Terms of Service

1. Introduction

These Terms of Service (“Terms”) govern your access to and use of KPI Scribe, a web application available at www.kpiscribe.com (the “Service”). The Service is owned and operated by Charles W. Daff, an individual doing business as KPI Scribe (“we,” “us,” or “our”), a sole proprietorship based in Nevada.

By creating an account, connecting a Clio Manage account, or otherwise using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

If you are using the Service on behalf of a law firm or other organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to both you individually and the organization.

2. Definitions

3. Beta Program

The Service is currently in a beta testing phase (“Beta Program”). By participating in the Beta Program, you acknowledge and agree to the following:

a. Free Access. During the Beta Program, access to the Service is provided at no charge. When the Beta Program concludes, continued use of the Service will require a paid subscription. We will provide reasonable advance notice before the transition to paid service.

b. No Service Level Agreement. The Service is provided during the Beta Program without any uptime guarantees or service level commitments. The Service may experience interruptions, downtime, or degraded performance without advance notice.

c. Changes to Features. We may add, modify, or remove features at any time during the Beta Program without advance notice. The functionality available during beta may differ from the functionality available at general availability.

d. Data Preservation. We intend to preserve your account and synced data through the transition from beta to general availability. However, we do not guarantee data preservation and recommend that you do not rely on the Service as your sole record of any information.

e. Feedback. Any feedback, suggestions, or ideas you provide regarding the Service may be used by us without restriction or compensation to improve the Service.

f. Termination of Beta. We may end the Beta Program at any time. Upon conclusion, your access will transition to the terms of the then-current paid subscription plan, or the Service will provide notice of termination.

4. Accounts and Firm Structure

4.1 Account Registration

To use the Service, you must create an account with a valid email address and password. You must be at least 18 years old to create an account. You must confirm your email address before your account is activated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

4.2 Firm Owner

The person who creates a Firm's KPI Scribe account is the Firm Owner. The Firm Owner is the contracting party for purposes of these Terms and is responsible for managing the Firm's subscription and billing relationship, maintaining the Clio connection, inviting and managing Team Members, and ensuring that all Team Members comply with these Terms.

4.3 Team Members

Firm Owners may invite additional users to access the Service under the Firm's account. By accessing or using the Service as a Team Member, you agree to be bound by these Terms. The Firm Owner is responsible for the acts and omissions of Team Members in connection with the Service.

4.4 Account Security

You agree to notify us immediately of any unauthorized access to or use of your account. We are not liable for any loss arising from unauthorized use of your account credentials.

5. The Service and Clio Integration

5.1 What the Service Does

KPI Scribe connects to your Clio Manage account via Clio's OAuth 2.0 protocol to sync your Firm's operational data. The Service uses this data to generate key performance indicator dashboards and reports, including both pre-built and user-created custom reports.

5.2 Data Access

The Service syncs data from your Clio account for the purpose of generating dashboards and reports. We do not modify, delete, or otherwise alter your Firm's data in Clio. The scope of data accessed is determined by the permissions granted through Clio's OAuth authorization flow.

5.3 Your Responsibility for Clio Permissions

You are responsible for reviewing and understanding the data access permissions granted to KPI Scribe through Clio's OAuth flow. The Service accesses the data that Clio's API makes available based on the permissions you authorize.

5.4 Relationship to Clio

KPI Scribe is an independent product and is not affiliated with, endorsed by, or sponsored by Clio (Themis Solutions Inc.). Your use of Clio Manage is governed by your separate agreement with Clio.

6. AI-Powered Features

6.1 How AI Is Used

The Service uses an artificial intelligence system to power the custom report builder. When you describe a report in plain language, the AI generates a structured database query and chart configuration based on your description and the database schema.

6.2 What the AI Receives

When you use the custom report builder, the AI receives your natural-language report description, prior messages in the report-building conversation, and a system prompt containing the database schema (structure only), query instructions, example patterns, and basic firm configuration settings (such as available billing hours per month) necessary for metric calculations. The AI does not receive, access, or process your Firm's actual data. No client names, matter details, financial figures, or other record-level information. The AI generates a query that the Service then executes against your data in a sandboxed, read-only database environment.

6.3 No AI Training on Your Data

As described in Section 6.2, your Firm's actual data is never transmitted to any AI provider. Only your natural-language report descriptions, conversation context, the database schema, and basic configuration settings are sent. Our AI provider's current terms of service prohibit the use of API inputs and outputs for model training.

6.4 AI Output Disclaimer

AI-generated reports are produced by executing AI-generated database queries against your Firm's data. While we design the system to produce accurate queries, AI-generated outputs may contain errors, inaccuracies, or unexpected results. You are responsible for reviewing and verifying all AI-generated reports before relying on them for any business, legal, or financial decision. We do not warrant the accuracy, completeness, or fitness of AI-generated outputs for any particular purpose.

7. Attorney-Client Privilege and Confidentiality

7.1 Nature of Data

We understand that the Clio Data synced to the Service may include information subject to attorney-client privilege, work product protection, or other confidentiality obligations, including but not limited to matter descriptions, client names, and time entry narratives.

7.2 Service Provider Access

Your use of the Service and the syncing of Clio Data to our platform constitutes disclosure to a service provider for the purpose of receiving a service, analogous to your Firm's use of practice management software, document management systems, cloud storage providers, e-discovery platforms, and other technology tools that necessarily access Firm data to function. Access to data by the Service in order to provide its functionality is not intended to constitute a waiver of any privilege or protection.

7.3 Your Responsibility

You are solely responsible for determining whether the data accessible through your Clio account and synced to the Service is appropriate for use with a third-party cloud-based platform, and for compliance with all applicable ethical rules and confidentiality obligations. Nothing in these Terms constitutes legal advice regarding the effect of using the Service on any privilege or protection.

7.4 Our Obligations

We treat all Clio Data as confidential. We do not access, review, disclose, or use Clio Data except as necessary to provide, maintain, and improve the Service, and as described in our Privacy Policy. Our security measures are described in Section 9 below and in our Privacy Policy.

8. Intellectual Property

8.1 Our Intellectual Property

We retain all rights, title, and interest in the Service, including the platform, software, user interface, pre-built report templates, AI system prompts, underlying algorithms, and all related intellectual property. These Terms do not grant you any right to use our trademarks, logos, or branding.

8.2 Your Data

You retain all rights in your Clio Data and any other data you provide to the Service. We claim no ownership of your data. Our use of your data is limited to providing the Service as described in these Terms and our Privacy Policy.

8.3 Custom Reports

You own your custom report configurations, including the natural-language descriptions you provide and your saved display preferences. The AI-generated database queries produced by the Service are tool outputs. You are granted a license to use them within the Service, but neither party claims copyright ownership of AI-generated query code.

8.4 Aggregated and Anonymized Data

We may create aggregated and anonymized datasets derived from usage of the Service. This data will be: (a) fully anonymized such that no individual Firm is identifiable; (b) aggregated across multiple Firms; and (c) limited to numerical performance metrics. It will never include client names, matter descriptions, time entry narratives, or other content-level data. We may use such anonymized, aggregated data for product improvement and to provide optional benchmarking features. For further detail, see our Privacy Policy.

8.5 Open Source Components

The Service incorporates open source software components, which are licensed under their respective open source licenses. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms of any applicable open source license. To the extent there is a conflict between these Terms and the terms of an applicable open source license with respect to an open source component, the open source license governs with respect to that component.

9. Security

We implement commercially reasonable security measures to protect your data, including:

• Encryption at rest for all stored data;
• TLS encryption for all data in transit;
• Application-level encryption of Clio OAuth credentials with unique per-token initialization;
• Database-level row security ensuring that each Firm's data is isolated from all other Firms;
• A dedicated, read-only database role for AI-generated query execution with no access to authentication credentials, billing data, or team management records; and
• Cryptographic signature verification of all incoming Clio webhook payloads.

No system is perfectly secure. While we take reasonable precautions, we cannot guarantee absolute security, and you acknowledge that you provide data to the Service at your own risk.

10. Subscription, Payment, and Cancellation

10.1 Beta Period

During the Beta Program (Section 3), the Service is provided free of charge. The terms in this Section 10 will apply upon the transition to paid service.

10.2 Pricing

Following the Beta Program, the Service will be offered at $19 per user per month, based on the number of firm members in the account. Pricing is subject to change with 30 days' advance notice.

10.3 Free Trial

New accounts created after the Beta Program will receive a 14-day free trial. No payment information is required to begin a trial.

10.4 Payment Processing

Payments are processed by Stripe, Inc. By subscribing, you agree to Stripe's terms of service. We do not store your payment card information. All payment processing is handled entirely by Stripe.

10.5 Cancellation

You may cancel your subscription at any time through the Service. Upon cancellation, your access continues through the end of the current billing period. After the billing period ends, your account enters a read-only state: you may continue to view existing reports, but synced data will no longer be updated and new reports cannot be created. Your data is not automatically deleted on cancellation. To permanently remove synced Clio Data, disconnect your Clio account. To remove all account data (including reports, team memberships, and settings), delete your Firm account. Both options are described in Section 11.

10.6 Refunds

Subscription fees are non-refundable, except as required by applicable law.

11. Data Retention and Deletion

11.1 Active Accounts

While your account is active and your Clio connection is maintained, synced Clio Data is stored and updated on an ongoing basis.

11.2 Clio Disconnection

If you disconnect your Clio account from the Service, all synced Clio Data associated with your Firm is deleted immediately and permanently. Account-level data (email address, subscription status) is retained.

11.3 Subscription Cancellation

Upon subscription cancellation, access to existing reports is preserved in read-only mode, but synced Clio Data is no longer updated and new reports cannot be created. Synced Clio Data and report configurations are retained until you reactivate, disconnect Clio, or delete your Firm account. Data is not automatically deleted on cancellation; permanent deletion occurs only through Clio disconnection (Section 11.2), Firm deletion (Section 11.5), or when Clio notifies us that a specific record has been deleted.

11.4 Hard Deletes

When Clio sends a deletion notification for a specific record, that record is permanently removed from the Service immediately. We perform hard deletes. Data is removed from the database, not merely flagged as inactive.

11.5 Account Deletion

The Firm owner may delete the Firm account directly from the account settings. On deletion, the Stripe subscription is canceled, Clio webhooks are deregistered, and app access is blocked immediately. Data then enters a 30-day recovery window during which the owner may sign back in and cancel the deletion to restore full access. After the recovery window ends, all synced Clio Data, report configurations, Firm settings, team memberships, and Supabase Auth accounts associated with the Firm are permanently destroyed.

12. Acceptable Use

You agree not to:

• Use the Service for any purpose that violates applicable law or regulation, including legal ethics rules;
• Attempt to access data belonging to other Firms or users;
• Reverse engineer, decompile, or disassemble any aspect of the Service;
• Interfere with or disrupt the Service or its infrastructure;
• Use the Service to store or process data not originating from Clio Manage or the Service itself;
• Share account credentials or allow unauthorized persons to access the Service;
• Use automated scripts, bots, or other tools to access the Service outside of its intended interface; or
• Resell, sublicense, or redistribute access to the Service without our prior written consent.

13. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DURING THE BETA PROGRAM, THE SERVICE IS EXPERIMENTAL. WE MAKE NO REPRESENTATIONS REGARDING RELIABILITY, AVAILABILITY, OR ACCURACY.

We do not warrant that: (a) the Service will be uninterrupted, error-free, or secure; (b) AI-generated reports or queries will be accurate or complete; (c) the Service will meet your specific requirements; (d) any defects will be corrected; or (e) the data synced from Clio Manage will be accurate, complete, or current. The Service depends on data provided through Clio's API, which is outside our control. We are not responsible for errors, omissions, or delays in data originating from Clio or resulting from failures in Clio's API, webhook delivery, or synchronization processes.

The Service provides data visualization and reporting tools. It does not provide legal, financial, or accounting advice. You are solely responsible for decisions made based on information presented by the Service.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

These limitations do not apply to liability arising from gross negligence, willful misconduct, or fraud, or to any liability that cannot be excluded or limited under applicable law.

These limitations apply regardless of whether we have been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.

15. Indemnification

You agree to indemnify, defend, and hold harmless Charles W. Daff (doing business as KPI Scribe) from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your Firm's breach of any ethical or confidentiality obligation in connection with data synced to the Service; or (e) any dispute between you and a third party relating to the Service.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to contact us and attempt to resolve the dispute informally for at least 30 days.

16.2 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally shall be resolved exclusively through binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this arbitration provision. The arbitration shall take place in Clark County, Nevada, or at a location mutually agreed upon by the parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys' fees, and arbitration fees shall be allocated in accordance with the AAA's Commercial Arbitration Rules.

16.3 Class Action Waiver

YOU AND WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

16.4 Exceptions

Notwithstanding the above, either party may: (a) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights; or (b) bring an individual action in small claims court for claims within the court's jurisdictional limits.

16.5 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles. To the extent any legal proceeding is permitted under these Terms outside of arbitration, it shall be brought exclusively in the state or federal courts located in Clark County, Nevada.

17. Termination

17.1 Termination by You

You may terminate your account at any time by canceling your subscription (if applicable) and requesting account deletion.

17.2 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. If we terminate your account without cause, we will provide a pro-rated refund for any prepaid and unused subscription fees.

17.3 Effect of Termination

Upon termination, your right to access the Service ceases immediately. Data retention and deletion following termination are governed by Section 11.

17.4 Survival

Sections 7 (Attorney-Client Privilege), 8 (Intellectual Property), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (Dispute Resolution), and this Section 17.4 survive termination of these Terms.

18. Modifications

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service and cancel your account.

19. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.

Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions remain in full force and effect. If the class action waiver in Section 16.3 is found to be unenforceable, the entirety of Section 16 (Dispute Resolution) shall be void and disputes shall be resolved in accordance with Section 16.5.

Waiver. Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or successor entity, or in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law, without your consent.

Notices. We will send notices to the email address associated with your account. You are responsible for keeping your email address current. Notices to us should be sent to the address in Section 20.

Force Majeure. We are not liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or infrastructure failures, or third-party service outages (including Clio).

20. Contact

If you have questions about these Terms, contact us at: