iWTNS Platform Services Agreement with Attorney
By clicking the submit button below, I hereby agree to and accept the follow terms and conditions governing my use of the iWTNS Platform.
This iWTNS Platform and Services Agreement with Customers (the "Agreement"), effective as of the date accepted and agreed to by the Attorney (the "Effective Date").
WHEREAS, Provider provides access to its software-as-a-service offerings to its customers;
WHEREAS, Attorney desires to access certain software-as-a-service offerings described herein, and Provider desires to provide Attorney access to such offerings, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.
"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Authorized Users" means Attorney's employees, consultants, contractors, and agents (a) who are authorized by Attorney to access and use the Services under the rights granted to Attorney pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.
"Attorney Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Attorney or an Authorized User by or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services. For the avoidance of doubt, Attorney Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Attorney or any Authorized User.
"Attorney Systems" means the Attorney's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Attorney or through the use of third-party services.
"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Attorney or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
"Provider Disabling Device" means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Attorney's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.
"Provider Materials" means the Services, Specifications, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider's monitoring of Attorney's access to or use of the Services, but do not include Attorney Data.
"Provider Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.
"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.
"Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.
"Resultant Data" means data and information related to Attorney's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
"Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.
- Access and Use. Subject to and conditioned on Attorney's and its Authorized Users' compliance with the terms and conditions of this Agreement, Provider hereby grants Attorney a non-exclusive, non-transferable (except in compliance with 14.8) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Attorney's internal use. Provider shall provide to Attorney the Access Credentials within a reasonable time following the Effective Date.
- Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:
- Provider has and will retain sole control over the operation, provision, maintenance, and management of the Provider Materials; and
- Attorney has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Attorney Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Attorney Systems or any other means controlled by Attorney or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.
- Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.
- Changes. Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider's services to its customers; (ii) the competitive strength of or market for Provider's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.
- Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor").
- Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Attorney's, any Authorized User's, or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its sole discretion, that: (i) Attorney or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Attorney or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 2.6 does not limit any of Provider's other rights or remedies, whether at law, in equity, or under this Agreement.
- Service Usage. As an External Attorney you will have the opportunity to connect with iWTNS Customers to participate in certain limited matters that may touch on legal matters. When communicating with a Subscriber through the Service, please note the following:
- When you are connected with a Customer through the Service, any interactions and any attorney-client relationship formed during the course of that interaction is strictly between you and the Customer and expressly EXCLUDES Provider.
- When a Customer contacts you through the Service, he or she may ask you for some assistance with certain legal affairs. Provider will have access to information you discuss with a Customer and any information will be maintained on our system for access by the Customer and will remain encrypted.
- The Customer controls both the duration and scope of the interaction. Any attorney-client relationship formed during the course of that interaction will automatically end when the interaction ends, and may be reformed if the Customer and you agree to continue the engagement for further legal services.
- If a Customer wishes to create an attorney-client relationship with you that extends beyond your use of our Services, that relationship will be on whatever terms you establish with the subscriber in question. Those terms do NOT involve Provider and we do not set, control or influence them.
- Use Restrictions and Service Usage.
- Use Restrictions. Attorney shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Attorney shall not, except as this Agreement expressly permits:
- copy, modify, or create derivative works or improvements of the Services or Provider Materials;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;
- bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
- input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
- damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider's provision of services to any third party, in whole or in part;
- remove, delete, alter, or obscure any trademarks, Specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;
- access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law;
- access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider's detriment or commercial disadvantage; or
- otherwise access or use the Services or Provider Materials beyond the scope of the authorization granted under this Section 3.1.
- Usage Levels. Exhibit A sets forth Fees for designated levels of usage (each a "Service Allocation"), beginning with the Fees payable by Attorney for the levels of usage in effect as of the Effective Date.
- Attorney Obligations.
- Attorney Systems and Cooperation. Attorney shall at all times during the Term, set up, maintain, and operate in good repair and in accordance with the Specifications all Attorney Systems on or through which the Services are accessed or used.
- Effect of Attorney Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Attorney's delay in performing, or failure to perform, any of its obligations under this Agreement (each, an "Attorney Failure").
- Corrective Action and Notice. If Attorney becomes aware of any actual or threatened activity prohibited by this Agreement, Attorney shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity.
- Consent to Receive Communications. To ensure that Attorneys’ inquiries are handled accurately, courteously, and promptly, phone calls may be recorded. We may from time to time make calls and/or send text messages to you at any telephone number associated with your account. The manner in which these calls or text (SMS) messages are made to you may include, but is not limited to, the use of prerecorded/artificial voice messages and/or an automatic telephone dialing system. You certify, warrant, and represent that the telephone numbers you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree that Provider may send emails to you at any email address you provide us, or use other electronic means of communication to the extent permitted by law.
- Acceptable Use. The Services include a large number of what are collectively called “Communications Services.” These include services such as live chats, payment Services, comment threads, blog posts, question and answer products, customer service communication forums, calendars, and other message services. You agree to use the Communications Services only to post, send, and receive messages or materials proper to and related to the particular Communication Service. When using a Communication Service, you agree that you will not do any of the following:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others.
- Publish, post, upload, distribute or disseminate any names, materials, or information that is considered inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful.
- Create a false identity, represent yourself as someone else, or sign an agreement as someone else or on behalf of someone else or otherwise falsify or delete in an uploaded file any significant attributions or notices.
- Upload files that contain software or other material protected either by intellectual property laws or by the rights of privacy or publicity except when
- you own or control the necessary rights, or
- you have received all necessary consents to do so.
- Upload corrupted files, files that contain viruses, or any other files that may damage the operation of another’s computer.
- Advertise, offer to sell, or offer to buy anything for business purposes except to the limited extent any particular Communication Service expressly allows such activity.
- Restrict or inhibit any other user from using and enjoying the Communications Services.
- Harvest or otherwise collect any information about other users, either individually or in the aggregate, or about the Services generally.
- Violate any code of conduct or other guidelines, which may be applicable for any particular Communication Service.
- Violate any applicable laws or regulations.
- You may not hack, “scrape” or “crawl” our Services, whether directly or through intermediaries such as spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds without express written permission from iWTNS. You may not access or attempt to access any information iWTNS has not intentionally made available to you on its Services via purchased subscription. Your use of the iWTNS Services does not entitle you to resell any iWTNS content without prior express written consent from iWTNS.
- Data Backup. The Services do not replace the need for Attorney to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ATTORNEY DATA.
- Attorney Control and Responsibility. Attorney has and will retain sole responsibility for: (a) all Attorney Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Attorney or any Authorized User in connection with the Services; (c) Attorney's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Attorney or through the use of third-party services ("Attorney Systems"); (d) the security and use of Attorney's and its Authorized Users' Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Attorney Systems or its or its Authorized Users' Access Credentials, with or without Attorney's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
- Access and Security. Attorney shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Attorney Data, including the uploading or other provision of Attorney Data for Processing by the Services.
- Fees and Payment.
- Fees. Attorney shall pay Provider the fees set forth in Exhibit A ("Fees") in accordance with this 7.
- Taxes. All Fees and other amounts payable by Attorney under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Attorney is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Attorney hereunder, other than any taxes imposed on Provider's income.
- Payment. Attorney shall pay all Fees promptly upon receipt of the invoice therefor. Attorney shall maintain payment information on file with Provider and hereby authorizes Provider to charge all Fees to the payment method.
- Late Payment. If Attorney fails to make any payment when due then, in addition to all other remedies that may be available:
- Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law;
- Attorney shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and
- if such failure continues for 10 days following written notice thereof, Provider may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Attorney or any other Person by reason of such suspension.
- No Deductions or Setoffs. All amounts payable to Provider under this Agreement shall be paid by Attorney to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).
- Confidential Information. In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to 8.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations.
- Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
- Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
- not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
- except as may be permitted by and subject to its compliance with 8.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this 8.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this 8;
- safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;
- promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and
- ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this 8.
- Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this 8 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
- Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under 8.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this 8.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
- Intellectual Property Rights.
- Provider Materials. All right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Attorney has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in 2.1 or the applicable third-party license, in each case subject to 3.1. All other rights in and to the Provider Materials are expressly reserved by Provider. In furtherance of the foregoing, Attorney hereby unconditionally and irrevocably grants to Provider an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
- Consent to Use Attorney Data. Attorney hereby irrevocably grants all such rights and permissions in or relating to Attorney Data as are necessary or useful to Provider, its Subcontractors, and the Provider Personnel to enforce this Agreement and exercise Provider's, its Subcontractors', and the Provider Personnel's rights and perform Provider's, its Subcontractors', and the Provider Personnel's obligations hereunder.
- Representations and Warranties.
- Mutual Representations and Warranties. Each party represents and warrants to the other party that:
- it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
- it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
- the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
- when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
- Additional Representations, Warranties, and Covenants.
- Attorney represents, warrants, and covenants to Provider that Attorney owns or otherwise has and will have the necessary rights and consents in and relating to the Attorney Data so that, as received by Provider and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.
- Attorney agrees and covenants that any interactions with Customers and any attorney-client relationship formed during the course of such interactions is strictly between Customer and Attorney and expressly excludes Provider.
- Attorney represents, warrants, and covenants to Provider that Attorney is licensed in the relevant jurisdiction for which it will provide legal services, that Attorney is currently in good standing in said jurisdiction, and that Attorney will maintain his/her license and good standing throughout the duration of this Agreement.
- Attorney represents, warrants, and covenants to Provider that Attorney carries legal malpractice insurance and that Attorney will maintain malpractice insurance for the duration of this Agreement. Any lapse in malpractice insurance shall be deemed to be a material breach of this Agreement.
- Provider does not endorse, recommend, or vet the stories provided by any Customers.
- Provider makes no guarantee to Attorney that any minimum amount of phone calls will be made by Customers to any particular attorney.
- Attorney understands and agrees that this permission signifies that photographic or video recordings of Attorney may be recorded or electronically displayed, including but not limited to via the Internet. Attorney hereby releases any and all claims against Provider in utilizing Provider Materials.
- DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN 10.1 AND 10.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS." PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET ATTORNEY'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN ATTORNEY AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
- Attorney Indemnification. Attorney shall indemnify, defend, and hold harmless Provider and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a "Provider Indemnitee") from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) that arise out of or result from, or are alleged to arise out of or result from:
- Legal advice provided by you to a Customer;
- Attorney Data, including any Processing of Attorney Data by or on behalf of Provider in accordance with this Agreement;
- any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Attorney or any Authorized User, including Provider's compliance with any specifications or directions provided by or on behalf of Attorney or any Authorized User to the extent prepared without any contribution by Provider;
- allegation of facts that, if true, would constitute Attorney's breach of any of its representations, warranties, covenants, or obligations under this Agreement; or
- negligence or more culpable act or omission (including recklessness or willful misconduct) by Attorney, any Authorized User, or any third party on behalf of Attorney or any Authorized User, in connection with this Agreement.
- Indemnification Procedure. Attorney shall promptly notify Provider in writing of any Action for which such party believes it is entitled to be indemnified pursuant to 11.1. The Provider shall have the option to assume control of the defense and shall employ counsel of its choice to handle and defend the same.
- Mitigation. If any of the Services or Provider Materials are, or in Provider's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Attorney's or any Authorized User's use of the Services or Provider Materials is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:
- obtain the right for Attorney to continue to use the Services and Provider Materials as contemplated by this Agreement;
- modify or replace the Services and Provider Materials, in whole or in part, to seek to make the Services and Provider Materials (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider Materials, as applicable, under this Agreement; or
- by written notice to Attorney, terminate this Agreement and require Attorney to immediately cease any use of the Services and Provider Materials.
- Sole Remedy. THIS SECTION 11 SETS FORTH ATTORNEY'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
- Limitations of Liability.
- EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $500, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Term and Termination.
- Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement's express provisions, lasts for one year from such date (the "Initial Term").
- Renewal Term. This Agreement will automatically renew for additional successive one year terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term").
- Termination. In addition to any other express termination right set forth elsewhere in this Agreement:
- Provider may terminate this Agreement, effective on written notice to Attorney, if Attorney: (i) fails to pay any amount when due hereunder, and such failure continues more than 15 days after Provider's delivery of written notice thereof; or (ii) breaches any of its obligations under 3.1, 6.3, or 8; and
- either party may terminate this Agreement, at any time, and the termination shall take effect at the end of the then current Term.
- Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
- all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
- Provider shall immediately cease all use of any Attorney Data or Attorney's Confidential Information and (i) return to Attorney, or at Attorney's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Attorney Data or Attorney's Confidential Information; and (ii) permanently erase all Attorney Data and Attorney's Confidential Information from all systems Provider directly or indirectly controls, provided that, for clarity, Provider's obligations under this Section 13.4(b) do not apply to any Resultant Data;
- Attorney shall immediately cease all use of any Services or Provider Materials and (i) promptly return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Provider Materials or Provider's Confidential Information; and (ii) permanently erase all Provider Materials and Provider's Confidential Information from all systems Attorney directly or indirectly controls;
- notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information; (ii) Provider may retain Attorney Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider may also retain Attorney Data in its backups, archives, and disaster recovery systems until such Attorney Data is deleted in the ordinary course; and (iv) all information and materials described in this Section 13.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;
- Provider may disable all Attorney and Authorized User access to the Provider Materials;
- if Attorney terminates this Agreement pursuant to 13.3(b), Attorney will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination;
- if Provider terminates this Agreement pursuant to 13.3(a) or 13.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Attorney shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of Provider's invoice therefor.
- Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 3.1, 8, 10.4, 11, 12, 13.4, this 13.5, and 14.
- Further Assurances. On a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.
- Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that Provider may, without Attorney's consent, include Attorney's name and other indicia in its lists of Provider's current or former customers of Provider in promotional and marketing materials.
- Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement shall have legal effect if made through the contact feature of the platform. Notices sent in accordance with this Section 14.4 will be deemed effectively given when sent, if by email, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours.
- Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
- Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
- Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
- Assignment. Attorney shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider's prior written consent. No assignment, delegation, or transfer will relieve Attorney of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 14.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
- Force Majeure. In no event will Provider be liable or responsible to Attorney, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control (a "Force Majeure Event"), including (i) acts of God; (ii) flood, fire, earthquake, hurricane, epidemic, pandemic, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency and (vii) shortage of adequate power or transportation facilities. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more.
- No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
- Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
SERVICES AND FEES
The cost of the services will be $149.99 per year, billed annually.
Attorneys will be paid an hourly rate of $200/hour, or $3.33/minute. Each partial minute will round up to the next full minute.