Terms of Service
Notice to Subscriber
Please carefully review this Terms of Service Agreement ("Agreement") prior to clicking the "Accept" button or using the Autoreps software product provided by Sterling Labs, Inc. ("Sterling Labs"). By clicking "Accept" or otherwise accessing or using the Services, you, on behalf of yourself and any entity you represent ("Subscriber"), acknowledge and agree to be legally bound by this Agreement. You further represent and warrant that you have the authority to bind such entity to these terms.
If subscriber does not unconditionally agree to all of the terms of this Agreement, use of the Autoreps Services is strictly prohibited.
Sterling Labs may modify this Agreement in its sole discretion, at any time. When changes are made, Sterling Labs will make a new copy of the Agreement available on its website and update the Last Updated date above. Sterling Labs will also email Subscriber at the last email address Subscriber provided to Sterling Labs. Unless otherwise specified in Sterling Labs' notice, any changes will become effective within thirty (30) days of Sterling Labs' provision of notice of such updates.
Table of Contents
1. Definitions
As used in this Agreement:
2. Autoreps Services
2.1 Provision of Services
Subject to the terms and conditions of this Agreement, Sterling Labs will provide Subscriber access to theAutoreps Services as specified in the applicable Order Form. The Autoreps Platform operates as a locally-installed application on Subscriber's device.
2.2 Local Data Storage
The Autoreps Services are designed with privacy as a core principle. Sensitive Subscriber Data, including but not limited to generated documents, recordings, transcripts, and notes, is stored locally on Subscriber's device with local encryption or on the Subscriber's preferred practice management system. No natural person at Sterling Labs or any third-party provider stores, retains, accesses, or view such sensitive content. However, Sterling Labs may collect and store Client Metadata and Usage Data as defined in this Agreement to provide and improve the Autoreps Services.
2.3 Service Level
Sterling Labs will provide the Autoreps Services with reasonable skill and care, and in accordance with applicable laws and regulations. Sterling Labs does not warrant that the Autoreps Services will be uninterrupted or error-free.
2.4 Support
Sterling Labs will provide reasonable support for the Autoreps Services during regular business hours. Additional support services may be available for an additional fee.
3. Subscriber Obligations
3.1 Compliance
Subscriber will: (a) comply with all applicable laws and regulations in its use of the Autoreps Services; (b) be responsible for all activities that occur under its account; (c) use the Autoreps Services only for lawful purposes and in accordance with this Agreement; and (d) not interfere with or disrupt the AutorepsServices or servers or networks connected to the Autoreps Services.
3.2 Prohibited Uses
Subscriber will not:
- Use the Autoreps Services for any illegal or unauthorized purpose
- Attempt to gain unauthorized access to the Autoreps Services
- Reverse engineer, decompile, or disassemble the Autoreps Services
- Remove or alter any proprietary notices on the Autoreps Services
- Use the Autoreps Services to transmit harmful or malicious code
3.3 Account Security
Subscriber is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. Subscriber will notify Sterling Labs immediately of any unauthorized use of its account.
4. Fees and Payment
4.1 Fees
Subscriber will pay Sterling Labs the fees specified in the applicable Order Form. All fees are non-refundable except as expressly provided in this Agreement.
4.2 Payment Terms
Unless otherwise specified in an Order Form, fees are due and payable within thirty (30) days of the invoice date. Late payments may be subject to a service charge of 1.5% per month or the maximum rate permitted by law, whichever is less.
4.3 Taxes
All fees are exclusive of taxes, and Subscriber is responsible for all taxes associated with its purchase and use of the Autoreps Services.
5. Intellectual Property
5.1 Sterling Labs IP
Sterling Labs retains all right, title, and interest in and to the Autoreps Services, Autoreps Platform, Documentation, and all intellectual property rights therein. No rights are granted to Subscriber except as expressly provided in this Agreement.
5.2 Subscriber Data
Subscriber retains all right, title, and interest in and to Subscriber Data. Given the local storage architecture of the Autoreps Services, Sterling Labs has no access to sensitive Subscriber Data (documents, recordings, transcripts, notes) and therefore requires no license to such data. However, Subscriber grants Sterling Labs a limited, non-exclusive license to use Client Metadata and Usage Data solely to provide and improve theAutoreps Services. Sensitive Subscriber Data remains exclusively under Subscriber's control and ownership.
5.3 Feedback
Any feedback, suggestions, or improvements provided by Subscriber regarding the Autoreps Services may be used by Sterling Labs without restriction or compensation to Subscriber, provided such feedback does not include any Subscriber Data or confidential information.
6. Data and Privacy
6.1 Local Data Architecture
The Autoreps Services are architected to preserve confidentiality. Sensitive Subscriber Data including generated documents, recordings, transcripts, and notes is stored exclusively on Subscriber's local device with local encryption. AI notes are generated from the transcript using cloud processing on AWS, not natural persons have access to the transcriopt of the resulting notes during generation and neither the transcript or notes that are retained in the cloud once the generation is completed.
6.2 Remote Data Collection
While sensitive content remains local, Sterling Labs may collect and store the following data on its servers:
- Client Metadata: Basic client identification information such as names and email addresses necessary for service provision
- Usage Data: Telemetry and analytics data including feature usage, performance metrics, error logs, and application interactions to improve service quality and reliability
- Account Information: Subscriber account details, subscription information, and billing data
This collected data does not include the content of documents, recordings, transcripts, or their derivatives.
6.3 Data Security Features
The Autoreps Platform includes the following security features for locally stored data:
- Local encryption of all sensitive data to prevent access by other applications
- Configurable options to retain only notes without storing transcripts or recordings
- Instant deletion capabilities for complete data control
6.4 Training Data and Data Usage
Sterling Labs commits that sensitive Subscriber Data (documents, recordings, transcripts, notes) is never used for training artificial intelligence models or any other purpose beyond providing the Autoreps Services directly to Subscriber. Client Metadata and Usage Data may be used in aggregate and anonymized form to improve theAutoreps Services, but will not be used to train AI models on attorney-client privileged content.
6.5 Data Retention and Deletion
Subscriber maintains complete control over all locally stored sensitive data and may delete any or all such data at their discretion using the Autoreps Platform's deletion features. Sterling Labs will retain Client Metadata and Usage Data in accordance with its data retention policies and applicable legal requirements. Subscribers may request deletion of their Client Metadata by contacting Sterling Labs directly.
7. Term and Termination
7.1 Term
The term of this Agreement will commence on the Effective Date and continue until all Order Forms have expired, unless terminated earlier in accordance with this Agreement. Each Order Form will have an initial term as specified therein and will automatically renew for successive renewal terms unless either party provides written notice of non-renewal.
7.2 Termination
Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach within thirty (30) days after written notice. Upon termination, all rights and obligations will cease except those that expressly survive termination.
8. Warranty; Disclaimer
DISCLAIMER: Except as expressly provided herein, and to the maximum extent permitted by applicable law, the Autoreps Services and Documentation are provided "AS IS" and "AS AVAILABLE" and Sterling Labs makes no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
9. Indemnity
9.1 By Sterling Labs
Sterling Labs will defend Subscriber against any third-party claim that the Autoreps Services infringe any patent, copyright, or trademark, and will pay damages finally awarded against Subscriber for such claim, provided Subscriber promptly notifies Sterling Labs of the claim and cooperates in the defense.
9.2 By Subscriber
Subscriber will defend Sterling Labs against any third-party claim arising from Subscriber's breach of this Agreement or misuse of the Autoreps Services, and will pay damages finally awarded against Sterling Labs for such claim.
10. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES PAID BY SUBSCRIBER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
11. General Provisions
This Agreement will be governed by and construed in accordance with the laws of the State of California. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof. Any modifications must be in writing and signed by both parties.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors, and no partnership or joint venture is intended.
Contact Information
If you have any questions about these Terms of Service, please contact us at:
Sterling Labs, Inc.
Email: yashmr@sterlinglabs.io
Address: 149 New Montgomery St, 4th Floor, San Francisco, CA 94105