Last Modified: March 9, 2023
These terms of use are entered into by and between You and LegalOn Technologies, Inc. ("Company," "we," or "us"). The following terms and conditions (collectively, "Terms of Use"), govern your access to and use of www.legalontech.com/, including any content, functionality, and services we offer on or through https://www.legalontech.com/ and any other website or online service that we operate and that links to these Terms of Use (collectively, the "Website").Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. Our Privacy Policy (available at https://www.legalontech.com/privacy-policy) describes our privacy practices in connection with the Website. If you do not want to agree to these Terms of Use or you object to our Privacy Policy, you must not access or use the Website. This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
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.
You are responsible for both:
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy (available at https://www.legalontech.com/privacy-policy), and you consent to all actions we take with respect to your information consistent with our Privacy Policy.If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
You must not:
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
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.
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
Additionally, you agree not to:
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
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.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
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.
All information we collect on this Website is subject to our Privacy Policy (available at https://www.legalontech.com/privacy-policy). By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
This Website may provide certain social media features that enable you to:
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
When using certain features through the Website, you will be subject to any additional terms applicable to such features that may be posted on or within the Website from time to time. All such terms are hereby incorporated by reference into these Terms of Use.
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.
PLEASE READ THIS ‘LIMITATION ON LIABILITY’ SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE COMPANY TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS OF USE, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS OF USE.
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.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, any content or information you provide to us, or your use of any information obtained from the Website.
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City and County of San Francisco, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
The Terms of Use constitute the sole and entire agreement between you and LegalOn Technologies, Inc. regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
This website is operated by LegalOn Technologies, Inc., 2 Embarcadero Center, 8th Floor, San Francisco, CA 94111
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: contact@legalontech.com.
Last Modified: April 15, 2024
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 individual, company, or legal entity using the LegalOn Services (as applicable, “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) INDICATING ACCEPTANCE OF THESE TERMS (INCLUDING BY CLICKING A BOX OR OTHER MEANS), (2) EXECUTING OR CONFIRMING AN ORDER FORM TO WHICH THESE TERMS HAVE BEEN INCORPORATED, OR (3) OTHERWISE ACCESSING OR USING THE SERVICES, WHICHEVER IS EARLIER, CUSTOMER EXPRESSLY AGREES TO BE BOUND BY THESE TERMS. IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SERVICES ON BEHALF OF A LEGAL ENTITY, YOU HEREBY AGREE TO THESE TERMS ON BEHALF OF SUCH LEGAL ENTITY AND REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY AND BIND SUCH ENTITY TO THESE TERMS. 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 OR ACCESS OR USE THE SERVICES.
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 support@legalontechnologies.com. LegalOn will use commercially reasonable efforts to respond to all support tickets within one (1) business day.
3.3 LegalOn may grant Customer access to the Subscription Services on a trial or unpaid basis (the “Evaluation Service”). Notwithstanding any other provision of this Agreement, Customer understands and acknowledges that LegalOn is providing Customer with access to the Evaluation Service (i) on an “AS IS” basis; (ii) with no maintenance or support; (iii) with no indemnification obligation by LegalOn. LegalOn disclaims all warranties and makes no representations in connection with Customer’s access and use of the Evaluation Service. LegalOn may restrict and limit Customer’s access to the Evaluation Service and may block some features that may be provided as part of the Subscription Service. At the end of the evaluation period, Customer’s access to the Evaluation Service will be terminated and any data or content uploaded by Customer may be permanently lost.
3.4 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”). Customer authorizes LegalOn and its third-party payment processor(s) to charge the payment method provided to LegalOn on an agreed-upon periodic basis, but LegalOn may, within reason, change the date on which the charge is posted. 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 Services to the Customer in accordance with this Agreement.
7.3 Customer agrees that LegalOn and its Affiliates may (a) aggregate and/or de-identify Customer Content, including as aggregated with information and data from other sources (collectively, “Analyses”), (b) use Analyses for LegalOn's lawful internal business purposes including to improve the Services, and (c) 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.
7.4 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"). Customer's Confidential Information shall include Customer Content. 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.
The Data Processing Addendum at https://www.legalontech.com/terms-and-conditions#Data-Processing-Addendum (“DPA”) sets forth the Parties’ agreement with respect to the terms governing any processing of Personal Data by LegalOn on Customer’s behalf pursuant to this Agreement. The DPA forms part of this Agreement and supersedes any prior agreements regarding Customer Personal Data. The terms “processing” and “Customer Personal Data” used in this section are all defined in the DPA.
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 may, 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
notice@legalontech.com
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.
Last Modified: December 18, 2023
This Data Processing Addendum (“DPA”) forms an integral part of the Subscription Terms of Service (“Agreement”) by and between LegalOn Technologies, Inc. (“LegalOn”) and the Customer identified in the relevant Order Form (“Customer”). Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Affiliates, if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement.
1.1 “Customer Personal Data” means any Personal Data that Customer provides or has made available to LegalOn and is processed by or on behalf of LegalOn on behalf of Customer to perform the Services under the Agreement.
1.2 “Data Protection Laws” means all data privacy and data protection laws applicable to the processing of Customer Personal Data under the Agreement, which may include (i) Cal. Civ. Code §§ 1798.100 et seq., as amended by the California Privacy Rights Act of 2020 (“CCPA”); (ii) the EU General Data Protection Regulation (EU 2016/679) (the “EU GDPR”), its incorporation into the laws of England and Wales, Scotland, and Northern Ireland by virtue of the UK European Union (Withdrawal) Act 2018 (the “UK GDPR” and collectively with the EU GDPR, the “GDPR”); and (iii) the Swiss Federal Act on Data Protection (“FADP”), in each case as may be amended or superseded and including applicable implementing or supplementary legislation and any regulations implementing those laws. The terms “data subject,” “processing,” “processor,” and “controller,” shall have the meanings set forth in the GDPR.
1.3 “Personnel” means a person’s employees, agents, consultants, or contractors.
1.4 “Personal Data” means “personal data,” “personal information,” or similar information governed by Data Protection Laws, as such terms are defined under Data Protection Laws.
1.5 “Personal Data Breach” means a breach of LegalOn’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data in LegalOn’s possession, custody, or control. Personal Data Breaches do not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
1.6 “Regulatory Authority” means any supervisory authority or regulatory agency with authority under Data Protection Laws over the processing of Customer Personal Data.
1.7 “Services” means those services and activities to be supplied to or carried out by or on behalf of LegalOn for Customer pursuant to the Agreement.
1.8 “Standard Contractual Clauses” or “SCCs” means, as applicable, (a) Module 2 (where Customer is a controller and LegalOn is processing Personal Data for Customer as a processor) or Module 3 (where Customer is a processor and LegalOn is processing Customer Personal Data on behalf of Customer as a sub-processor) of the standard contractual clauses for the transfer of personal data from a controller to a processor approved by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914 (“EEA SCCs”); or (b) the International Data Transfer Addendum to the EEA SCCs issued by the United Kingdom Information Commissioner’s Office and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on February 2, 2022, as revised from time to time (“UK Addendum”).
1.9 “Subprocessor” means any third party appointed by or on behalf of LegalOn to process Customer Personal Data.
2.1. The parties acknowledge that, in respect of Customer Personal Data, Customer acts as the controller, and LegalOn acts as a processor (or subprocessor, if Customer itself is acting as a processor or subprocessor).
2.2 Customer is solely responsible for the accuracy, quality, and legality of (i) the Customer Personal Data provided to LegalOn by or on behalf of Customer, (ii) the means by which Customer acquired any such Customer Personal Data, and (iii) the instructions it provides to LegalOn regarding the processing of such Customer Personal Data. Customer shall ensure that the processing of Customer Personal Data in accordance with Customer’s instructions will not cause LegalOn to be in breach of Data Protection Laws.
2.3 LegalOn will not process Customer Personal Data except in accordance with Customer’s instructions or as required by Data Protection Laws. Customer instructs LegalOn to process Customer Personal Data as necessary (a) to provide the Services to Customer; and (b) to perform LegalOn’s obligations and exercise LegalOn’s rights under the Agreement, including to maintain records relating to the Service and comply with any legal obligations relating to the Service. Where LegalOn receives an instruction from Customer that, in its reasonable opinion, infringes Data Protection Laws, LegalOn will use commercially reasonable efforts to inform Customer.
2.4 Customer Personal Data provided or otherwise made available to LegalOn shall not contain any (a) Social Security numbers or other government-issued identification numbers; (b) protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; (c) health insurance information; (d) biometric information; (e) passwords to any online accounts; (f) credentials to any financial accounts; (g) tax return data; (h) any payment card information subject to the Payment Card Industry Data Security Standard; (i) Personal Data of children under 13 years of age; or (j) any other information that falls within any special categories of data (as defined in GDPR).
LegalOn will ensure that its Personnel are subject to a duty of confidentiality with respect to the Customer Personal Data and to comply with the data protection obligations applicable to LegalOn under this DPA.
4.1 Customer acknowledges and agrees that: (a) LegalOn’s Affiliates may be retained as Subprocessors; and (b) LegalOn and LegalOn’s Affiliates respectively may engage third-party Subprocessors in connection with the provision of the Services. As a condition to permitting a third-party Subprocessor to process Customer Personal Data, LegalOn or a LegalOn Affiliate will enter into a written agreement with each Subprocessor containing data protection obligations that provide substantially similar protection for Customer Personal Data as those in this DPA, to the extent applicable to the nature of the Services provided by such Sub-processor. LegalOn shall remain liable to Customer for the acts and omissions of LegalOn’s Subprocessors in respect of Customer Personal Data to the same extent LegalOn would be liable if performing such processing directly under the terms of this DPA.
4.2 A list of current Subprocessors as of the effective date of this DPA, including their functions and locations, is set forth at https://www.legalontech.com/subprocessors or such other website address as LegalOn may provide to Customer from time to time (the “Subprocessor List”). Customer acknowledges and agrees that LegalOn may utilize the Subprocessors listed on the Subprocessor List as of the effective date of this DPA.
4.3 LegalOn shall give Customer prior written notice of the appointment of any proposed new Subprocessor after the effective date of this DPA by updating the Subprocessor List or other written means, including reasonable details of the processing to be undertaken by the Subprocessor. If Customer does not object to such change of Subprocessors within ten days of receipt of that notice, Customer shall be deemed to have consented to such change. If, within ten days of receipt of that notice, Customer notifies LegalOn in writing of any objections to the proposed appointment on reasonable grounds relating to the protection of Customer Personal Data: (a) LegalOn shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, which avoids the use of that proposed Subprocessor; and (b) where such a change cannot be made and failing an amicable resolution between the parties (each acting reasonably and in good faith), Customer may by written notice to LegalOn with immediate effect terminate the Agreement to the extent that it relates to the Services that require the use of the proposed Subprocessor as its sole and exclusive remedy.
5.1 LegalOn shall implement and maintain technical and organizational measures reasonably designed to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, as described in Attachment 2 (the “Security Measures”). LegalOn may update the Security Measures from time to time, provided the updated measures do not materially decrease the overall protection of Customer Personal Data. Customer agrees that the Services, the Security Measures, and LegalOn’s commitments under this DPA are adequate to meet Customer’s needs, including with respect to any security obligations of Customer under Data Protection Laws, and provide a level of security appropriate to the risk in respect of the Customer Personal Data.
5.2 In the event of a Personal Data Breach, LegalOn shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as are necessary and reasonable to remediate such violation to the extent that remediation is within LegalOn’s reasonable control.
5.3 In the event of a Personal Data Breach, LegalOn shall, considering the nature of the processing and the information available to LegalOn, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under Data Protection Laws with respect to notifying (i) Regulatory Authorities and (ii) Data Subjects affected by such Personal Data Breach without undue delay. Customer is solely responsible for complying with notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breaches.
5.4 The obligations described in Sections 5.2 and 5.3 shall not apply if a Personal Data Breach results from the actions or omissions of Customer or its Personnel. LegalOn’s obligation to report or respond to a Personal Data Breach under this DPA will not be construed as an acknowledgement by LegalOn of any fault or liability with respect to the Personal Data Breach.
6.1 LegalOn shall, to the extent legally permitted, promptly notify Controller in writing of any complaints, questions or requests received from Data Subjects or Regulatory Authorities regarding the Customer Personal Data. LegalOn shall not respond to such requests without Controller's prior approval in writing. Considering the nature of the processing and to the extent reasonably possible, LegalOn shall provide Customer with commercially reasonable assistance in relation to handling any such request. To the extent Customer, in its use of the Services, does not have the ability to respond to requests from data subjects to exercise their rights under Data Protection Laws, LegalOn shall comply with any commercially reasonable request by Controller to facilitate such actions to the extent LegalOn is legally permitted to do so. Customer shall be responsible for any costs arising from LegalOn’s provision of such assistance.
6.2 Considering the nature of the processing and the information available to LegalOn and to Customer, LegalOn shall provide reasonable assistance to Customer, at Customer’s cost, with any data protection impact assessments and prior consultations with Regulatory Authorities which Customer reasonably considers to be required of it by Data Protection Laws, in each case solely in relation to processing of Customer Personal Data by LegalOn.
7.1 LegalOn may transfer Customer Personal Data to any country or territory, as reasonably necessary for the provision of the Services, consistent with this DPA. If LegalOn transfers Customer Personal Data that is protected by Data Protection Laws applicable to the European Union, the United Kingdom, and/or Switzerland, and such Customer Personal Data is transferred to a country that is not recognized by the European Commission (or, in the case of transfers from the UK, the competent United Kingdom regulatory authority or governmental body for the United Kingdom, and transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection under applicable Data Protection Laws, LegalOn will ensure that appropriate safeguards have been implemented for such transfer of Customer Personal Data in accordance with Data Protection Laws.
7.2 For a transfer of Customer Personal Data protected by the EU GDPR: (i) the EEA SCCs are hereby incorporated into this DPA; (ii) Customer shall be the ‘data exporter’ and LegalOn shall be the ‘data importer’; (iii) the optional Clause 7 of the EEA SCCs is hereby deleted; (iv) the optional language of Clause 11 of the EEA SCCs is hereby deleted; (v) for purposes of Clause 17 of the EEA SCCs, Option 2 is hereby selected and the governing law shall be the law of Ireland; (vi) Annex I of the EEA SCCs is hereby populated with the corresponding information set out in Attachment 1 of this DPA; (vii) Annex II of the EEA SCCs shall be populated with the Security Measures set out in Attachment 2 of this DPA; (viii) Customer’s rights of audit under the SCCs may be exercised as specified in Section 8 of this DPA.
7.3 For a transfer of Customer Personal Data protected by the UK GDPR: (i) the UK Addendum shall apply to the transfer and is hereby incorporated into this DPA; (ii) Table 1 of the UK Addendum shall be populated with the relevant information as set forth in the EEA SCCs incorporated into this DPA; (iii) Table 2 of the UK Addendum shall be populated with the selected modules and clauses of the EEA SCCs as identified in Section 7.2 of this DPA; (iv) Table 3 of the UK Addendum shall be populated with the relevant information from Attachment 1, Attachment 2, and Section 4 of this DPA; and (v) in Table 4, both the Importer and the Exporter may end the UK Addendum in accordance with the terms of the UK Addendum.
7.4 For a transfer of Customer Personal Data protected by the FADP, the EU SCCs shall apply as specified in section 7.2 above, except that: (i) the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner; (ii) references to "Member State" in the EU SCCs refer to Switzerland, and data subjects located in Switzerland may exercise and enforce their rights under the EU SCCs in Switzerland; and (iii) references to the "General Data Protection Regulation," "Regulation 2016/679," and "GDPR" in the EU SCCs refer to the Swiss FADP (as amended or replaced).
7.5 Pursuant to clause 9(a) of the SCCs and as set out in this DPA, LegalOn may engage third-party Subprocessors in connection with the provision of the Services. LegalOn will make available its then-current list of Subprocessors available to Customer in accordance with this DPA. The parties agree that copies of Subprocessor agreements that LegalOn must provide to Customer pursuant to clause 9(c) of the SCCs may have all commercial information, or clauses unrelated to the SCCs or their equivalent, removed by LegalOn beforehand; and, that such copies will be provided by LegalOn, in a manner to be determined in its discretion, only upon request by Customer. Any such agreements provided to the Customer in accordance with this section or the SCCs shall be considered the Confidential Information of LegalOn.
7.6 If the SCCs (or any alternative transfer mechanism utilized) cease to be a valid mechanism for transferring Customer Personal Data under Data Protection Laws, the parties shall work together in good faith to enter into an appropriate data transfer agreement or negotiate in good faith a solution to enable the transfer of Personal Data to be conducted in compliance with Data Protection Laws.
7.7 It is not the intention of Customer or LegalOn to contradict or restrict any of the provisions set forth in the EU SCCs and UK Addendum and, accordingly, if and to the extent the EU SCCs and/or UK Addendum conflict with any provisions of the Agreement, the EU SCCs and/or UK Addendum shall prevail to the extent of such conflict.
8.1 LegalOn uses external auditors to assess the adequacy of its security measures with respect to Customer Data. Such audits are performed at least once annually at LegalOn’s expense by independent third-party security professionals at LegalOn’s selection and result in the generation of a confidential audit report (“Audit Report”). Upon Customer’s written request, LegalOn will provide Customer with a copy of its latest Audit Report at no cost to Customer, up to once per year. Such Audit Reports will be LegalOn’s Confidential Information under the confidentiality provisions of the Agreement. Customer agrees that the Audit Reports will be used to satisfy any audit or inspection request by or on behalf of Customer in relation to Data Protection Laws, this DPA, and/or the Agreement.
8.2 To the extent that an Audit Report is not available, or where otherwise required by Applicable Data Protection Law or a Regulatory Authority, Customer may request, upon 30 days’ prior written notice and up to once per calendar year, to perform a review at its own expense, with a scope, dates, duration, auditor and any security and/or confidentiality controls to be mutually agreed, of relevant LegalOn policies and procedures governing LegalOn’s handling of Customer Personal Data in connection with the Services, for purposes of verifying LegalOn’s compliance with this DPA. This review will be conducted in a manner that does not compromise LegalOn’s confidentiality obligations to LegalOn’s other customers. Customer shall reimburse LegalOn for any time expended for any such audit at LegalOn’s then-current rates, which shall be made available to Customer upon request. All reimbursement rates shall be reasonable considering the resources expended by LegalOn.
8.3 Nothing in this DPA shall require LegalOn to furnish more information about its Subprocessors in connection with such audits than such Subprocessors make generally available to their customers.
9.1 This section 9 shall only apply to the extent Customer Personal Data is subject to the CCPA. For purposes of this Section 9, the terms “business purpose,” “commercial purpose,” “consumer,” “sell,” “service provider,” and “share” shall have the meanings set forth in the CCPA, and “Personal Information” shall mean Customer Personal Data that constitutes Personal Information governed by the CCPA.
9.2 With respect to any Personal Information, LegalOn is the service provider. LegalOn (i) acknowledges that Personal Information is disclosed by Customer only for limited and specified purposes described in the Agreement; (ii) shall comply with applicable obligations under the CCPA, and shall provide the same level of privacy protection to Personal Information as is required by the CCPA; (iii) shall notify Customer in writing of any determination made by LegalOn that it can no longer meet its obligations under the CCPA; and (iv) agrees that Customer has the right, upon notice, including pursuant to the preceding clause, to take reasonable and appropriate steps to stop and remediate use of Personal Information.
9.3 LegalOn shall not (i) sell or share any Personal Information; (ii) retain, use, or disclose any Personal Information for any purpose other than for the specific business purpose of providing the Services under and in accordance with the Agreement, including retaining, using, or disclosing Personal Information for a commercial purpose other than the business purpose of providing the Services or as otherwise permitted by the Agreement or applicable law; (iii) retain, use, or disclose the Personal Information outside of the direct business relationship between Customer and LegalOn; or (iv) combine Personal Information received pursuant to the Agreement with Personal Information (a) received from or behalf of another person or (b) or collected from LegalOn’s own interaction with any consumer to whom such Personal Information pertains, except as otherwise permitted under the Agreement or applicable law.
9.4 Customer agrees that LegalOn notifying Customer of Subprocessor engagements in accordance with this DPA shall satisfy LegalOn’s obligation under the CCPA to give notice of such engagements.
9.5 LegalOn and Customer acknowledge that LegalOn’s retention, use, and disclosure of Personal Information authorized by Customer’s instructions documented in the DPA are integral to the provision of the LegalOn Services and the business relationship between the parties.
10.1 This DPA is hereby incorporated into and forms part of the Agreement. This DPA amends, supersedes, and replaces any prior agreement between the parties related to data processing and/or the protection of Customer Personal Data.
10.2 This DPA shall remain in effect for as long as LegalOn processes Customer Personal Data on Customer’s behalf or until the termination of the Agreement (and all Customer Data has been returned or deleted in accordance with this DPA). Following completion of the Services, at Customer’s election, LegalOn will return or delete Customer Personal Data without undue delay, unless further storage of such Customer Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, LegalOn shall take measures to block such Customer Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule, or regulation) and shall continue to appropriately protect the Customer Personal Data remaining in its possession, custody, or control. The parties agree that the certification of deletion of Customer Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by LegalOn to Customer only upon Customer’s request. For clarity, LegalOn may continue to process information derived from Customer Data that has been deidentified, anonymized, and/or aggregated such that the data is no longer considered Personal Data under applicable Data Protection Laws and in a manner that does not identify individuals or Customer to improve LegalOn’s systems and services.
10.3 Notwithstanding anything to the contrary in the Agreement or this DPA, the liability of each party and each party’s Affiliates under this DPA shall be subject to the exclusions and limitations of liability set out in the Agreement. For the avoidance of doubt, LegalOn’s and its Affiliates’ total liability for all claims from Customer arising out of or related to the Agreement and this DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement.
10.4 In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; and (3) the Agreement.
Subject Matter: Provision of Services under the Agreement.
Nature and Purpose of Processing: LegalOn will process Customer Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. Processing activities include: storage and other processing necessary to provide, maintain and update the Services provided to Customer; to provide customer and technical support to Customer; and disclosures in accordance with the Agreement, including as compelled by law.
Duration of Processing: LegalOn will process Customer Personal Data for only as long as required (i) during the term of the Agreement and the period during which Customer is performing any transition assistance services; (ii) for LegalOn’s legitimate business needs; or (iii) by applicable law or regulation.
Categories of Data Subjects: Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects: Authorized users; Customer Personnel; and/or third parties with which Customer conducts business.
Categories of Personal Data: Categories of Personal Data are determined by the Customer in its sole discretion depending on its use of the Services and may include name, IP address, email address, phone number, address, occupation, and title.
Sensitive Data or Special Categories of Data: None.
As of the date of this DPA, LegalOn’s technical and organizational measures include the following.
1. Access Control: LegalOn restricts access to Customer Personal Data to employees with a defined need-to-know or a role requiring such access. LegalOn maintains user access controls that address timely provisioning and de-provisioning of user accounts.
2. Audit: LegalOn will maintain SOC 2 certification, or comparable certification, for the term of the Agreement. This certification will be renewed on an annual basis. Upon Customer’s request, LegalOn will provide a summary of its most recent SOC 2 report once every 12 months of the term of the Agreement.
3. Business Continuity: LegalOn maintains business continuity, backup, and disaster recovery plans (“BC/DR Plans”) in order to minimize the loss of service and comply with applicable law. The BC/DR Plans address threats to the Services and any dependencies, and have an established procedure for resuming access to, and use of, the Services. The BC/DR Plans are tested at regular intervals.
4. Change Control: LegalOn maintains policies and procedures for applying changes to the Services, including underlying infrastructure and system components, to ensure quality standards are being met. LegalOn undergoes a penetration test of its network and Services on an annual basis. Any vulnerabilities found during this testing will be remediated in accordance with LegalOn’s Technical Vulnerability Management policies and procedures, and will be assessed based on LegalOn’s Risk Management Policy. LegalOn regularly performs vulnerability scans of its network and any vulnerabilities found will be addressed in accordance with LegalOn’s Technical Vulnerability Management policies and procedures, and will be assessed based on LegalOn’s Risk Management Policy. Security patches are applied in accordance with LegalOn’s patching schedule. LegalOn maintains an environment for testing and development separate from the production environment.
5. Data Security: LegalOn maintains technical safeguards and other security measures to ensure the security and confidentiality of Customer Personal Data. LegalOn logically segregates Customer Personal Data in the production environment.
6. Encryption and Key Management: LegalOn maintains policies and procedures for the management of encryption mechanisms and cryptographic keys in LegalOn’s cryptosystem. LegalOn enlists encryption at rest and in transit between public networks, as applicable, according to industry-standard practice.
7. Governance and Risk Management: LegalOn maintains an information security program that is reviewed at least annually. LegalOn maintains a risk management program, with risk assessments conducted at least annually.
8. Administrative Controls: LegalOn conducts background verification checks on all personnel with access to Customer Personal Data. LegalOn employees are required to complete initial (at-hire) and annual security awareness training.
LegalOn may update or modify such Security Measures from time to time, provided that such updates and modifications do not materially decrease the overall security of the Services.