License

Legistek End User License Agreement for Individual Users

IMPORTANT! Read this software License Agreement carefully. Your use of the computer software product you are downloading or about to use (the "Software") will be governed by this License Agreement. The Software is being licensed to you, and no other person or entity. The Software should only be installed or used by you on the condition you agree with Legistek Corporation ("Legistek") to the terms and conditions set forth in this Agreement. By installing or using the Software, you are representing to agree all the terms and conditions set forth in this Agreement. You should read this Agreement carefully before installing or using the Software. If you do not agree with the terms and conditions of this Agreement, you are not permitted to install or use the Software.

1. Relationship with Legistek

1.1 The Agreement

This is an agreement between the Licensee (“you”) and Legistek Corporation (“Legistek”). Your use of any of Legistek’s products, software, sample content materials, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Legistek under a separate written agreement, if any) is subject to the terms of this agreement.

1.2 Definition of the Universal Terms

Unless otherwise agreed in writing with Legistek, your agreement with Legistek will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.

1.3 Definition of Additional Terms of Service

Your agreement with Legistek may also include Additional Terms of Service and terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that particular Service.

1.4 Definition of Terms

The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Legistek in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

1.5 Precedence of Additional Terms

If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service only.

2. Acceptance of the Terms

2.1 Agreement to Terms

In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 Methods of Acceptance

You can accept the Terms by: (a) clicking to accept or agree to the Terms, where this option is made available to you by Legistek in the user interface for the Services; or (b) by actually using the Services. In this case, you understand and agree that Legistek will treat your use of the Services as acceptance of the Terms from that point onwards.

3. Provision of the Services

3.1 Change in Services

Legistek is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Legistek provides may change from time to time without prior notice to you.

3.2 Cessation of Services

As part of this continuing innovation, you acknowledge and agree that Legistek may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Legistek’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Legistek when you stop using the Services. Notwithstanding the foregoing, in the event that Legistek decides to terminate offering one or more of its paid Services, then, for at least six months thereafter, Legistek will not intentionally terminate your access to paid Services already subscribed to (including Software previously licensed to you, which you have installed and used pursuant to these Terms) as long as your subscription to those Services remains in good standing and you continue to adhere to all other terms and conditions of this Agreement.

3.3 Account Access

You acknowledge and agree that if Legistek disables access to your account due to non-payment, or for security reasons, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

3.4 Updates and Downloads

The software which you use may automatically download and install updates from time to time from Legistek. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Legistek to deliver these to you) as part of your use of the Services.

3.5 Online Authentication

Certain of the Services Legistek offers operate offline generally, but require that you authenticate your identity while online on a regular basis, both for security purposes and to ensure your access to the Services remains in compliance with these Terms. In the event that online authentication is required of a Service, but has not occurred, you will be provided sufficient notice of the eventual termination of your access to the Service to allow you to perform the required online authentication. In the event that you fail to provide such authentication within the required time, you understand and agree that your access to the Service may be suspended until such time as you perform the required online authentication.

4. Use of the Services

4.1 Permissions

You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.2 Interference

You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.3 Resale and Reproduction

Unless you have been specifically permitted to do so in a separate agreement with Legistek, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.4 Sole Responsibility for Any Breach

You agree that you are solely responsible for (and that Legistek has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Legistek may suffer) of any such breach.

5. Grant of License

5.1 Description of License

Legistek gives you a personal, worldwide, non-assignable, and non-exclusive license to install and use the software provided to you by Legistek as part of the Services (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Legistek, in the manner permitted by the Terms. The duration of this license shall extend through the latter of: (a) any trial or evaluation period granted to you, which shall be specified at or prior to the time you first use the Software; or (b) the termination of your paid subscription to the Services.

5.2 Use of Source Code

Subject to section 1.2, you may not (and you may not permit anyone else to) copy, modify, disassemble, adapt, translate, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Legistek, in writing.

5.3 Assignment of Rights

Subject to section 1.2, unless Legistek has given you specific written permission to do so, you may not assign, share, rent, lease, encumber, lend, or grant a sub-license of your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software, except as follows: if you are a partner or full time employee of a legal services provider or government agency, you may permit full time employees of your organization who, as a regular part of their employment, provide secretarial, clerical, or technical assistance to you, to access and use the Software in a manner that is incidental to supporting you in the provision of legal or related professional services. This provision is specifically intended to include, by way of example, secretaries and information technology (IT) support staff, but intended to exclude use by paralegals, associates, litigation support professionals, consultants, or any other individual for the purpose of substantive use of the Software.

5.4 Special Provisions for Free Trial or Prerelease Software

Certain Legistek software may be licensed to you on a free trial or prerelease basis (hereinafter “Preview Software”), which will be indicated when you acquire and use the Software. You understand and agree that Preview Software is provided to you for the sole purpose of allowing you to evaluate the software for personal or business use. Legistek has no obligation to provide you any particular service in connection with Preview Software. You understand and agree that Preview Software is subject to change and, in the case of prerelease software, may contain errors or malfunction. Legistek shall not in any circumstances be liable for your use or inability to use Preview Software. By acquiring and using Preview Software, you further represent and warrant that you are not employed by or affiliated with any professional software developer, and are using the Preview Software solely for the purpose of personally evaluating whether to purchase a commercial license, and are not acquiring the software or a trial account on behalf of any other person. Legistek may, at its sole discretion, disable or delete trial accounts that appear to have been created in violation of these terms.

5.5 Special Provisions for Software Designated as Beta

Certain Legistek software may be licensed to you for purposes of “beta” testing (hereinafter “Beta Software”) which will be indicated when you acquire and use the Services. You understand and agree that Beta Software is pre-general public release and is provided to you for the purpose of testing the Services and assisting Legistek in completing and quality checking the Services, and may not function as advertised or intended, contain errors, or malfunction. Legistek shall not in any circumstances be liable for your use or inability to use Beta Software. By acquiring and using Beta Software, you further represent and warrant that you are not employed by or affiliated with any professional software developer, and are using the Beta Software solely for the purpose intended herein. You further agree to keep information you acquire about the Services solely by virtue of your use of the Beta Software confidential and proprietary until such time as the information has become publicly available through other channels. You further agree to take reasonable steps to inform Legistek of errors, bugs, complaints, or concerns regarding the Beta Software, and upon request to provide reasonable assistance to Legistek in identifying the root cause of any such issues.

6. Proprietary Rights

6.1 Acknowledgment of Legistek’s Rights

You acknowledge and agree that Legistek owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). There is no transfer to you of any title to or ownership of the Software and this Agreement shall not be construed as a sale of any rights in the Software. The Software is protected by U.S. Copyright Law and international copyright treaties, as well as other intellectual property laws and treaties.

6.2 Use of Legistek’s Brand

Unless you have agreed otherwise in writing with Legistek, nothing in the Terms gives you a right to use any of Legistek’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, except as incidental to your use of the Software.

6.3 Treatment of Rights Notices

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.

6.4 Use of Trademarks

Unless you have been expressly authorized to do so in writing by Legistek, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

7. Content in the Services

7.1 Definition of Content

You understand that all information (such as data files, text, audio, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.”

7.2 Responsibility for Created Content

You agree that you are solely responsible for (and that Legistek has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Legistek may suffer) by doing so.

7.3 Legistek’s Rights to Your Content

Legistek acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you use, transmit, or display on or through the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Legistek, you agree that you are responsible for protecting and enforcing those rights and that Legistek has no obligation to do so on your behalf.

8. Termination

8.1 Duration of Terms

The Terms will continue to apply until terminated by either you or Legistek as set out below.

8.2 Legistek’s Termination of the Agreement

Legistek may at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) Legistek is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) a partner with whom Legistek offered the Services to you has terminated its relationship with Legistek or ceased to offer the Services to you or to Legistek; or

(D) Legistek is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(E) the provision of the Services to you by Legistek is, in Legistek’s opinion, no longer commercially viable.

8.3 Legistek’s Rights Under Section 3 (Provision of the Services)

Nothing in this Section shall affect Legistek’s rights regarding provision of Services under Section 3 of the Terms.

8.4 Rights Unaffected by Termination

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Legistek have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

8.5 Destruction of Copies

When these Terms come to an end, you agree to destroy all copies of the Software.

9. EXCLUSION OF WARRANTIES

9.1 Liability Limited to Maximum Extent of Law

NOTHING IN THESE TERMS, INCLUDING SECTIONS 9 AND 10, SHALL EXCLUDE OR LIMIT LEGISTEK’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.2 Risk of Use

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”

9.3 Disclaimer of Warranties

IN PARTICULAR, AND NOTWITHSTANDING LEGISTEK’S COMMITMENT TO PROVIDE THE HIGHEST QUALITY SOFTWARE AND SERVICES, LEGISTEK, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT LEGALLY REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES OR THE PERFORMANCE OF THE SERVICES OR THE RESULTS OBTAINED BY USING THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS,

(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, COMPLETELY SECURE OR COMPLETELY FREE FROM ERROR,

(C) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED, OR

(D) DATA CREATED OR STORED BY YOU USING THE SERVICES WILL BE COMPLETELY SECURE FROM UNAUTHORIZED ACCESS.

9.4 Material Used with Services

USE OF ANY MATERIAL, CONTENT, OR SOFTWARE WITH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

9.5 No Warranty from Communications with Legistek

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LEGISTEK OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

9.6 Disclaimer of Express or Implied Warranties

LEGISTEK FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS OF ANY KIND (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

10. LIMITATION OF LIABILITY

10.1 Disclaimer of Liabilities

SUBJECT TO THE OVERALL PROVISION IN PARAGRAPH 9.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT LEGISTEK, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT OR SAVINGS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, THIRD-PARTY CLAIM, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY CHANGES WHICH LEGISTEK MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(III) YOUR FAILURE TO PROVIDE LEGISTEK WITH ACCURATE ACCOUNT INFORMATION;

(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

10.2 Awareness of Possibility of Losses

THE LIMITATIONS ON LEGISTEK’S LIABILITY TO YOU IN PARAGRAPH 10.1 ABOVE SHALL APPLY WHETHER OR NOT LEGISTEK HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

10.3 Limitation on Damages

IN NO EVENT SHALL LEGISTEK’S MONETARY LIABILITY TO YOU ARISING FROM OR IN ANY WAY CONNECTED TO YOUR USE OF THE SOFTWARE EXCEED THE SUM TOTAL OF ALL MONIES PAID BY YOU TO LEGISTEK FOR THE SERVICES.

 

11. External Sources

11.1 Links

The Services may include hyperlinks to other web sites or content or resources. Legistek may have no control over any web sites or resources which are provided by companies or persons other than Legistek.

11.2 Legistek Not Responsible for External Sources

You acknowledge and agree that Legistek is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

11.3 Legistek Not Liable for Losses Incurred by External Sources

You acknowledge and agree that Legistek is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

12. General Legal Terms

12.1 Other Services

Sometimes when you use the Services, you may (as a result of, or in connection with your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

12.2 The Terms Constitute the Entire Agreement

The Terms constitute the entire and exclusive legal agreement between you and Legistek and govern your use of the Services and completely replaces and supersedes any prior agreements or understandings between you and Legistek in relation to the Services.

12.3 Notices

You agree that Legistek may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services, for as long as your subscription to the Services remains active.

12.4 Reservation of Legistek’s Rights and Remedies

You agree that if Legistek does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Legistek has the benefit of under any applicable law), this will not be taken to be a formal waiver of Legistek’s rights and that those rights or remedies will still be available to Legistek.

12.5 Severability of Provisions

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

12.6 Subsidiary Rights

You acknowledge and agree that each member of the group of companies of which Legistek is or later becomes a parent, child, or sister entity shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) Legistek. Other than this, no other person or company shall be third party beneficiaries to the Terms.

12.7 Binding Arbitration; Illinois Law, Jurisdiction and Venue

The Terms, and your relationship with Legistek under the Terms, shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. You and Legistek agree to submit any dispute arising under these Terms, or in any way relating to the Services or your use of or inability to use the Services (hereinafter “Claims”), to binding arbitration, according to the rules of the American Arbitration Association (“AAA”), including specifically the AAA appellate rules. Arbitration shall proceed solely on an individual basis without the right for any Claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator's authority to resolve and make written awards is limited to Claims between you and Legistek alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Unless another venue is required by AAA rules, the arbitration shall take place in Chicago, Illinois, or the city and state in which Legistek’s headquarters is located at the time of the filing of the arbitration action, if not Chicago, Illinois. Notwithstanding the foregoing, you agree that Legistek shall still be allowed to apply for injunctive remedies (or an equivalent type of emergency equitable relief) in any jurisdiction permitted by law.

12.8 Availability of Description of Changes to the Terms

Legistek may make changes to these Terms from time to time. When these changes are made, Legistek will make a new copy of these Terms available at http://www.legistek.com, and any new Terms will be made available to you from within, or through, the affected Services.

12.9 Acceptance of Changes to the Terms

You understand and agree that if you use the Services after the date on which these Terms have changed, Legistek will treat your use as acceptance of the updated Terms. If you do not agree to any updated Terms, you should promptly notify Legistek, in which case, Legistek, at its sole option, may either: (i) permit you to continue using the Services under previously agreed terms until your current subscription to the Services expires; or (ii) refund the pro rata share of previously paid fees for the unused portion of your subscription and terminate your subscription and access to the Services.

13. Privacy

13.1 Data Protection Practices

For information about Legistek’s data protection practices, please read Legistek’s privacy policy at http://www.legistek.com/legal/privacy.html. This policy explains how Legistek treats your personal information, and protects your privacy, when you use the Services.

13.2 Compliance with Privacy Policies

You agree to the use of your data in accordance with Legistek’s privacy policies.