Last Modified: March 9, 2023
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
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The Company name, the term LegalOn, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
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LegalOn is neither a law firm nor an attorney, and is not a substitute for the advice or services of an attorney. No attorney-client relationship is created with LegalOn, and no confidentiality or privilege exists between you and LegalOn. Any information contained in the Website or LegalOn’s applications, or provided by LegalOn, is not legal advice and is not guaranteed to be correct, complete, or up-to-date. Nor is the information tailored to the unique needs or objectives that accompany each transaction. For legal advice for a specific problem, you should consult an attorney licensed to practice law in the appropriate
jurisdiction for each transaction.
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We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
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If the Website contains links to other sites and resources przovided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS (THE “COMPANY ENTITIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS ‘LIMITATION ON LIABILITY’ SECTION WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY ENTITIES, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE WEBSITE IN THE TWELVE MONTHS PRECEDING THE ACTION OUT OF WHICH LIABILITY AROSE.
This website is operated by LegalOn Technologies, Inc., 2 Embarcadero Center, 8th Floor, San Francisco, CA 94111
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Last Modified: March 24, 2023
These LegalOn Subscription Terms of Service (these “Terms”) are effective as of the date of Customer’s accepting the Terms (the “Effective Date”) by and between LegalOn Technologies, Inc., a Delaware corporation, with offices located at 2 Embarcadero Center, 8th Floor, San Francisco, CA 94111 (“LegalOn”) and the customer identified on the Order Form (“Customer” and together with LegalOn, the “Parties”, and each a “Party”). These Terms together with the Order Form(s) (collectively, the “Agreement”) govern Customer’s and its Authorized Users’ access and use of the LegalOn Platform and the related services provided by LegalOn as further described in the Order Form and/or these Terms.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS, (2) EXECUTING OR CONFIRMING AN ORDER FORM TO WHICH THESE TERMS HAVE BEEN INCORPORATED, OR (3) OTHERWISE ACCESSING OR USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU ARE AN INDIVIDUAL ENTERING INTO THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY AND BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE, THE TERMS “YOU” AND “YOUR” AND “CUSTOMER” WILL REFER TO SUCH ENTITY.
IF YOU DO NOT ACCEPT ALL THE TERMS HEREIN OR ARE NOT AN AUTHORIZED REPRESENTATIVE FOR THE LEGAL ENTITY THAT WISHES TO ENTER INTO THESE TERMS, YOU MAY NOT AGREE TO THESE TERMS.
1.1 “Affiliate” means any natural person or entity that directly or indirectly, controls or is controlled by or is under common control with a Party. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
1.2 “Authorized Users” mean an individual who is authorized by Customer to use the Subscription Services, for whom Customer has purchased Subscription Services, and to whom Customer (or, when applicable, LegalOn at Customer’s request) has supplied login or authentication credentials (for Services utilizing authentication). Authorized Users may include, for example, employees, consultants, contractors and agents of Customer.
1.3 “Customer Content” means electronic data and information submitted by or for Customer to the Services and which does not constitute LegalOn Confidential Information.
1.4. “Documentation” means any training, technical services, or other documentation or materials regarding the operation of the Subscription Services or LegalOn Platform made available to Customer, as may be updated by LegalOn from time to time.
1.5 “Feedback” means any suggestion, enhancement, request, recommendation, correction, or other feedback provided by Customer or its Authorized Users relating to the Services.
1.6 “Intellectual Property Rights” means any patent, patent applications, trade secret, trademark, copyright, industrial design, or any other intellectual property right registered or unregistered in any country throughout the world, and all related goodwill.
1.7 “LegalOn Platform” means the LegalOn Review platform that enables Customers to review and manage contracts, obtain insights, and increase the efficiency of legal resources.
1.8 “Order Form” means an order form entered into between LegalOn and Customer into which this Agreement is incorporated, including as an attachment or through a link.
1.9 “Professional Services” means the training, consulting, or other professional services that are provided by LegalOn to Customer (i) as purchased separately by Customer pursuant to an Order Form, (ii) in LegalOn’s sole discretion, or (iii) as otherwise mutually agreed between the Parties.
1.10 “Services” means the Subscription Services and the Professional Services.
1.11 “Software” means the proprietary LegalOn software products, in object code form only, offered by LegalOn as a software as a service on a subscription basis.
1.12 “Subscription Services” means the software services and platform provided by LegalOn as further specified in an Order Form, including (i) the web and other user interfaces, applications, and software made available to Authorized Users, including via the LegalOn Platform, (ii) the Service Data, and (iii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.
1.13 “Subscription Term” means the initial subscription period identified in any Order Form for which LegalOn has committed to provide, and Customer has committed to pay for, the Subscription Services (“Initial Term”) and any Renewal Terms.
1.14 “Service Data” means the information and data made available to Customer by LegalOn in connection with the Services.
1.15“Third Party Products” means any non-LegalOn products and services that may be available to Customer in connection with the Services.
2.1. LegalOn shall make the Services available to Customer on the terms set forth in this Agreement and the applicable Order Form. LegalOn will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with LegalOn’s obligations under this Agreement, except as otherwise specified in this Agreement. Customer acknowledges that the features and functions of the Services may change over time; provided, however, LegalOn will not materially decrease the overall functionality of the Services.
2.2 Customer acknowledges that LegalOn is neither a law firm nor an attorney, and is not a substitute for the advice or services of an attorney. No attorney-client relationship is created with LegalOn, and no confidentiality or privilege exists between Customer and LegalOn. Any information contained in or provided in connection with the Services (such as Service Data) is not legal advice and is not guaranteed to be correct, complete, or up-to-date. Nor is such information tailored to the unique needs or objectives that accompany each transaction. For legal advice for a specific problem, Customer should consult an attorney licensed to practice law in the appropriate jurisdiction for each transaction.
3.1 Subject to the provisions of this Agreement and/or an applicable Order Form, LegalOn grants to Customer during the Subscription Term a non-sublicensable, non-exclusive, non-transferable, limited and revocable license to use and access the Subscription Services through the LegalOn Platform solely for its internal business purposes in accordance with the Documentation. Customer may use the Subscription Services solely for such Customer’s own use and not for further sale, sublicense, resale, lease, distribution or other form of transfer of license to any third party. Notwithstanding the foregoing, to the extent that the Service Data includes template contracts intended for customization by Customer (the “Templates”), LegalOn grants to Customer a non-exclusive, non-transferable, non-assignable worldwide license to use the Templates that Customer is provided under this Agreement for Customer’s internal business use and to distribute modified versions of such Templates with Customer’s contractual counterparties.
3.2 During the Subscription Term and contingent on a valid license, LegalOn shall provide Support Services to Customer in accordance with LegalOn’s then-current support policy or as otherwise specified within the Order Form. In the event that the level of support is not identified in the Order Form, LegalOn will provide support during business hours (9AM-5PM PT) via email at firstname.lastname@example.org. LegalOn will use commercially reasonable efforts to respond to all support tickets within one (1) business day.
3.3 The Services may integrate or interoperate with, or import or export data to or from, Third Party Products (“Third Party Integrations”). LegalOn is not responsible for Third Party Products, and any use by Customer of Third Party Products, and any exchange of data between Customer and any Third Party Product is solely between Customer and the applicable provider. If Customer opts to use any Third Party Integrations, including but not limited to with respect to the exchange of data between the Services and Third Party Products, Customer agrees to: (i) assume sole responsibility for and all risk arising from Customer’s use of Third Party Integrations and the content, functionality, or availability of any Third Party Products, including waiving and releasing LegalOn from any claims directly or indirectly related thereto; and (ii) without limitation, defend, indemnify, and hold harmless LegalOn from any third party claims directly or indirectly arising from or related to Customer’s use of any Third Party Integrations. LEGALON PROVIDES THIRD PARTY INTEGRATIONS “AS IS” WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE.
4.1 Customer shall be solely responsible for administering and protecting accounts of Authorized Users (“Accounts”). Customer agrees to provide access to the Services only to Authorized Users, and to require such Authorized Users to keep Account login information, including usernames and passwords, strictly confidential and not provide such Account login information to any unauthorized parties. Customer is solely responsible for monitoring and controlling access to the Services and maintaining the confidentiality of Account login information. If Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, Customer shall immediately notify LegalOn and de-activate such Account or change the Account’s login information. Authorized Users may only use the Services strictly on behalf of Customer and subject to the terms and conditions applicable to Customer herein. Customer is responsible and liable for any breach by an Authorized User of Customer’s obligations hereunder.
4.2 Customer represents, warrants and covenants that: (a) Customer will not directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the LegalOn Platform; (ii) adapt, alter, modify, improve, translate or create derivative works of the Services; (iii) use the Services or LegalOn Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (iv) use the Services in a manner which is infringing or violates any applicable law, rule or regulation. (b) Customer will, on behalf of itself and LegalOn, provide all required consumer notices and disclosures and, where required, secure any necessary consents, approvals, authorizations and/or agreements from any employee or third party that may be necessary for LegalOn to collect, use, and share Customer Content in accordance with this Agreement.
5.1 Customer shall pay the fees set forth in an Order Form (“Fees”). Except as otherwise specified in this Agreement or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.
5.2 Customer shall be 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 entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, LegalOn's income, revenues, gross receipts, personnel, or real or personal property, or other assets.
5.3 Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse LegalOn for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees In addition to all other remedies available under this Agreement or at law (which LegalOn does not waive by the exercise of any rights hereunder), LegalOn shall be entitled to suspend the provision of any Services if the Customer fails to pay any amounts/fees when due hereunder and such failure continues for 15 days following written notice thereof.
6.1 LegalOn warrants to Customer that the Subscription Services purchased by Customer will, in all material respects, perform in accordance with the applicable portions of the Documentation. This warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Authorized Users, from use of the Subscription Services in an unsupported operating environment or manner, or that arises from Customer’s or any third party’s software or systems. Customer’s sole and exclusive remedy for breach of the foregoing warranty is LegalOn’s reperformance of the Subscription Services in material conformance with the warranty.
6.2 Each Party represents, warrants and covenants that: (a) it has the full corporate right, power, and authority to enter into this Agreement and perform the obligations and duties hereunder; (b) the execution of this Agreement, and the performance of the obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each in accordance with its terms.
6.3 EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO CUSTOMER “AS IS,” AND LEGALON AND ITS LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY. LEGALON, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OR USE OF THE FOREGOING WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. LEGALON’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE APPLICABLE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN, WHICH SHALL BE AT LEGALON’S ELECTION.
7.1 LegalOn, its Affiliates, and/or its licensors, as applicable, own and retain all right, title and interest in and to (a) the Services, the LegalOn Platform, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all Intellectual Property Rights related to any of the foregoing. For clarity, all Services, Service Data, LegalOn Platform, various databases, improvements, technologies, inventions, developments, ideas, and discoveries associated therewith; all of which, when used in connection with the provision of, or access to, the Subscription Services shall be deemed part of the Services. Customer agrees that the Services, Service Data, and any other intellectual property that are part of the Services or related to the Services are owned by LegalOn (or its Affiliates, licensors, or providers, as applicable). Nothing contained in the Agreement will be deemed to convey to Customer or to any other party any ownership interest in or to any intellectual property or data provided in connection with the Services or LegalOn Confidential Information (as defined below). Customer will not acquire any license to use the Services or any LegalOn Confidential Information beyond the limited license expressly set forth in this Agreement.
7.2 As between the Parties, Customer Content is the exclusive property of Customer, and Customer will retain all rights in and to such Customer Content. Customer grants LegalOn, its Affiliates and applicable contractors a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to host, copy, use, transmit, modify, create derivative works based upon, display, and distribute any Customer Content as appropriate for LegalOn to provide and improve operation of the Services and associated systems in accordance with this Agreement. Customer agrees that LegalOn and its Affiliates have the right to use any data, information, and Customer Content provided or made available to LegalOn by or on behalf of Customer, in connection with this Agreement to create de-identified information and analyses, including as aggregated with information and data of LegalOn’s other customers (collectively, “Analyses”), provided that such Analyses are not reasonably linkable to Customer or its Authorized Users, and to use Analyses for LegalOn’s lawful internal business purposes, including to provide the Services to Customer and to improve and provide LegalOn’s services generally. LegalOn may disclose such Analyses in connection with its business, provided that such Analyses are not reasonably linkable to Customer or its Authorized Users. LegalOn shall exclusively own all Analyses, which are the Confidential Information of LegalOn.
7.3 Any Feedback is and shall be given voluntarily. If Customer or its Authorized Users decide to give Feedback to LegalOn, Customer hereby grants to LegalOn an irrevocable, non-exclusive, perpetual, royalty-free, transferrable license, with right to sublicense, to use and incorporate into its products and services any Feedback and to disclose, reproduce, distribute, and otherwise exploit the Feedback without attribution. Feedback, even if designated as confidential, shall not create any confidentiality obligation hereunder.
From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that is labeled as "confidential” or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed ("Confidential Information"). LegalOn’s Confidential Information shall include, without limitation, the terms of this Agreement and all Order Forms as well as (i) the Subscription Services, (ii) the LegalOn Platform, (iii) any documentation related to the Services or Platform, (iv) all content and other materials and software supplied by LegalOn in connection with, or used by LegalOn in providing, any Services. The Parties agree that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Agreement; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement, except as authorized by the Disclosing Party.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, give the Disclosing Party prior notice of the requirement (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. For purposes of Sections 8 and 10.5 only, “Receiving Party's Group” shall mean the Receiving Party's Affiliates and its or their employees, officers, directors, members, managers, contractors, agents, attorneys, accountants, and financial advisors.
To the extent that LegalOn processes Personal Information on behalf of Customer, the terms in this Section 9 shall apply. “Personal Information” means information that LegalOn processes on behalf of Customer and that (a) identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person, device, or household or (b) is otherwise deemed “personal information,” “personal data,” or similar term under applicable laws.
9.1 LegalOn will only process Personal Information in compliance with laws applicable to LegalOn and shall implement reasonable physical, organizational and technological safeguards, which are appropriate to the sensitivity of the Personal Information, designed to protect the confidentiality, security and integrity of such Personal Information.
9.2 Without limiting the foregoing, to the extent Personal Information is subject to the California Consumer Privacy Act, Cal. Civ. Code §1798.100 et seq and its implementing regulations (the “CCPA”), LegalOn shall comply with the obligations of “service providers” under the CCPA with respect to such Personal Information and is prohibited from (a) ‘selling’ or ‘sharing’ Personal Information, as such terms are defined in the CCPA; (b) retaining, using, or disclosing the Personal Information for any purpose other than for the business purposes specified herein, including retaining, using, or disclosing the Personal Information for a commercial purpose other than the business purposes specified herein; and (c) combining the Personal Information that LegalOn receives from, or on behalf of, Customer with Personal Information that it receives from, or on behalf of, another person, or collects from its own interaction with the consumer who is the subject of the Personal Information, except as permitted by applicable law.
10.1 Term of the Agreement. This Agreement shall commence as of the Effective Date and shall continue thereafter until terminated in accordance with this Section 10.
10.2 Term of Subscription Services. Customer’s access to the purchased Subscription Services shall commence on the start date specified in the relevant Order Form and continue for the Initial Term specified on such Order Form. At the expiration of the Initial Term, the Subscription Term for all purchased Subscription Services will automatically renew for one-year periods (each a “Renewal Term”), unless either Party elects to not renew by notifying the other Party in writing at least 30 days before such renewal. LegalOn may increase the pricing for any Renewal Term by up to 5% per year. Any introductory or temporary discount that may have been offered in an Initial Term does not apply for a Renewal Term (and permitted price increases shall be calculated based on the price without such discounts applied).
10.3 Termination. Either Party may terminate this Agreement and/or any Order Form by providing written notice to the other Party in the event the other Party materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach.
10.4 Effect of Termination. Expiration or termination of one Order Form shall not affect any other Order Forms. If the Agreement is terminated prior to its natural expiration, all outstanding Order Forms (and all subscriptions and licenses granted by LegalOn thereunder) shall immediately terminate as of the Agreement termination date, unless otherwise agreed by the Parties in writing, and provided that Customer may continue to use (in accordance with the restrictions on use set out in this Agreement) Service Data already provided to it prior to termination or expiry of this Agreement. For the avoidance of doubt, any such use continued use of the Service Data shall be entirely at the risk of Customer and the obligations of LegalOn hereunder shall no longer apply. Termination or expiration of this Agreement shall not affect any obligation accrued or arising prior to such termination or expiration. For the avoidance of doubt, Customer shall not be entitled to a refund of any prepaid Fees upon termination or expiration of the Agreement, and LegalOn will not release Customer from its obligations to pay LegalOn all Fees that have accrued under this Agreement prior to its termination. Following the termination of this Agreement for any reason, each Party shall destroy any Confidential Information of the other Party upon request from such Party. Each Party agrees to certify, in writing, to the other compliance with the foregoing upon a Party’s request.
10.5 Survival. Any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement including without limitation Sections 5, 6.3, 7, 8, 10.4, 10.5, 11, 12, 23, and 24, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 8 hereof will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or the Receiving Party's Group.
11.1 LegalOn agrees to defend or settle, at its expense, Customer and its directors, officers, employees, and independent contractors (collectively, the “Customer Indemnified Party”) from and against any third-party claims alleging that the Customer Indemnified Party’s use of the Services infringes and/or misappropriates any valid (i) issued U.S. patent; (ii) registered U.S. trademark; (iii) registered U.S. copyrights; and (iv) trade secrets. In connection with the foregoing defense, LegalOn shall indemnify the Customer Indemnified Party against all damages finally awarded against Customer in a final judgment or settlement of any of the foregoing claims that are specifically attributable to such suit or action. LegalOn shall have no obligation under this Section 11.1 as to any claim, unless LegalOn will have sole control of its defense or settlement of any third party claim hereunder, provided however, that LegalOn shall not, without the Customer Indemnified Party’s prior written consent, settle any claim in a manner that admits liability on the part of the Customer Indemnified Party. The Customer Indemnified Party shall reasonably cooperate with LegalOn in the defense as LegalOn may reasonably request (it being understood that nothing herein shall preclude the Customer Indemnified Party from consulting with its own counsel at its own expense). If Customer is, or LegalOn believes it may become, prohibited from continued use of the Services by reason of an actual or anticipated claim of infringement involving the Software, LegalOn shall, at its option and expense, (i) obtain for Customer the right to continue using the Software, (ii) replace or modify the Software so that it is no longer subject to such claim, but performs substantially similar functions in an equivalent manner, and (iii) if neither of the foregoing options are commercially practicable, terminate this Agreement and/or the Order Form and refund to Customer a prorated portion of any pre-paid fees paid by Customer as of the date of termination for the Services subject to the claim, in which case Customer will cease use of the Services and return or provide to LegalOn all materials related to the Services subject to such claim. The indemnification set forth in this Section 11.1 does not apply to the extent of Customer’s negligence, abuse or misapplication of the Services; use of the Services other than as specified in the applicable Documentation; any alterations, modifications or adaptations of the Services performed by anyone other than LegalOn; any unauthorized combination or interfacing of the Services with other hardware or software; or other causes beyond the reasonable control of LegalOn.
THIS SECTION 11.1 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT.
11.2 Customer shall indemnify, defend, and hold LegalOn and its Affiliates and their directors, officers, employees, independent contractors, representatives, and agents harmless for any costs, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from (i) any breach of this Agreement; (ii) any Customer Content or Customer’s use of Customer Content; or (iii) fraud or intentional misconduct.
11.3 The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.
12.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES (COLLECTIVELY, “SPECIAL DAMAGES”) WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12.2 IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO LEGALON IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO LEGALON (FOR EXAMPLE THROUGH A FREE TRIAL), ONE THOUSAND DOLLARS ($1,000). THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CUSTOMER’S OBLIGATIONS WITH RESPECT TO INDEMNIFICATION OR OBLIGATIONS OF PAYMENT.
This Agreement, including these Terms together with any related Order Forms, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In the event of a conflict between these Terms and any Order Form, these Terms shall control unless explicitly overridden by the terms of such Order Form, with reference to the specific affected sections of the Terms.
All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or electronic mail. Notices from LegalOn will be considered delivered to Customer and effective as of the time such Notice is sent to the email address Customer provides on an Order Form, through the Services, or from which they otherwise email LegalOn.
Notice to LegalOn:
2 Embarcadero Center, 8th Floor - We Work, San Francisco, CA 94111
If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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 a determination that any term or provision is invalid, illegal, or unenforceable, the Parties agree that the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Subject to the restrictions in this Section 16, LegalOn may amend or modify this Agreement at any time during the Subscription Term by posting the updated terms and updating the ‘Last Updated’ date at the top of these Terms. Any amendment or modification will become effective no earlier than 30 days after it is posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. In the event LegalOn materially changes this Agreement, LegalOn shall notify Customer in writing of such material changes (“Modification Notice”). If Customer continues to use or access the Services or LegalOn Platform after the date any such change becomes effective, Customer shall be deemed to have accepted this Agreement as amended or modified. If Customer does not agree to any such amendment to or modification of this Agreement, Customer shall not use or access the Services or LegalOn Platform. If the Modification Notice states that the modifications will become effective during the then-current Subscription Term, and the modifications materially and adversely affect Customer, Customer shall be entitled to give notice in writing to LegalOn to terminate this Agreement within 30 days from the date of the Modification Notice. Customer’s termination will become effective on the later to occur of (i) the date on which Customer delivers a timely termination notice or (ii) the date on which the applicable modifications become effective.
No waiver by any Party of any of the provisions of this Agreement 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 right, remedy, power, or privilege arising from this Agreement shall 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.
LegalOn may assign or transfer its rights or obligations under this Agreement without the consent of Customer. Except as otherwise expressly permitted in this Agreement, Customer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of LegalOn (which shall not be unreasonably withheld); provided that Customer may assign this Agreement in connection with a merger, acquisition, sale of substantially all assets, reorganization, or similar corporate transaction, without consent. Any purported assignment or delegation in violation of this Section 18 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement.
This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
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.
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Customer agrees that LegalOn may use Customer’s trade names, trademarks, service marks, logos, and domain names in presentations, marketing materials, customer lists, financial reports and website listings for the purpose of advertising or publicizing Customer’s use of the Services. Customer may request to opt out of such usage by providing written notice to LegalOn. Upon request by LegalOn, Customer also agrees to reasonably cooperate with LegalOn to produce and publish a public reference, case study and/or quote regarding Customer’s use of the Services, to be used for LegalOn’s marketing and publicity purposes.
This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
The parties hereto agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by final and binding arbitration in San Francisco, California (except for an action for interim equitable relief otherwise permitted under this Agreement and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of California for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures then in effect; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final and binding. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in this Agreement, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for obligations of payment) when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of LegalOn including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage, provided that, if the event delaying LegalOn’s performance continues for a continuous period in excess of 60 days, Customer shall be entitled, as its sole remedy under this Agreement, to give notice in writing to LegalOn to terminate this Agreement.