Terms & Conditions
Last Updated: 7/28/2025
These Terms of Use, along with all other agreements, disclaimers, and disclosures displayed on the Soxton website (the "Terms") state the terms and conditions under which you may use the website (located at Soxton.AI, the "Site"). By accessing or using the Site in any way, including using the data, text, reports, templates, agreements, chat functionality, and other materials made available or enabled via the Site (the "Soxton AI Materials"), clicking on the "I accept" button, and/or browsing the Site, you agree to follow and be bound by these Terms. These Terms govern (1) the information made available or enabled via the Site; (2) the nature of the relationship between you and Soxton AI and Brown and Soxton Limited; (3) certain other matters of professional responsibility; and (4) your use of this Site, the Soxton Materials, and related systems (collectively, the "Soxton Site"). If you do not agree to these Terms, do not access or use the Soxton Site.
PLEASE READ THESE TERMS CAREFULLY AND BE AWARE THAT SECTION 11 PROVIDES THAT, UNLESS YOU OPT OUT WITHIN 30 DAYS OF AGREEING TO THESE TERMS, ALL DISPUTES BETWEEN YOU AND US, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 11 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. The foregoing may not apply if you reside in certain jurisdictions, including the UK and the EU.
PLEASE NOTE THAT THE TERMS OF USE ARE SUBJECT TO CHANGE BY SOXTON IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Soxton will make a new copy of the Terms of Use available on the Soxton Site. We will also update the "Last Updated" date at the top of the Terms of Use. You should check these Terms of Use, available through a link on every page of the Soxton Site, each time you use the Soxton Site to determine if any changes have been made. If you use the Soxton Site after the amended Terms of Use have been posted, you will be deemed to have agreed to the amended Terms of Use.
1. No Legal or Tax Advice
The Soxton Site is an online portal that provides users with general information and access to certain self-help, "fill in the blank" forms (the "Forms"). The Soxton Site is not intended to constitute specific legal, tax and/or accounting advice or to be a substitute for advice from qualified counsel and other tax or accounting professionals. Any opinions expressed on the Soxton Site are the opinions of the particular author and may not reflect the opinions of Soxton or any individual attorney. Without limiting the foregoing, the Soxton Site may not reflect recent developments in the law, may not be complete, and may not be accurate in, or applicable to, your jurisdiction. Because the Soxton Site is general in nature and may not pertain to your specific circumstances, you should not act or refrain from acting based on any Soxton Materials. Instead, you should consider obtaining advice from professional counsel qualified in the applicable subject matter and jurisdiction.
2. No Attorney-Client Relationship
Soxton has a policy of entering into attorney-client relationships with its clients only in accordance with certain procedures, which include executing an engagement letter and addressing conflicts of interest as required by applicable Rules of Professional Conduct. You agree that your access and use of the Soxton Site, your transmission of e-mails to addresses on the Soxton Site, or other communications via the Soxton Site, do not create an attorney-client relationship between Soxton and you or your company. You should not send us any confidential information in connection with your use of the Soxton Site. Such communications will not create an attorney-client relationship, and whatever you disclose to us will not be privileged or confidential.
3. Other Matters of Professional Responsibility
3.1 Sensitive Communications
You agree that e-mails or other communications sent by you to Soxton will not be treated as confidential or privileged. Notwithstanding the foregoing, you acknowledge that e-mail and the Internet are generally insecure media of communication, and Soxton cannot guarantee the confidentiality or security of any e-mail sent to Soxton or any information submitted to Soxton through the Soxton Site.
3.2 Principal Office, Responsible Attorney
To the extent applicable rules require us to designate a principal office and/or a single attorney responsible for the Soxton, Soxton designates its Massachusetts office as its principal office and Logan Brown as the person responsible for the Soxton Site.
4. Ownership
You acknowledge that the Soxton Site is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies now existing or hereafter developed. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Soxton Site. You are granted a limited, non-sublicensable license to access and use the Soxton Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the Soxton for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (1) any resale or commercial use of the Soxton Site; (2) the distribution, public performance or public display of all or any portion of the Soxton Site; (3) modifying or otherwise making any derivative uses of the Soxton Site; (4) use of any data mining, robots or similar data gathering or extraction methods; (5) downloading (other than the page caching) of any portion of the Soxton Site, except as expressly permitted on the Soxton Site; (6) making any portion of the Soxton Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (7) using any automatic or manual process to harvest information from the Soxton Site; or (8) any use of the Soxton Site for other than its intended purpose. Unless expressly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
4.1 Use of Legal Forms
You understand that the download and/or use of a Form is neither legal nor tax advice nor does it constitute the practice of law, and that each Form and any applicable instruction or guidance is not customized to your particular needs. Because the Forms are general in nature and may not pertain to your specific circumstances, you should consider obtaining advice from professional counsel qualified in the applicable subject matter and jurisdiction.
4.2 License to Use
Soxton grants you a limited, personal, non-exclusive, non-transferable license to use our Forms for your own personal internal business use. Except as otherwise provided and to the extent permitted under applicable law, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Forms in any manner, except for modifications in filling out the Forms for your authorized use. You shall not remove any copyright notice from any Form.
4.3 Resale of Forms Prohibited
By downloading Forms, you agree that the Forms you download may only be used by you for your personal or internal business use and may not be sold or redistributed without the express written consent of Soxton.
4.4 Linking and Framing
We prohibit the use of any links to the Soxton Site from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of the Soxton Site with any other website without our prior written permission.
5. Limited Permission to Download
Soxton hereby grants you permission to download, view, copy and print the Soxton Materials solely for your personal, informational, non-commercial use, provided that (1) where provided, the copyright and trademark notices appearing on any Soxton Materials not be altered or removed, (2) the Soxton Materials are not used on any other website or in a networked computer environment, and (3) the Soxton Materials are not modified in any way, except for authorized editing or downloadable forms for personal use, and (4) the Soxton Materials are not used to directly or indirectly create, train, develop or improve any proprietary or third party machine learning, large language models or artificial intelligence services. This permission terminates automatically without notice if you breach any of the provisions of these Terms. Any unauthorized use of the Soxton may violate copyright laws, trademark laws, laws of privacy and publicity, data protection laws and communications regulations and statutes. Soxton does not grant you any rights in its trademarks.
6. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF THE SOXTON SITE, INCLUDING THE FORMS AND CHATBOT, IS AT YOUR SOLE RISK, AND THE SOXTON SITE, INCLUDING THE FORMS AND CHATBOT, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. SOXTON AND ITS PARTNERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "SOXTON PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE SOXTON SITE, INCLUDING THE FORMS AND CHATBOT, INCLUDING BUT NOT LIMITED TO, THE IMPLIED TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILTY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
6.1
The Forms may not be appropriate for your particular circumstances. Furthermore, local laws, state laws or national laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Forms are only samples and may not be applicable to a particular situation.
6.2
The Soxton chatbot is designed to provide general information on various topics, including those related to Soxton; however, our chatbot is an automated system, and we cannot guarantee the accuracy, completeness, or up-to-date nature of the information provided. By using the chatbot, you understand that the chatbot's responses may not be accurate, complete or up to date, and that Soxton is not liable for any damages or losses incurred as a result of relying on the chatbot's responses.
7. Limitation of Liability
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SOXTON BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS WHETHER DIRECT OR INDIRECT OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SOXTON SITE WHETHER OR NOT SOXTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF SOXTON IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SOXTON SITE SHALL NOT EXCEED $100 (USD), AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST THE SOXTON PARTIES.
8. Indemnification
You agree to indemnify, hold harmless, and make Soxton whole for any and all claims, losses, liabilities, damages, and expenses (including attorneys' fees) arising from your use of the Soxton Site or any violation of these Terms, including any claims that the information or forms provided were inaccurate or insufficient for your purposes.
9. Responsibility for User Content
9.1 Types of Content
You acknowledge that you, and not Soxton, are entirely responsible for all information, data text, messages and/or other materials ("Content") that you upload, post, e-mail, transmit or otherwise make available ("Make Available") through the Soxton ("Your Content"), and other users of the Soxton Site, and not Soxton, are similarly responsible for all Content they Make Available through the Soxton Site.
9.2 No Obligation to Pre-Screen Content
You acknowledge that Soxton has no obligation to pre-screen Content (including but not limited to Your Content and other Content uploaded, posted, transmitted or otherwise made available by third parties on the Soxton Site), although Soxton reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text or voice communications. In the event that Soxton pre-screens, refuses or removes any Content, you acknowledge that Soxton will do so for Soxton's benefit, not yours. Without limiting the foregoing, Soxton shall have the right to remove any Content that violates the Terms, violates any applicable laws, regulations or codes, or is otherwise objectionable.
9.3 Storage
Soxton has no obligation to store any of Your Content that you Make Available on the Soxton Site (although it may choose to do so). Soxton has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage or transmission of other communications originating with or involving use of the Soxton Site.
9.4 Personal Data
Where Your Content contains your personal data (such as your name and voice), Soxton will collect, use and disclose your personal data in compliance with all applicable personal data protection laws and our Privacy Notice. By using the Site you agree and consent to our processing of your personal information. We may collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from your access to, and use of the Site. We may create aggregated, de-identified and/or anonymized data from personal information and non-personally identifiable data we collect. We make personal information into de-identified or anonymized data by removing information that makes the data personally identifiable to you. We may use this aggregated, de-identified or otherwise anonymized data and share it with third parties for our lawful business purposes, including to analyze and improve the Service and promote our business and will not attempt to reidentify any such data.
9.5 Consent to Recording of Calls and Interactions with our Site
You acknowledge and agree that any interactions between you and Soxton may be recorded and/or monitored for training, quality assurance or other business purposes. You also agree that we and our third-party service providers may record and use information about your interactions with the Soxton Site and your communications with us (including, via chat features) for quality assurance, research, development and other purposes as described in our Privacy Notice.
9.6 Disclosure of Your Content
Soxton is entitled, except to the extent prohibited by applicable law, to use and disclose Your Content to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for technical support or other services, or (e) protect the rights, property or personal safety of Soxton, its users or the public, and all enforcement or other government officials, as Soxton in its sole discretion believes to be necessary or appropriate.
10. Acceptable Use Policy
As a condition of use, you agree not to use the Soxton Site for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party to) (1) take any action or (2) Make Available any Content on or through the Soxton Site that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, personal data or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without Soxton's prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Soxton; (f) interferes with, or attempts to interfere with, the proper functioning of the Soxton Site or uses the Soxton Site in any way not expressly permitted by the Terms; or (g) attempts to engage in, or engages in, any potentially harmful acts that are directed against the Soxton Site, including but not limited to violating or attempting to violate any security features of the Soxton Site, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in the Soxton Site, introducing viruses, worms, or similar harmful code into the Soxton Site, or interfering or attempting to interfere with use of the Soxton Site by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Soxton Site.
11. Dispute Resolution
11.1 Arbitration of Disputes
Subject to the terms of this agreement to arbitrate ("Arbitration Agreement"), you and Soxton agree that all disputes or claims between you and Soxton that arise out of or relate in any way to your use of or access to the Services or the Soxton's site, or to these Terms, including prior versions of these Terms, (each, a "Dispute") will be resolved by binding arbitration. By entering into this Arbitration Agreement, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of these Terms containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
11.2 Informal Dispute Resolution
Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Soxton agree to try to first resolve Disputes informally by contacting the other party in writing (the "Notice of Dispute"). If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, you or Soxton may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process. You and Soxton agree that any Dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.
11.3 Arbitration Procedures
The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act (the "FAA"), 9 U.S.C. § 1 et seq. You and Soxton agree that JAMS will administer the arbitration in accordance with the JAMS Comprehensive Arbitration Rules & Procedures, or, by mutual agreement of the parties after the arbitration is initiated, the JAMS Streamlined Arbitration Rules & Procedures, (collectively, "JAMS Rules"), as modified by this Arbitration Agreement, in effect at the time of arbitration, except as supplemented, where applicable, by the JAMS Mass Arbitration Procedures and Guidelines (the "JAMS Mass Arbitration Procedures") (all sets of rules are currently available at www.jamsadr.org or by calling JAMS at 1-800-352-5267), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of subsection 11.6 below. The arbitration will be conducted in San Francisco, California, unless the parties agree to another location or the Batch Arbitration process is triggered per subsection 11.7 below. The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction.
11.4 Confidentiality
To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.
11.5 Arbitration Fees
The JAMS Rules and/or JAMS Mass Arbitration Procedures shall govern the payment of arbitration fees. The parties shall bear their own attorneys' fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
11.6 No Class or Representative Actions
You and Soxton agree that, by entering into this Arbitration Agreement, ALL PARTIES MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Soxton agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware.
11.7 Batch Arbitration
Notwithstanding subsection 1.6 above, to increase the efficiency of administration and resolution of arbitrations, you and Soxton agree that, in the event there are ten (10) or more individual Requests of a substantially similar nature (i.e., Requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Soxton by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration"). If there is any dispute about the applicability of these Batch Arbitration procedures, JAMS shall appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). The Administrative Arbitrator's fees shall be paid by Soxton.
12. General
12.1 Termination
Notwithstanding any of these Terms, Soxton reserves the right, without notice and in its sole discretion, to terminate your license to use the Soxton Site, and to block or prevent your future access to the Soxton Site.
12.2 Submissions
You acknowledge and agree that any questions, comments, suggestions, feedback, ideas or other information or materials regarding the Soxton Site (the "Feedback") that is provided by you in the form of e-mail or other submissions to Soxton, or any postings on the Soxton Site, are (as between you and Soxton) non-confidential and shall become the sole property of Soxton. Soxton shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
12.3 IRS Circular 230
Any discussion of U.S. tax matters contained herein (including any Soxton Materials available at the Site) is not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party any transaction or other matter. The foregoing language is intended to satisfy the requirements under the regulations in Section 10.35 of Circular 230.
12.4 Third Party Information
We may hyperlink to or otherwise make third party information available on the Soxton Site. This is done solely for the purposes of convenience. We do not endorse or approve of any such third party information or such third parties. If you decide to access linked third party sites, you do so at your own risk. You should direct any concerns regarding any third party sites to the administrator of the applicable third party site. You should also refer to the separate terms of use, privacy policies, and other rules posted on the third party sites before you use them.
12.5 Waiver
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12.6 Severability
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
12.7 Export Control
You may not access, download, use or export the Soxton Site in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that the Soxton Materials may be subject to the United States Export Administration Laws and Regulations and agree that none of the Soxton Materials or any direct product therefrom is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.
12.8 Entire Agreement
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.