that would require, as a condition of use, Your software to be disclosed or distributed in source code form or would give others the right to modify Your software.

12.5. Confidentiality. Each party (as the “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of these Terms; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who are bound by confidentiality obligations to the Receiving Party containing protections not materially less protective than this Section. If the Receiving Party is required by applicable law or court order to disclose Confidential Information, then the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

12.6. Usage Data. Counsel AI may collect and use Usage Data to develop, improve, support, and operate the Service. Counsel AI may not share Usage Data that includes Your Confidential Information with a third party (for example, auditors) except (i) in accordance with Section 12.5 (Confidentiality) of this Agreement; or (ii) to the extent the Usage Data is aggregated and anonymized such that You cannot be identified.

12.7. No Training. Counsel AI will not train any AI models using Your Content or Customer Data. Subprocessors will not train any AI models using Your Content or Customer Data. Subprocessors will not retain or log for human review Your Content or Customer Data.

12.8. Privacy Policy. Your users will be subject to our Privacy Policy to the extent not in conflict with these Terms in using the Service.

12.9. Governing Law. These Terms and any dispute arising from them, whether contractual or non-contractual, will be governed by the laws of, and be subject to the exclusive jurisdiction of courts in, the following:

12.10. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or its breach, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by arbitration in San Francisco. For matters with a disputed amount in controversy of more than $250,000, the matter will be heard before a panel of three arbitrators subject to JAMS’ Comprehensive Arbitration Rules and Procedures for other matters before a single arbitrator subject to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

12.11. Data Processing Addendum. Counsel AI will at all times abide by these Terms as well as the Data Processing Addendum with respect to the handling and processing of Customer Data and Your Content. To the extent of any conflict between these Terms and the Data Processing Addendum, as to the subject matter covered by the Data Processing Addendum, the Data Processing Addendum controls.

12.12. Notice. All notices must be in writing (in English) and addressed to the parties via email: (i) for Counsel AI, notice must be sent to legalnotices@harvey.ai; and (ii) for You, to the email address associated with Your user account or operative order form(s). Notices will be deemed given upon receipt. Either Party may change its email address for notices under these Terms by providing the other Party written notice in accordance with this Section.

12.13. No Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by the waiving party.

12.14. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties in connection with Your use of the Service and supersede and cancel all previous written and oral agreements, understandings, and communications relating to the subject matter in these Terms. Each party represents that, in connection with the Service, it has not relied on any term or representation not contained in these Terms.

12.15. Export Control. The parties agree to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. The Service may not be used in or for the benefit of, exported, or re-exported (i) into any U.S. embargoed countries or that has been designated by the U.S. government as a “terrorist supporting” country (collectively, the “Embargoed Countries”) or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists. You represent and warrant that You are not located in any Embargoed Countries and not on any such restricted party lists.

12.16. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure results from any cause beyond such party’s reasonable control that could not have been prevented through the use of commercially reasonable safeguards, including acts of God, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

13. Definitions.

13.1. “Acceptable Use Policy” means Counsel AI’s policy governing the use of the Service as located at https://harvey.ai/legal.

13.2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity where “control,” for the purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity.

13.3. “Agreement” has the meaning set forth on the cover page.

13.4. “Basic Service” is the basic functionality of the Service made available to You under these Terms in which users provide Input and receive Output, and which does not include features such as Data Room/Vault, Customer-trained models, workflows, and certain research modules (such functionality is covered by an addendum or other writing that expressly references such functionality).

13.5. “Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Content specific to You and Customer Data are Your Confidential Information.

13.6. “Content” means Input and Output collectively.

13.7. “Counsel AI” means Counsel AI Corporation, a Delaware corporation as well as all of its Affiliates.

13.8. “Customer Data” has the meaning set forth in Section 5.1.

13.9. “Data Processing Addendum” or “DPA” means the Data Processing Addendum governing Counsel AI’s processing of Customer Data as located at http://harvey.ai/legal.

13.10. “Disclosing Party” has the meaning set forth in Section 12.5.

13.11. “Documentation” means the technical and other documents regarding usage of the Service as may be made available to You. Counsel AI may update the Documentation from time-to-time.

13.12. “Embargoed Countries” has the meaning set forth in Section 12.15.

13.13. “Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to Counsel AI by You relating to our offerings.

13.14. “Input” means the query provided by a user to the Service.

13.15. “Liability Cap” has the meaning set forth in Section 9.2

13.16. “Output” means the output provided by the Service to a user in response to such user’s Input.

13.17. “Privacy Policy” means Counsel AI’s policy governing the privacy provisions related to the Service as located at https://harvey.ai/legal.

13.18. "PwC" means PricewaterhouseCoopers Global Licensing Services Corporation, a Canadian corporation whose registered office is at 18 York Street, Suite 2600, Toronto, Ontario M5J 0B2, Canada.

13.19. "PwC Firm" means the following entities: (i) an entity or firm that is a party to (a) a written agreement with PricewaterhouseCoopers International Limited (“PwCIL”) for the purpose of participation in PwCIL, or (b) a Name License Agreement with the PwC Business Trust; (ii) an entity or firm that has executed an agreement with any entity described in clause (i) above for the purpose of participating in PwCIL; and (iii) a subsidiary or affiliate of an entity or firm in clauses (i) or (ii) above.

13.20. “Receiving Party” has the meaning set forth in Section 12.5.

13. 21. "Security Addendum” means Counsel AI’s addendum governing the security provisions related to its Service as located at https://harvey.ai/legal.

13.22. “Service” means the software-as-a-service offering made available by Counsel AI at https://app.harvey.ai.

13.23. “Service Terms” means the additional terms that govern the use of Preview Features as well as other optional offerings and features of the Service as located at https://harvey.ai/legal.

13.24. “Subprocessor” means any subcontractor or vendor of Counsel AI that has access to or otherwise processes Customer Data or Your Content. Subprocessor is inclusive of any Subprocessor identified in the Data Processing Addendum.

13.25. “Terms” has the meaning set forth in Section 1.1.

13.26. “Usage Data” means information reflecting the access, interaction, or use of the Service by or on behalf of Customer including frequency, duration, volume, features, functions, visit, session, click through or click stream data, and statistical or other analysis, information, or data based on, or derivative works of, the forgoing. Usage Data does not include Your Content, Customer Data, or Customer Confidential Information.

13.27. “You” or “Your” means either (i) in the case of an individual, the person contracting for the use of the Service; or (ii) in the case of a legal entity, the organization contracting for the use of the Service.

13.28. “We” or “we” or “Our” or “our” means Counsel AI.