Mahogany License Agreement

1Definitions

• “Mahogany” or the “Product” means Mahogany: The Local AI Assistant Collection for Lawyers, including its assistants, instructions, templates, documentation, and any Updates we provide.
• “Seat” means a license for one attorney to use the Product. Every attorney who uses the Product must have their own Seat.
• “Licensed Attorney” means the attorney assigned to a Seat.
• “Authorized User” means a paralegal, legal assistant, or other nonlawyer staff member, whether an employee or a contractor, who works on a Licensed Attorney’s matters under that attorney’s direction. An attorney is never an Authorized User.
• “Updates” means new features, improvements, fixes, and new versions of the Product that we release.
• “Update Period” means the period during which a license is entitled to receive Updates.
• “Your Content” means anything you, your Licensed Attorneys, or your Authorized Users enter into or generate with the Product, including client files and outputs.

2License grant

Subject to your payment and compliance with this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, perpetual license to download, install, and use the Product for the number of Seats you purchased, solely for your own law practice.

3License types

Seats. Each Seat covers one Licensed Attorney. Every attorney who uses the Product needs their own Seat, including contract and per-diem attorneys. A firm may reassign a Seat when an attorney leaves the firm or no longer needs it; the former attorney must stop using the Product and delete their copies. Seats may not be split, shared, or pooled.

Authorized Users. A Licensed Attorney’s Authorized Users may use the Product under that attorney’s Seat, at no extra cost, while working on that attorney’s matters. Staff who support more than one attorney may use the Product under the Seat of whichever attorney’s matter they are working on. Authorized Users may change freely as staff join or leave, with no registration or fee.

Responsibility for staff. Each Licensed Attorney is responsible for their Authorized Users’ use of the Product and for their compliance with this Agreement.

4Delivery and installation

The Product is delivered as a download through Payhip. Each Seat may be installed on up to 3 computers at a time, used by the Licensed Attorney or their Authorized Users; for example, the attorney’s desktop and laptop and a paralegal’s workstation. If you upgrade or replace a computer, you may move the Product to the new computer and keep using it; remove it from the old computer so you stay within the limit. You may keep backup copies for your own use.

5One-time purchase

Your license fee is a one-time payment. No subscription is required to keep using the Product. Your license continues indefinitely unless it ends under Section 7 (refunds) or Section 12 (termination).

6Updates and optional renewal

• Included updates. Every license includes 12 months of Updates for all of its Seats, starting on the purchase date.
• Optional renewal. After the included period, you may renew Updates for another year at the price below. Renewal is optional.

• If you don’t renew. You keep the right to use the latest version you received during your Update Period, permanently. You will not receive Updates released after your Update Period ends.
• Renewing later. Renewing gives you access to the current version and to Updates for 12 months from the renewal date.
• No promised features. We decide the content and timing of Updates and do not guarantee any particular future feature. Updates are governed by this Agreement.

7Refunds

You may request a refund within 30 days of purchase by emailing support@getmahogany.com with your order details. Renewal fees are not refundable.

If you receive a refund, your license ends immediately. You and all of your Authorized Users must stop using the Product and delete all copies, including any assistants, instructions, or templates you saved, copied, or adapted from it.

8Restrictions

You may customize the Product’s assistants for your own internal use; customized versions remain subject to this Agreement. You may not:

• share, sell, resell, rent, lend, sublicense, or distribute the Product or any part of it, including its assistant instructions and templates, to anyone who is not one of your Licensed Attorneys or their Authorized Users;
• publish or post the Product or its contents online or in any public or shared repository;
• use the Product for more attorneys than the Seats you purchased;
• remove or alter any copyright or proprietary notices;
• use the Product to create, train, or market a competing product; or
• reverse engineer or decompile the Product, except to the extent applicable law expressly permits.

9AI models and third-party services

The Product works with AI models that you choose, either running locally on your own computer or through a cloud-based service. We do not provide, control, or guarantee any AI model or service. You are responsible for:

• obtaining and complying with the licenses and terms of any AI model or service you use;
• providing hardware capable of running the model you choose; and
• any fees charged by AI providers.

If you use a cloud-based service, the information you enter is sent to that provider and handled under its terms, not ours.

10Your professional responsibilities

The Product is a tool to assist licensed attorneys. It does not provide legal advice and does not replace your professional judgment. AI-generated output can be inaccurate, incomplete, or outdated, and may include citations or authorities that do not exist. You are solely responsible for:

• reviewing and verifying all output, including every citation, quotation, and calculation, before relying on it, sending it, or filing it;
• protecting client confidentiality, including deciding whether and how to use cloud-based AI services;
• supervising anyone who uses the Product on your behalf; and
• complying with the rules of professional conduct, court rules, and any AI disclosure or certification requirements in your jurisdictions.

11Ownership and Your Content

We and our licensors own the Product and all intellectual property rights in it. Except for the license granted in this Agreement, no rights are transferred to you.

You own Your Content. We do not access, collect, or store Your Content. It stays on your computer or with the AI provider you choose.

12Termination

We may terminate this Agreement if you breach it and do not cure the breach within 15 days after we notify you. We may terminate this Agreement immediately if you distribute, publish, or share the Product in violation of Section 8.

When this Agreement ends, for any reason including a refund, you must stop using the Product and delete all copies. Sections 8, 10, 11, and 13 through 16 survive termination.

13Disclaimer of warranties

THE PRODUCT IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PRODUCT OR ITS OUTPUT WILL BE ERROR-FREE OR ACCURATE, OR THAT IT WILL WORK WITH EVERY AI MODEL, SERVICE, OR COMPUTER.

14Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, MALPRACTICE CLAIMS, COURT SANCTIONS, OR DISCIPLINARY ACTIONS, ARISING FROM YOUR USE OF THE PRODUCT OR ITS OUTPUT. OUR TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT IN THE 12 MONTHS BEFORE THE CLAIM.

15Indemnification

You agree to defend, indemnify, and hold us harmless from any claims, damages, losses, and expenses, including reasonable attorneys’ fees, arising from your use of the Product, Your Content, legal work you produce with the Product, or your breach of this Agreement.

16General

• Governing law. This Agreement is governed by the laws of the State of Tennessee. Disputes will be brought exclusively in the state or federal courts located in Davidson County, TN.
• Changes. We may update this Agreement for future purchases and Updates. Changes will not reduce your right to use versions you have already received.
• Transferring your license. You may not sell, give, or transfer your license to anyone else without our written consent. One exception: if your law practice is sold, merged, or taken over by another attorney or firm, the license may pass to that successor as long as you tell us in writing.
• Export. You will comply with all applicable export and sanctions laws.
• Entire agreement. This Agreement is the entire agreement between you and us about the Product and supersedes any prior understandings. If any part is found unenforceable, the rest remains in effect.

17Contact us

support@getmahogany.com