Terms of Service

These Terms of Service (“Terms”) are a legal agreement between you (“you,” “your,” or “Subscriber”) and Second Labs, Inc., doing business as Demur (“Demur,” “we,” “us,” or “our”). These Terms govern your access to and use of the Demur platform, including our website, applications, Chrome extension, APIs, and all related services (collectively, the “Services”).

By accessing or using the Services, or by clicking “I agree” or “Create account,” you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services.

If you are entering into these Terms on behalf of a company, law firm, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In that case, “you” and “your” refer to that entity.

Please also review our Privacy Policy, which describes how we collect, use, and protect your personal data.

1. The Services

1.1 Service Description

Demur provides an AI-powered deposition intelligence platform for litigation professionals. The Services include:

• Real-time transcription of depositions via browser microphone or Chrome extension
• AI-powered insight detection, including identification of potential contradictions, admissions, evasions, and timeline gaps
• Document and exhibit management for case preparation
• Speaker identification and labeling
• Transcript export in PDF and Word formats
• Team sharing and collaboration features

1.2 Account Registration

To use the Services, you must create an account and provide accurate, complete registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Individual account credentials may not be shared with or transferred to other persons. You must promptly notify us at legal@getdemur.com if you become aware of any unauthorized access to or use of your account.

1.3 Usage Restrictions

You agree not to:

• Use the Services in any manner that violates applicable law or regulation
• Sub-license, sell, resell, or transfer access to the Services to any third party
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
• Modify, adapt, or create derivative works based on the Services
• Use automated methods (bots, scrapers, or similar) to access or extract data from the Services
• Use the Services to build a competing product or service
• Interfere with or disrupt the integrity or performance of the Services
• Record any deposition, meeting, or conversation using the Services without obtaining all legally required consents (see Section 4)
• Represent, file, or submit AI-generated transcriptions as certified court reporter transcripts or official court records

We may suspend your access upon written notice if you breach these restrictions. If such breach is not remedied within ten (10) business days following suspension, we may terminate your account immediately.

1.4 Service Availability

We use commercially reasonable efforts to make the Services available 24/7, except for scheduled maintenance. We may modify, update, or discontinue features of the Services at any time. We will provide reasonable advance notice of material changes where practicable.

2. AI Disclaimers and Limitations

2.1 AI Output Limitations

The Services use machine learning and artificial intelligence technologies, which are inherently probabilistic. All Output generated by the Services — including but not limited to transcriptions, identified contradictions, admissions, evasions, timeline analyses, and other insights — may be inaccurate, incomplete, or misleading. You are solely responsible for evaluating the accuracy, reliability, and appropriateness of all Output before relying upon it in any manner.

2.2 Transcription Accuracy

AI-generated transcriptions are not certified court reporter transcripts and are not official court records. Transcription accuracy may be affected by audio quality, background noise, speaker accents, overlapping speech, technical terminology, and other factors. Transcriptions should not be filed with any court or regulatory body as certified or official records without independent verification and certification by a licensed court reporter.

2.3 Not Legal Advice

Second Labs, Inc. is a technology company, not a law firm. The Services do not constitute legal advice, legal analysis, or litigation strategy. No attorney-client relationship is formed between Demur and any user. AI-generated insights are analytical suggestions intended to assist legal professionals, not to replace independent professional judgment. You must exercise your own professional judgment in all legal matters.

2.4 Use in Legal Proceedings

Demur makes no representations regarding the admissibility, evidentiary weight, legal sufficiency, or accuracy of any Output. Output should not be cited as authoritative in any legal proceeding, filing, or communication without independent verification by a qualified professional.

2.5 Work Product and Privilege

While AI-generated analysis may qualify as attorney work product under applicable law, Demur makes no guarantee regarding the preservation of work product protection or attorney-client privilege. You are solely responsible for determining the privileged or protected nature of information processed through the Services and for taking appropriate measures to preserve applicable protections.

3. Recording Consent and Compliance

3.1 Your Responsibility for Recording Consent

You are solely responsible for obtaining all necessary consents and authorizations before recording any deposition, meeting, or conversation using the Services. Recording laws vary significantly by jurisdiction. Some jurisdictions require the consent of all parties to a conversation (“all-party consent” or “two-party consent” jurisdictions). Demur does not provide legal advice regarding recording consent requirements and makes no representations about the legality of recording in any particular jurisdiction.

3.2 Chrome Extension

The Demur Chrome extension captures tab audio from virtual meeting platforms (such as Zoom, Google Meet, and Microsoft Teams) only when you explicitly initiate a recording session. Audio is streamed over an encrypted connection (TLS/WSS) directly to our servers for real-time processing and is not retained after transcription is complete unless you explicitly choose to save a recording. You are responsible for ensuring that your use of the Chrome extension complies with the terms of service of the underlying meeting platform.

3.3 Meeting Platform Compliance

Third-party meeting platforms (Zoom, Google Meet, Microsoft Teams, and others) have their own terms of service governing recording and data capture. You are solely responsible for reviewing and complying with those terms. Demur is not affiliated with and makes no representations on behalf of any third-party meeting platform provider.

4. Fees and Payment

4.1 Fees

Fees for the Services are as set forth on the Demur website or in an applicable order form or subscription agreement between you and Demur (an “Order Form”). Payment is not contingent on the delivery of any future functionality or features. We may update our fees with at least thirty (30) days' prior written notice, with updated fees taking effect at the start of your next billing period.

4.2 Payment Terms

All fees are due as specified on the Demur website or in the applicable Order Form. If payment is not received within ten (10) business days of the due date, we may suspend your access to the Services upon written notice. Fees are exclusive of all taxes, levies, and duties. You are responsible for paying all applicable taxes associated with your use of the Services, excluding taxes based on our net income.

4.3 Refunds

Fees are non-refundable except as expressly set forth in these Terms or as required by applicable law. If we terminate your account for our convenience (and not for your breach), we will refund any prepaid fees covering the unused portion of the then-current term.

5. Term and Termination

5.1 Term

These Terms are effective upon your acceptance and remain in force for the duration of your use of the Services. If you have entered into an Order Form, the subscription term is as specified therein and will automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.2 Termination for Convenience

You may terminate your account at any time by deleting your account through the Services or by contacting us at legal@getdemur.com. Either party may terminate an Order Form subscription with thirty (30) days' written notice to the other party.

5.3 Termination for Cause

Either party may terminate these Terms immediately upon:

• A material breach by the other party that remains uncured for thirty (30) days following written notice of such breach
• The other party becoming subject to insolvency proceedings, receivership, liquidation, or assignment for the benefit of creditors

We may terminate your account immediately, without a cure period, if you: (a) use the Services in violation of applicable law; (b) record depositions or conversations without legally required consent; or (c) represent AI-generated Output as certified court records.

5.4 Effects of Termination

Upon termination:

• All licenses granted under these Terms terminate immediately
• All outstanding fees become due and payable
• You will have thirty (30) days to export your data from the Services. After this period, we will permanently delete all of your data, including transcripts, documents, and recordings
• Both parties shall promptly return or destroy the other party's Confidential Information

The following sections survive termination: Sections 2 (AI Disclaimers), 3 (Recording Consent), 6 (Indemnification), 7 (Warranties and Liability), 8 (Confidentiality), 9 (Intellectual Property), 12 (Governing Law), and 13 (Definitions).

6. Indemnification

6.1 Your Indemnification of Demur

You shall defend, indemnify, and hold harmless Demur, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your Subscriber Content or use of the Services
• Your failure to obtain legally required recording consents
• Your reliance on AI-generated Output without independent verification
• Your violation of these Terms or applicable law

6.2 Demur's Indemnification of You

Demur shall defend, indemnify, and hold harmless you and your affiliates from and against third-party claims alleging that the Services, when used in compliance with these Terms, infringe such third party's intellectual property rights. If the Services become or are likely to become subject to an infringement claim, Demur may, at its option: (a) procure the right for you to continue using the Services; (b) modify the Services to be non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate these Terms and refund any prepaid fees covering the unused portion of the then-current term.

Demur has no indemnification obligation for claims arising from: (i) Subscriber Content; (ii) modifications to the Services not made by Demur; (iii) use of the Services in violation of these Terms; or (iv) use of the Services in combination with materials not provided by Demur.

6.3 Indemnification Procedures

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party or admits fault on its behalf without the indemnified party's prior written consent.

7. Warranties and Liability

7.1 Limited Warranty

Demur warrants that the Services will conform in all material respects to Demur's published specifications and will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Your sole remedy for a breach of this warranty (except in cases of gross negligence or willful misconduct) is to request that Demur remedy the breach. If the breach is material and remains unresolved after a reasonable period, you may exercise your termination rights under Section 5.3.

7.2 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7.1, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. DEMUR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, AND TITLE. DEMUR DOES NOT WARRANT THAT AI-GENERATED TRANSCRIPTIONS ARE ACCURATE, THAT IDENTIFIED CONTRADICTIONS, ADMISSIONS, OR OTHER INSIGHTS ARE CORRECT, OR THAT ANY OUTPUT IS SUITABLE FOR USE IN LEGAL PROCEEDINGS WITHOUT INDEPENDENT VERIFICATION. DEMUR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

7.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR PAYMENT OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, AND CLAIMS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO DEMUR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.4 Specific Exclusions

Without limiting the foregoing, Demur shall have no liability for:

• Inaccurate transcriptions or AI-generated insights relied upon without independent verification
• Unauthorized recordings made by you through the Services
• Loss of attorney-client privilege or work product protection arising from your use of the Services
• Any consequences arising from your submission of AI-generated Output as official records in any legal proceeding
• Actions taken or not taken based on AI-generated insights or analysis

7.5 Claim Period

Any claim arising under these Terms must be brought within twelve (12) months of the date the claiming party became aware (or reasonably should have become aware) of the facts giving rise to the claim, and in no event later than six (6) months after termination of these Terms.

8. Confidentiality and Data Security

8.1 Confidential Information

“Confidential Information” means any non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes all Subscriber Content, including deposition transcripts, uploaded documents, case data, and AI-generated analysis. Our Confidential Information includes the Services, the terms of any Order Form, and our business plans and technology.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without confidentiality obligations; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

8.2 Confidentiality Obligations

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) protect it with at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care); and (c) not use or disclose it except as necessary to perform under these Terms. Disclosure is permitted to employees, directors, attorneys, agents, and subcontractors who are bound by confidentiality obligations at least as protective as those in these Terms. Disclosure is also permitted when compelled by law or binding authority, provided the disclosing party is given prompt written notice (where legally permitted) and reasonable cooperation to seek confidential treatment.

8.3 Information Security

Both parties shall implement and maintain reasonable administrative, technical, and physical security measures to protect Confidential Information. Demur stores data in Supabase infrastructure (PostgreSQL on AWS) located in the United States. All data is encrypted at rest and in transit.

8.4 AI Training Prohibition

Demur will not use your Confidential Information — including deposition transcripts, uploaded documents, case data, or AI-generated analysis — to train, improve, or develop generative AI or machine learning models, unless separately agreed in writing. Third-party AI providers used by Demur are contractually prohibited from using your data for model training purposes.

8.5 Audio Data

Audio is processed in real-time for transcription and is not retained after processing is complete unless you explicitly choose to save a recording. Saved recordings are stored encrypted and are subject to the same confidentiality protections as all other Subscriber Content.

8.6 Survival

Confidentiality obligations survive for five (5) years after termination of these Terms, or longer where required by applicable law or where the Confidential Information constitutes a trade secret.

9. Intellectual Property

9.1 Demur's Intellectual Property

Demur and its licensors own all right, title, and interest in and to the Services, including all underlying technology, algorithms, models, software, documentation, and intellectual property rights therein. Nothing in these Terms transfers any ownership of the Services to you. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the term of these Terms, solely for your internal business operations.

9.2 Subscriber Content

You retain all right, title, and interest in and to your Subscriber Content, including documents, audio recordings, and other materials you upload to the Services. You grant Demur a limited license to use, store, copy, transmit, and process your Subscriber Content solely for the purpose of providing and improving the Services. We will not disclose your Subscriber Content except as described in these Terms and our Privacy Policy.

9.3 Output Ownership

As between the parties, you own the specific Output generated from your Subscriber Content (such as transcripts and insights from your depositions). Demur retains all rights to the underlying models, algorithms, and general analytical techniques used to generate Output. You acknowledge that your Input may be similar to input provided by other subscribers, and that Output may not be unique to you.

9.4 Feedback and Usage Data

Any feedback, suggestions, or recommendations you provide regarding the Services (“Feedback”) is non-confidential, and Demur may use Feedback without restriction or compensation. Demur collects anonymized, aggregated usage data (such as feature usage frequency and session duration) and may use such data for service development, improvement, and support. Usage data is not shared except in anonymized and aggregated form or as described in Section 8.

10. Personal Data

Demur processes personal data contained in Subscriber Content in accordance with our Privacy Policy. For enterprise subscribers, a Data Processing Addendum is available upon request. We comply with applicable data protection laws, including the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) where applicable.

11. Chrome Extension Additional Terms

If you use the Demur Chrome extension (“Remote Legal Intelligence”), the following additional terms apply:

• Permissions: The extension requests permissions for tab audio capture, microphone access, and local storage. These permissions are used solely to provide the transcription functionality described in these Terms.
• Data in Transit: All audio data is transmitted over encrypted connections (TLS/WSS). Audio is processed in real-time and is not retained after transcription unless you explicitly save a recording.
• Platform Compliance: You are solely responsible for complying with the terms of service of any meeting platform from which you capture audio (including Zoom, Google Meet, and Microsoft Teams).
• Updates: The extension may be updated automatically via the Chrome Web Store. Continued use of the extension after an update constitutes acceptance of the updated version.

12. Governing Law and Disputes

12.1 Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to its conflict of laws principles.

12.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by confidential, binding arbitration in Wilmington, Delaware, before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

12.3 Class Action Waiver

YOU AND DEMUR AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

12.4 Exceptions

Notwithstanding the foregoing: (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information; and (b) claims within the jurisdiction of a small claims court may be brought in such court.

13. Definitions

• “Confidential Information” has the meaning set forth in Section 8.1.
• “Input” means data, documents, audio recordings, and other content that you upload, submit, or make available through the Services.
• “Order Form” means any written agreement between you and Demur specifying fees, subscription terms, and other commercial details.
• “Output” means all content generated by the Services based on your Input, including transcriptions, AI-generated insights (contradictions, admissions, evasions, timeline analyses), summaries, and exported documents.
• “Services” means the Demur platform, website, Chrome extension, APIs, and all related tools and documentation, excluding Subscriber Content.
• “Subscriber Content” means Input and Output, collectively.
• “Usage Data” means anonymized, aggregated data regarding access to and use of the Services (such as feature usage frequency, session duration, and click data), excluding Subscriber Content.

14. Miscellaneous

14.1 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

14.2 Notices

All notices must be in writing. Notices to you will be sent to the email address associated with your account. Notices to Demur must be sent to legal@getdemur.com. Notices are deemed given upon: (a) personal delivery; (b) the second business day after mailing; or (c) the day of sending by email.

14.3 Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. A waiver must be in writing and does not constitute a continuing waiver or waiver of any other right.

14.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

14.5 Assignment

You may not assign these Terms or any rights or obligations hereunder without our prior written consent. Demur may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms bind and inure to the benefit of the parties' successors and permitted assigns.

14.6 Subcontractors

Demur may use subcontractors to perform its obligations under these Terms, provided that Demur remains responsible for the acts and omissions of its subcontractors and remains the sole point of contact for the Subscriber.

14.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor disruptions, governmental action, telecommunications failure, or power disruption (except for payment obligations). The claiming party shall use commercially reasonable efforts to mitigate and overcome such circumstances. If performance is prevented for more than one (1) month, either party may terminate these Terms without liability.

14.8 Entire Agreement

These Terms, together with any Order Form, the Privacy Policy, and any Data Processing Addendum, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications.

14.9 Changes to These Terms

We may update these Terms from time to time by posting the revised version on our website. We will provide notice of material changes by email or through the Services. If you reasonably believe that a material change adversely affects your rights, you may notify us within fifteen (15) days. If the parties cannot resolve the concern within fifteen (15) days, you may terminate your subscription without penalty upon five (5) days' written notice, and Demur will refund any prepaid fees covering the unused portion of the then-current term. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

Contact Information

If you have any questions about these Terms, please contact us: