Master Subscription Agreement Terms and Conditions

 

These Master Subscription Agreement Terms and Conditions ("Terms and Conditions") govern use of the online, web-based applications and platform provided by iJurisTM, Inc.

 

By checking a box indicating acceptance or by using the Service, you agree to these Terms and Conditions on behalf of yourself and your employer and its Affiliates (defined below), effective upon acceptance. If you are agreeing to these Terms and Conditions on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its Affiliates to these Terms and Conditions, in which case, the terms "Customer," "You" or "Your" refer to both you and such entity and its Affiliates. If you do not have such authority or You do not agree with these Terms and Conditions, please do not accept them and You may not use the Service.

 

You may not access the Service without Our prior written consent if You are an iJuris competitor. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You represent that you are using the Service under your own or true employer's name, and not under a pseudonym, fictitious name or under an alias or similar false name, and that all information you have provided about yourself to Us is true and accurate and not falsified.


These Terms and Conditions were last updated on May 15, 2011.

 

1.      Definitions

 

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

 

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

 

"Order Form" means the document used to order the Service.

 

"Purchased Service" means the Service that is purchased, as distinguished from the Service provided pursuant to a free trial.

 

"Service" means the online, web-based applications and platform provided by iJuris.

 

"Third-Party Applications" means online, web-based applications and offline software products that interoperate with the Service but are provided by third parties, such as e-signature, document management systems, etc.

 

"Trial Service" means the Service that is provided pursuant to a free trial, as distinguished from the Service that is purchased.

 

"User Materials" means the online guides, instructions, demonstration and training materials for the Service, as updated from time to time.

 

"User" means an individual authorized by You to use the Service. Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business. Each of Your Users must be provided a unique log in ID and password. (You may not provide a log in ID and password to any of Our competitors).

 

"We," "Us" or "Our" means iJuris.

 

"You" or "Your" means you and the company or other legal entity for which you are accepting these Terms and Conditions, and Affiliates of that company or entity.

"Your Content" means all of the forms, documents, data and other information uploaded, created and generated by You or Your Users using the Service.

 

2.      Free Trial Service

 

We will make the Service available to You on a free trial basis until the earlier of (a) 60 days after You accept these Terms and Conditions or (b) the start date of any Purchased Service ordered by You ("Trial Period"). Please review the User Materials during the trial period so that You become familiar with the features and functions of the Service before You make Your purchase.

 

Please note that if You do not convert your Trial Service into a Purchased Service, you must download all of Your Content before the end of the Trial Period; after the Trial Period, You will no longer have access to the Service and Your Content.

NOTWITHSTANDING SECTION 8 (WARRANTIES AND DISCLAIMERS), DURING THE TRIAL PERIOD THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE IS BORNE BY YOU. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS AND CONDITIONS. NO USE OF THE SERVICE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

Additional trial terms and conditions may appear on the trial registration page.  Any such additional terms and conditions are incorporated into these Terms and Conditions by reference and are legally binding.

 

3.      Purchased Service

 

3.1.            Provision. We will make the Purchased Service available to You pursuant to these Terms and Conditions and the relevant Order Form on a month-to-month basis or if stated otherwise in the applicable Order Form during the specified subscription term ("Subscription Term").Order Forms are incorporated herein by reference; provided, however, any term in an Order Form that may conflict with or be inconsistent with these Terms and Conditions shall not apply and are superseded by these Terms and Conditions. You agree that Your purchases are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written statements made by Us regarding future functionality or features.

 

3.2.            User Subscriptions. Unless otherwise specified in the applicable Order Form: (a) the Service is purchased as monthly User subscriptions (each, a "Subscription") and may be accessed by an unlimited number of Your Users; (b) when You add a User to the Service, an additional Subscription will be added for such User at the same then-current per User fee as that for the pre-existing Subscriptions; and (c) the added User Subscriptions shall terminate on the same date as the pre-existing Subscriptions. The fee for each User Subscription starts on the first day of the calendar month after the User is given access to the Service and continues to apply for such User until the end of the calendar month during which the User's access to the Service ceases. User Subscriptions are for designated Users and may not be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service by removing the former User and adding the new User.

 

4.      Use of the Service

 

4.1.            Our Responsibilities. We will: (a) provide You with the initial "admin" log in ID and password; (b) provide basic support for the Purchased Service at no additional charge, and/or upgraded support if purchased separately; (c) use commercially reasonable efforts to make the Purchased Service available 24 hours a day, 7 days a week, except for: (1) planned downtime (of which We will give You at least 4 hours notice through the Service and which to the extent practicable We will schedule during the weekend hours from 9:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (2) any unavailability caused by a force majeure event as set forth in Section 13.4 below; and (d) provide the Purchased Service in accordance with applicable laws and government regulations.

 

4.2.            Your Responsibilities. Subject to these Terms and Conditions and during the applicable Subscription Term, We grant You and Your authorized Users the right to access and use the Service in accordance with these Terms and Conditions, the User Materials and applicable laws and government regulations. You will: (a) provide a unique log in ID and password for each of Your Users (but You may not provide a log in ID and password to any of Our competitors), and be responsible for each of Your Users use of the Service and compliance with these Terms and Conditions, and for the management, protection and termination of their log in IDs and passwords; (b) be solely responsible for the accuracy, quality, integrity and legality of Your Content and of the means by which You acquired Your Content; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Us promptly of any such unauthorized access or use; and (d) use the Service only in accordance with the User Materials and applicable laws and government regulations. You may not: (1) make the Service available to anyone other than Your authorized Users (but You are still responsible for any other users who access the Service through Your account); (2) use the Service to store or transmit Malicious Code, infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (3) reverse engineer the Service; (4) interfere with or disrupt the integrity or performance of the Service or third-party content or data contained therein; (5) attempt to gain unauthorized access to the Service or its related systems or networks; (6) create derivate works based on the Service; (7) copy, frame or mirror any part or content of the Service, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; or (9) access the Service to (A) build a competitive product or service, or (B) copy any features, functions, user interface or graphics of the Service. You may provide links to the Service, provided (i) that You do not remove or obscure, by framing or otherwise, Our proprietary rights notices, (ii) linked sites do not engage in illegal activities, and (ii) You discontinue providing links immediately upon request by Us.

 

4.3.            Third-Party Products and Services. We may interoperate with Third-Party Applications, and any use by You of third-party products or services, including without limitation to Third-Party Applications, and any exchange of content or data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, including without limitation Third-Party Applications.

 

4.4.            Hyperlinks. The Service may contain hyperlinks to websites operated by third parties. Such hyperlinks are provided for your reference only. We do not control such websites and we cannot be responsible for their products, services, practices or content. Our inclusion of hyperlinks to such websites does not imply any endorsement of such websites or their products, services, practices or content. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including websites which have a link on our website, is subject to that website's own rules and policies. Please read over those rules and policies before proceeding.

 

5.      Professional Services

 

5.1.            Professional Services. From time to time You may request from Us implementation, integration, consulting or other special services that We provide ("Professional Services") by providing Us with a reasonably detailed written description of Your needs or the functionality the You want developed, including results to be achieved and a timeline. You have no obligation to request, and We have no obligation to perform, Professional Services.

 

5.2.            Projects; SOWs; Deliverables. Our project manager will schedule a time to discuss Your request, and to begin assessing and scoping the project with You. Following the initial meeting(s), We will assess and scope the proposed engagement (each a "Project"), and then prepare a statement of work ("SOW") that specifies, among other things: (1) scope (i.e., "what is being developed"), (2) contact information, (3) logistics, (4) work estimate, including milestones/deliverables, expected resource requirements and estimated time, (5) Your resources and responsibilities, (6) deliverable schedule, and (7) fees. A separate SOW will be required for each Project. Each SOW will become subject to these Terms and Conditions when signed by both parties and, unless specified in the SOW, will expire upon completion of the Project. Our Project deliverables will be defined in the SOW ("Our Deliverables"), and We will deliver Our Deliverables in accordance with the schedule, destination, format, and acceptance criteria set forth in the SOW. Our project manager will provide Your project manager with notice of any delay in an Our Deliverables' delivery dates as far in advance of its scheduled due date as reasonably practicable. Each of Our Deliverables will be deemed accepted by You unless, within the acceptance period specified in the SOW, You reject Our Deliverable in a written notice to Us that specifies in reasonable detail the reason for the rejection. If You reject Our Deliverable, We will use commercially reasonable efforts to: (1) promptly correct Our Deliverable, or (2) if it is impracticable to promptly correct Our Deliverable, provide You with a written plan to correct Our Deliverable, including a schedule. If We disagree with Your rejection of Our Deliverable, Our project manager will immediately notify Your project manager and schedule a meeting to discuss and resolve the issue. If the project managers are unable to resolve the issue, then it will be referred to the parties' executives for resolution in accordance with Section 13.7 below.

 

5.3.            Your Deliverables. You and Your agents and vendors (if any) will provide Us at no charge and in a timely manner with all facilities, equipment, data, information, tools, software, documentation, materials, data or other information or resources, as well as access to and responses from their personnel, agents, and vendors ("Your Deliverables"), reasonably required by Us to provide the Professional Services under each SOW. You will ensure that You have all rights and consents necessary for Us to use Your Deliverables. You understand and acknowledge that Our performance of the Professional Services depends on You and Your agents and vendors (if any) providing Your Deliverables in a timely manner, and that any failure or delay will prevent or delay Our performance of the Professional Services. You are responsible for and assume the risk of any problems resulting from Your Deliverables.

 

5.4.            Changes. Some evolution of the specifications and SOW based on daily interaction between the parties is expected and minor changes that do not materially impact the SOW will not require a formal, written change order. However, any changes materially impacting the SOW (including scope, specifications, deliverables, schedule or fees) must be mutually agreed upon in writing before proceeding. The originator of the change must submit a written request setting forth the proposed change in reasonable detail to the other party's project manager, who in turn will review the request and respond within a reasonable period. Our project manager will document the change and obtain approval from both parties.

 

5.5.            SOW Termination. You may terminate an SOW upon prior written notice and payment of all amounts due for the Professional Services provided prior to the date of the notice plus twenty-five percent (25%) of the amount that would have been due for Professional Services had the Project been completed through the end of the SOW term. Upon termination, We will immediately cease performing the Professional Services.

 

6.      Confidentiality

 

6.1.            Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Content; Our Confidential Information shall include non-public aspects of and information about the Service; and Confidential Information of each party shall include the terms and conditions of all Order Forms, as well as non-public business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Content) shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

 

6.2.            Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a legal proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

 

6.3.            Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and Conditions, and (b) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and Conditions and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

 

7.      Your Content and Personally Identifiable Information

 

7.1.            Protection of Your Content and Personally Identifiable Information. We agree to treat all of Your Content and Your personally identifiable information ("PII") as Your Confidential Information, and not to use or disclose any of Your Content or PII to any third party that is not a User authorized by You without your authorization (which authorization may be obtained electronically via e-mail or form fill through the Service or on our website). We will limit access to Your Content and PII to only those employees and contractors who need such access solely for purposes consistent with these Terms and Conditions and who have signed confidentiality agreements containing protections no less stringent than those contained in these Terms and Conditions. We will maintain the confidentiality of all of Your Content and PII with at least the same degree of care that We use to protect Our own Confidential Information, but in no event less than reasonable care. Without limiting the above, We will maintain appropriate and industry standard administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Your Content and PII; provided however, You acknowledge that the internet is inhabited by many criminal and otherwise malicious persons who may attempt to hack into Our (or Our vendors') computer systems, and that despite Our efforts to maintain the security of Your Content, PII and Confidential Information, there is a risk that such people may be able to obtain copies of Your Content, PII or Confidential Information. You agree that We are not responsible to you for any disclosure or unauthorized access by any such third party of Your Content, PII or Confidential Information. We will not access or disclose Your Content and PII, except to the extent: (a) necessary to provide the Service or prevent or address service or technical problems; (b) upon Your request in connection with customer support; (c) compelled by law, subpoena or other legal process served on Us; (d) we reasonably believe that such action is necessary to protect and defend our rights and property or the safety of users of the Service; or (e) as expressly permitted by You. If We are compelled by law to disclose Your Content or PII, We will give You prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Your cost, if You contest the disclosure. If We are compelled by law to disclose Your Content as part of a legal proceeding to which You are a party, You will reimburse Us for Our reasonable cost of compiling and providing secure access to Your Content. Upon Your request, all of Your Content will be downloaded to Your systems or storage media specified by You. If You do not purchase the Service at the end of the Trial Period, We will remove all Your Content from Our systems and any system back-ups promptly after the end of the Trial Period and upon Your request, will certify to You that we have deleted or destroyed all copies of Your Content.

 

7.2.            Third-Party Applications and Your Content. If any Third-Party Applications are installed or enabled for use with the Service, You acknowledge that We may allow providers of those Third-Party Applications to access Your Content as required for the interoperation of such Third-Party Applications with the Service. We will not be responsible for any disclosure, modification or deletion of Your Content resulting from any such access by Third-Party Application providers.

 

8.      Fees and Payment for Purchased Services

 

8.1.            User Fees. You agree to pay all fees specified in all Order Forms. Unless otherwise specified in the applicable Order Form: (a) the monthly fee for each User starts on the first day of the calendar month after the User is given access to the Service and continues to apply for such User until the end of the calendar month during which the User's access to the Service ceases; (b) fees for Professional Services and payment schedules will be specified in the applicable SOW; (c) fees are payable in United States dollars; and (d) payment obligations are non-cancelable and fees paid are non-refundable. All fees are based on Our tallies of the number of Your Users using the Service.

 

8.2.            Invoicing and Payment. You will provide Us with valid and updated credit card or PayPal information, and You authorize Us to charge such credit card for the Service and any Professional Services provided on or about the first day of the calendar month following each month the Service and Professional Services are provided to You. If the Order From specifies a payment schedule for the Service User fees that is different from the standard payment cycle of monthly in arrears, then you authorize Us to charge such credit card for the Service for the initial Subscription Term and any renewal Subscription Term(s) as may be set forth in the applicable Order Form.  Such charges shall be made in advance in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in accordance with the relevant Order Form, and unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Service. Professional Service fees do not include materials or travel and living expenses. You agree to reimburse Us for such costs incurred by Us for materials, travel and living expenses pre-approved by You within thirty (30) days after We provide You with an invoice and accounting for such costs. At Your request, We will provide original receipts and documentation supporting such costs

 

8.3.            Overdue Charges. Any payments not received when due will accrue interest at the lower of one percent (1%) per month or the highest rate allowed by applicable law.  If any of Your payments are more than thirty (30) days past due (or 10 or more days past due in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting our rights and remedies, suspend our services and deny Your access to the Service until the overdue payments are paid in full. We shall be entitled to any and all costs and out-of-pocket expenses incurred by Us to collect payments, including without limitation, reasonable attorneys' fees and the fees of any collection agency retained by Us. We will not exercise Our rights under this Section if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

 

8.4.            Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including without limitation value-added, sales, use or withholding taxes, and similar fees assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You will be responsible for and reimburse Us for all Taxes (if any) imposed on the delivery of the Service, except for taxes based on Our net income, property or employees. If We have the legal obligation to pay or collect Taxes for which You are responsible, the appropriate amount will be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

 

9.      Warranties and Disclaimers

 

9.1.            Our Warranties. We warrant that (a) the Service shall perform materially in accordance with the User Materials, (b) the functionality of the Service will not be materially decreased during a Subscription Term, and (c) the Professional Services will be performed in a professional and workmanlike manner in accordance with industry standards and practices. We will use commercially reasonable efforts to correct any material non-conformance within thirty (30) days after We receive Your written notice that includes information sufficient to permit Us to recreate the non-conformance. If iJuris is unable to correct such non-conformance after using commercially reasonable efforts, iJuris's sole liability, and Customer's sole remedy shall be termination as provided in Section 10.3 (Termination for Breach) and Section 10.4 (Refund or Payment upon Termination).

 

9.2.            Mutual Warranties. Each party represents and warrants that (a) it has the legal power to enter into these Terms and Conditions, and (b) it will not transmit to the other party any Malicious Code.

 

9.3.            Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. You acknowledge that the Service and Professional Services are complex with a variety of dependencies, and as such, We cannot guarantee that the Service or Professional Services will be provided without error or interruption or accepted by any third party. Except as expressly stated in this Agreement, the Service is provided on an "as is" and "as available" "with all faults" basis. You acknowledge that the Service may contain bugs, errors, problems or other limitations.

 

10.  Term and Termination

 

10.1.        Term. These Terms and Conditions commence on the earlier of the date You accept them and continue until all User Subscriptions have expired or been terminated. If You elect to use the Service for a free Trial Period and do not purchase a Subscription or convert to a Purchased Service before the end of that period, these Terms and Conditions will terminate at the end of the free Trial Period.

 

10.2.        Term of Purchased User Subscriptions. User Subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue on a month-to-month basis or for the Subscription Term specified therein. Except as otherwise specified in the applicable Order Form, all User Subscriptions shall automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term. The per User fee during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.

 

10.3.        Termination for Breach. After complying with Section 15.7, either party may terminate this Agreement and all Order Forms in effect at the time effective thirty (30) days after written notice to the other party describing in reasonable detail the other party's material breach of this Agreement and demanding a cure, but only if such breach is not cured within such thirty (30) day period. This right to cure does not apply to payment obligations.

 

10.4.        Refund or Payment Upon Termination. Upon any termination by You for Our breach, We shall refund to You any prepaid fees covering the remainder of the Subscription Term of all Subscriptions after the effective date of termination. Upon any termination by Us for Your breach, You shall pay any unpaid fees covering the remainder of the Subscription Term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

 

10.5.        Return of Your Content. Upon Your request within 30 days after the effective date of termination, We will make available to You for download a file of Your Content in each item's native format. After such 30-day period, We will have no obligation to maintain or provide any of Your Content and shall thereafter, unless legally prohibited, delete all of Your Content in Our systems or otherwise in Our possession or under Our control.

 

10.6.        Surviving Provisions. All amounts due and Sections 1, 4.2, and 9.3-15 of these Terms and Conditions shall survive expiration or termination of these Terms and Conditions and shall continue to bind You and Us.

 

11.  Indemnification

 

11.1.        Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify You for any damages finally awarded against, and for reasonable attorney's fees incurred by, You in connection with any such Claim; provided, that You: (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim; and (c) provide to Us all reasonable assistance, at Our expense. We may not admit any liability on Your part without Your prior written consent. If Your use of the Service is subject to, or in Our reasonable opinion is likely to become subject to, any claim of misappropriation or infringement, or if infringement is found, then We may, at Our option and expense, either: (1) procure for You the right to continue to use the Service, or (2) replace or modify the Service so that it becomes non-infringing. If neither (1) nor (2) is commercially practicable, We may terminate the affected Order Forms and refund to You the portion of prepaid fees (if any) for Services not yet provided by Us. This provision states Your sole and exclusive remedy and Our sole and exclusive obligation with respect to intellectual property infringement or indemnification.

 

11.2.        Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Content, or Your use of the Service infringes or misappropriates the intellectual property rights of a third party, violates applicable law or has otherwise harmed such third party, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney's fees incurred by, Us in connection with any such Claim; provided, that We: (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim; and (c) provide to You all reasonable assistance, at Your expense. You agree to remove from the Service all of Your Content that is found to be infringing, and that if You fail to remove such content promptly, then We may do so. This provision states Our sole and exclusive remedy and Your sole and exclusive obligation with respect to intellectual property infringement or indemnification.

 

12.  Limitation of Liability

 

12.1.        Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY COSTS TO COVER, LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE). THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. WE ARE NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF YOUR CONTENT.

 

12.2.        Limitation of Liability. EXCEPT WITH RESPECT TO (1) YOUR PAYMENT OBLIGATIONS, (2) YOUR BREACH OF SECTION 4.2, (3) EITHER PARTY'S BREACH OF SECTION 6, AND (4) EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THE USE OF OR INABILITY TO USE THE SERVICE OR THESE TERMS AND CONDITIONS EXCEED THE TOTAL MONTHLY FEES ACTUALLY RECEIVED BY US FROM YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING ANY CLAIM; PROVIDED, HOWEVER, THAT EACH PARTY'S TOTAL LIABILITY UNDER AN SOW SHALL BE LIMITED TO THE TOTAL AMOUNT ACTUALLY RECEIVED BY US FROM YOU UNDER SUCH SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING ANY CLAIM..

 

12.3.        Applicability. THE ABOVE LIMITATIONS SHALL APPLY (A) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE); (B) WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (C) NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY; AND (D) CONSTITUTE AN ESSENTIAL PART OF THESE TERMS AND CONDITIONS.

 

13.  Proprietary Rights

 

13.1.        Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

 

13.2.        Ownership of Your Content. As between Us and You, You exclusively own all rights, title and interest in and to all of Your Content, including all related intellectual property rights. We will have no rights to Your Content unless you contribute Your Content to the Service pursuant to a separate contribution agreement.

 

13.3.        Feedback. We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the Service.

 

13.4.        Federal Government End Use Provisions. We provide the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in these Terms and Conditions. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

 

14.  iJuris Forms Library

 

14.1.        iJuris Forms. A library of forms, which are annotated with instructions and/or knowledge (each, an "iJuris Form" within the "iJuris Forms Library") is made available to You for free within the Service. You may copy an iJuris Form and its annotations into Your forms cabinet and use the iJuris Form; provided, however, before using an iJuris Form you must carefully read and tailor the iJuris Form and annotations to Your local law, circumstances, preferred language, formatting, etc. Information contained in or made available through the iJuris Forms Library is not intended to and does not constitute legal advice, recommendations, mediation or counseling under any circumstance. The iJuris Forms and annotations are not suitable for and may not be relied upon for legal advice or authority. You should not act or rely on any information in the iJuris Forms Library without reviewing the iJuris Form and annotations carefully and/or seeking the advice of a competent attorney licensed to practice in Your jurisdiction and experienced with Your particular transaction or issue. The iJuris Forms may during the passage of time become outdated because of the continuously changing law and legal systems. Furthermore, state laws may require deletion of certain provisions, different and/or additional provisions. You should consult with legal counsel expert in the areas of law covered by the applicable iJuris Form and/or a member of your local bar to determine the appropriate legal or business application for your particular needs. We are not responsible at all for any modifications that you make to the iJuris Forms or annotations after You copy them to Your own forms cabinet. We reserve the right in our sole discretion to add to, edit or delete any iJuris Forms at any time. Your use of the iJuris Forms Library and any iJuris Forms does not create an attorney-client relationship.

 

14.2.        Disclaimer.

iJuris Forms are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, current-ness, accuracy, and/or appropriateness. We do not represent or warrant that the information available on or through the iJuris Forms Library will be correct, accurate, timely or otherwise reliable. Your use of the iJuris Forms Library and any iJuris Form is entirely at your own risk.

AS A FREE SERVICE, THE iJuris FORMS ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITH "ALL FAULTS", AND WE AND ANY PROVIDER OF THE FORMS DISCLAIM ANY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS AND CONDITIONS. NO USE OF THE iJuris FORMS LIBRARY IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL iJuris OR ANY OTHER PROVIDER OF AN iJuris FORM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE iJuris FORMS LIBRARY OR THE USE OF OR INABILITY TO USE THE iJuris FORMS LIBRARY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

15.  General Provisions

 

15.1.        Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the foregoing, (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) You shall not permit Users to access or use the Service in violation of any U.S. export embargo, prohibition or restriction.

 

15.2.        Independent Parties. The parties are independent contractors. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

 

15.3.        No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms and Conditions.

 

15.4.        Force Majeure. Except with respect to payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including without limitation acts of nature, fire, acts of government, terrorism, civil unrest, strikes or other labor problems (other than those involving Our employees), the internet (including internet service provider failures or delays), third party website downtimes, and power failures.

 

15.5.        Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign Order Forms and these Terms and Conditions in their entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this Section shall be, at the non-assigning party's election, termination of these Terms and Conditions upon written notice to the assigning party. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

15.6.        Notices. Except as otherwise specified in these Terms and Conditions, all legal notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the third business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator or other person designated by You for Your Service account, and in the case of billing-related notices, to the relevant billing contact designated by You.

 

15.7.        Dispute Resolution. The Order Form, these Terms and Conditions and the agreement between You and Us shall be treated as though an agreement was executed and performed by You and Us in Santa Clara County, California, and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles). Any dispute or claim (other than a dispute or claim regarding violation of an intellectual property right or a confidentiality obligation) arising out of or in connection with the Service, an Order Form, or these Terms and Conditions must be instituted within one (1) year after the cause of action arose or be forever waived and barred, and shall be submitted to a mediator first, and if the dispute is not resolved, then to a single arbitrator in binding arbitration under the Commercial Arbitration Rules and Procedures of the American Arbitration Association. If the dispute is initiated by Us, then the arbitration shall take place where Your headquarters are located; if the dispute is initiated by You, then the arbitration shall take place where Our headquarters are located. Disputes or claims regarding violation of an intellectual property right or confidentiality obligation must be brought in any federal or state court of competent jurisdiction residing in the district or county where either Your or Our headquarters are located, and each party hereby submits and consents to such jurisdiction and venue. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms and Conditions.

 

15.8.        Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms and Conditions shall constitute a waiver of that right, nor shall a waiver of any breach or default of an Order Form or these Terms and Conditions constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

 

15.9.        Interpretation; Severability. The language in these Terms and Conditions shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting these Terms and Conditions. The headings in these Terms and Conditions are included for convenience only and shall neither affect the construction or interpretation of any provision of this Agreement nor affect any of the rights or obligations of the parties to this Agreement. If any provision of an Order Form or these Terms and Conditions is held unenforceable or contrary to law, then such provision will be modified to reflect the parties' intention and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in full force and effect.

 

15.10.    Entire Agreement. These Terms and Conditions and all Order Forms, including all exhibits and addenda thereto, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. Any modifications to an Order Form may only be made in a writing signed by authorized representatives of both parties. Any modifications of these Terms and Conditions by Us shall apply only to Services provided and to Order Forms entered into after the modification is made. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation shall be incorporated into or form any part of these Terms and Conditions, and all such terms or conditions are rejected and shall not apply.