The Legal Innovation & Technology Lab's Spot API
@ Suffolk Law School  -  Spot Version: 2022-05-21 (Build 10)

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Spot Click-Trust

Trust creation:

Suffolk University by and on behalf of Suffolk School of Law’s Legal Innovation and Technology (LIT) Lab, with its principal place of business at 120 Tremont Street, Boston, MA 02108, hereby intends, as the Settlor, to create the Spot Click-Trust [ID Number] for the charitable purpose of making issue-spotting tools available to organizations and government agencies working to promote access to justice, as a valid revocable trust, legal under the laws of the commonwealth of Massachusetts, on [Date].

Trustee Agreement:

Suffolk University by and on behalf of Suffolk School of Law’s Legal Innovation and Technology (LIT) Lab (“Settlor, or Lit Lab”) has created the Spot Click revocable Trust for purpose of making issue-spotting tools available to organizations and government agencies working to promote access to justice for the benefit of the Beneficiaries.

  1. Beneficiaries. There are two classes of Trust beneficiaries: Suffolk Beneficiaries and Community Beneficiaries (together, the “Beneficiaries”).

    1. Suffolk Beneficiaries. Suffolk Beneficiaries (together, “Suffolk”) include:
      1. Suffolk University, Suffolk Law School, the LIT Lab and their successors and assigns;
    2. Community Beneficiaries. Community Beneficiaries include:
      1. Individual members of the legal aid and access to justice community whose work may be advanced by your use of the Property and your contributions to improving Spot;
      2. Individual members of the general public who may benefit from improved legal information or advice or improved access to legal help as a result of your use of the Property and your contributions to improving Spot;

  2. Assignment of Trustee You have requested access to certain Lit Lab, Spot Click Trust Property and you acknowledge that such access is being provided to you under the terms of the Spot Click Trust and Trustee Agreement. The Lit Lab hereby appoints you as a trustee of the Trust Property, which is entrusted to you for the use the stated Beneficiaries.

    You hereby acknowledge receipt of the Trust property, consent to hold in trust such property and any additional property as may be added to the Trust pursuant to this Trustee Agreement. You agree to use the trust property in accordance with the interests of the beneficiaries, the responsibilities laid out in this document, and the mission of the Suffolk LIT Lab.

  3. Spot Click-Trust Trust Property. The settlor hereby assigns the following property (Property) to the trust:

    1. A single text-string key (“API Key”) and single-user access rights (“API Access Rights”) to the Spot application programming interface (“Spot API”) associated with the API Key. Use of the Spot API is also subject to the Spot API Terms of Service, which may change from time to time. If there is a conflict between the Terms of Service and this trust document, the terms of this trust shall prevail.
    2. Any response objects that the Spot API returns in response to requests made using the API Key shall be added to the trust and considered trust Property.
    3. The Settlor may assign new property to the trust by executing a restatement or amendment of this trust agreement, by updating the access rights for the API key, or by any other means permitted by law. The terms of this agreement extend to derivatives and models you may generate or create that directly use Property, including statistical, software, or mathematical models trained with Property.

  4. Trustee Responsibilities As trustee, you will use the Property to support the trust purpose. Your responsibilities include, but are not limited to:

    1. Facilitate legal services or legal research. You may use the Property to facilitate delivery of legal information, advice, and referral services, or to conduct non-commercial research. These services [or research outputs and derivatives] are not considered derivatives of Trust Property.
    2. Recontribution. If end users consent, and where otherwise possible and ethical, you will contribute data on the use of the Property back to Spot/Suffolk, so Spot can be improved.
    3. Transparency. You will be transparent to end users about how Spot is used.
    4. No screening/risk scores. You will not use the Property for risk scoring, or to screen users for any relationship or service other than legal or social services. For example, you may not use Spot to screen users for housing or employment purposes. You will not use the Property to surveil a third party, such as social media scanning, or for any purpose other than delivery of legal and social services to a user.
    5. No derivative models. You will not use the Property to develop any derivative or proprietary model, or seek any intellectual property protections on the use of the Property. You will not resell access to the API.
    6. No reverse engineering. You will not reverse-engineer the Property or the underlying model.
    7. You will not file an application for patent, nor actively seek any other form of intellectual property protection claiming or covering the Trust Property or its uses, nor will you permit others under your direct supervision to seek, nor will you assist others in seeking, any such patents or other intellectual property protections.

  5. Beneficiary Rights, Notice, and Cure

    1. Prior to bringing an action against You, Community Beneficiaries must notify Suffolk Beneficiaries if they believe You are acting in violation of the terms of the Trust, or otherwise contrary to Beneficiaries' interests.
    2. After receiving a notice of potential violations, Suffolk Beneficiaries may request additional information from You related to your use of Property. You will provide requested information promptly.
    3. After receiving a notice from Community Beneficiaries, Suffolk Beneficiaries will make a determination whether Your actions are in violation of the Trust terms. Suffolk Beneficiaries will provide notice to You and Community Beneficiaries. Depending on the violation, and at Suffolk's discretion, You may be given an opportunity to cure the issue. This may include (but is not limited to) deleting or retraining derivative models, or notifying Community Beneficiaries. This does not in any way limit Suffolk Beneficiaries' other rights and remedies with respect to your use of Property.
    4. Suffolk's determination does not affect Community Beneficiaries' right to bring an action against You post-determination.
    5. Where possible, wherever Spot is used, you must link to the LIT Lab-provided beneficiary reporting mechanism (https://spot.suffolklitlab.org/report/). The link should be visible to end-users of your implementation of Spot.

  6. Miscellaneous; No Warranties

    1. Termination. This Trust shall terminate upon the election of the Settlor or fifty (50) years after the formation date.
    2. Amendment. The Settlor has the power from time to time, by duly acknowledged, written instrument, to alter, amend, modify, restate, revoke, or terminate any of the provisions of this Trust Agreement.
    3. Severability. If any clause or term of this Trust Agreement is held to be unenforceable or invalid as a matter of law, all other provisions of this Trust Agreement shall remain in effect to the fullest extent permissible under the governing law of this Trust Agreement.
    4. Governing Law. This Agreement will be governed, construed and enforced pursuant to and in accordance with the laws of Massachusetts, without regard to Massachusetts’s laws governing conflicts of laws.
    5. Counterparts. This Trust Agreement may be executed in multiple counterpart originals, and the counterparts shall all constitute a single, original instrument.
    6. No Warranties. LIT Lab makes no representations and extends no warranties of any kind regarding the Property.