LawDocsXpress, Inc. License Agreement
PLEASE READ CAREFULLY THIS LICENSE AND USER AGREEMENT ("AGREEMENT") BEFORE CLICKING THE ACCEPT BUTTON BELOW. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU ("LICENSEE" OR "YOU") AND LAWDOCSXPRESS, INC. ("LDX") GOVERNING YOUR USE OF THE LDX DOCUMENT DICTATION, PREPARATION, MANAGEMENT, STORAGE AND TRANSMISSION METHODS AND SYSTEM INCLUDING, WITHOUT LIMITATION, THE IMANAGE SOFTWARE AND THE LDX MANAGEMENT SYSTEM SOFTWARE (COLLECTIVELY, THE "LDX SYSTEM").
IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN INDIVIDUAL AND NOT ON BEHALF OF A BUSINESS OR ENTITY, YOU REPRESENT THAT YOU ARE EIGHTEEN (18) YEARS OLD OR OLDER. IF YOU ENTERING INTO THIS AGREEMENT AS AN INDIVIDUAL AND NOT ON BEHALF OF A BUSINESS OR ENTITY, THE TERMS "LICENSEE" or "YOU" SHALL HEREAFTER REFER TO YOU INDIVIDUALLY.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AND IN THE NAME OF YOUR BUSINESS OR FIRM INDICATED ON THE REGISTRATION FORM, YOU REPRESENT THAT YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY, THAT SUCH ENTITY AGREES TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, AND THAT IF SUCH ENTITY REQUIRES AGREEMENTS TO BE ENTERED INTO IN ANY MANNER OTHER THAN AS SUGGESTED BY THE AGREEMENT THAT YOU WILL PROMPTLY SEND TO US WRITTEN CONFIRMATION OF SUCH ENTITY'S ACCEPTANCE OF THE TERMS SET FORTH IN THE AGREEMENT IN THE MANNER REQUIRED BY THE ENTITY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AND IN THE NAME OF YOUR BUSINESS OR FIRM, THE TERMS "YOU" AND "LICENSEE" SHALL HEREAFTER REFER TO SUCH ENTITY.
LDX IS UNWILLING TO LICENSE YOUR USE OF THIS SITE AND THE LDX SYSTEM EXCEPT ON THE TERMS CONTAINED IN THIS AGREEMENT. YOUR USE OF THE LDX SYSTEM SHALL CONSTITUTE AN ACCEPTANCE BY YOU OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO AGREE TO THE TERMS OF THE AGREEMENT, PROCEED NO FURTHER WITH REGISTRATION.
THE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF LDX's OBLIGATIONS AND RESPONSIBILITIES TO YOU, AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF LDX RELATING TO THE SUBJECT. LDX RESERVES THE RIGHT TO MODIFY THIS AGREEMENT AND ANY POLICIES AFFECTING THE LDX SYSTEM AT ANY TIME. ANY SUCH MODIFICATION IS EFFECTIVE IMMEDIATELY UPON POSTING TO THE LDX WEBSITE OR DISTRIBUTION VIA ELECTRONIC MAIL OR CONVENTIONAL MAIL. YOUR CONTINUED USE OF THE LDX SYSTEM FOLLOWING NOTICE OF ANY MODIFICATION TO THIS AGREEMENT SHALL BE CONCLUSIVELY DEEMED AN ACCEPTANCE OF ALL SUCH MODIFICATION(S).
1. License. LDX grants you a non-exclusive, non-transferable, limited right to access, use and display the LDX System for your internal, in-house processing of your data in connection with your business or profession, provided that you fully comply with the terms and conditions of this Agreement. Access to the LDX System is permitted only for those users you indicate to LDX and for whom you are given passwords.
2. Proprietary Protection of LDX System. You acknowledge and agree that the LDX System and all materials thereon, including, without limitation, text, images, software, and all modifications and enhancements thereof (collectively "LDX Content") are proprietary products of LDX or its licensors protected under United States copyright, trade secret, and other intellectual property laws generally and that LDX is the owner or licensee of all right, title and interest in and to the LDX System. All rights in the LDX Content not expressly granted in this Agreement are reserved by LDX or its licensors. Without limiting the foregoing, you may not download, display, reproduce, create derivative works of, transmit, sell, distribute, disassemble, or reverse engineer the LDX Content or obtain possession of any source code or other technical material relating to the site software content or any portion thereof, except as otherwise provided in this Agreement; provided you may print a copy of the information on the LDX System for your personal use or records. You shall not remove, alter, or obscure any copyright notice(s) or proprietary legend(s) contained on the site or the LDX System or any displays or printed copies thereof.
3. Trademarks. LawDocsXpress and LawDocs are trademarks of LDX. All brand, product, service and process names listed on the LDX System are the trademarks of their respective owners. Reference to or use of a product, service, or process does not imply recommendation, approval, affiliation, or sponsorship of that product, service, or process by LDX.
4. Third Party Modules. Certain components of the LDX System may be indicated to be owned by third party vendors ("Third Party Modules"). The Third Party Modules are licensed to you directly from the third party vendors ("Vendors") and are subject to the terms and conditions of the end-user license and warranty agreements accompanying such Third Party Modules between you and the Vendor. All of your rights and remedies with respect to your order, license, purchase, possession, and use of the Third Party Modules are governed by such end-user agreements. LDX is not responsible for any Third Party Modules, and you agree that you shall have no right of recourse against LDX for any Third Party Modules. All recourse and remedy, if any, for the Third Party Modules shall be with the Vendors.
5. Term and Termination.
a. Term. Unless sooner terminated as provided herein, this Agreement shall commence on the date of acceptance of this Agreement by LDX. Acceptance shall be thirty (30) days from the first submission of work to LDX unless otherwise determined by mutual agreement of the parties. The term shall automatically renew thereafter for additional one (1) year terms without interruption at LDX's rates in effect at such time, unless either party has given notice to the other party at least thirty (30) days prior to the end of the then-current term of its intent not to renew this Agreement. In connection with such automatic renewal, LDX shall provide Licensee with notice of the new software usage fees for the subsequent term by sending e-mail notification to the Licensee. Unless Licensee provides written notice of termination to LDX at least twenty (20) days prior to the end of the then-current term, the Agreement shall be automatically renewed for an additional year for the fees quoted by LDX in such notice.
b. Suspension or Termination for Your Breach. If you breach any of the terms or conditions of this Agreement, LDX may, at its sole discretion, (a) suspend your access to the LDX System or any portion thereof or (b) terminate your access to the LDX System thereby terminating this Agreement. Whether or not a breach results in suspension or termination depends on several factors, including but not limited to the severity of the breach, the potential harm to other users or to LDX, and whether or not the breach is repeated or cured. If LDX suspends or terminates your right to access or use the LDX System, then LDX shall, within 24 hours, provide notice to you of such action. Suspension of your access does not relieve you from any payment obligations hereunder.
c. Effect of Termination. Upon termination of this Agreement for any reason, (a) you shall promptly satisfy any payment or other obligations due to LDX hereunder, (b) you shall immediately cease using the LDX System and your passwords shall automatically expire, (c) you shall return all copies of any LDX documentation or notes to LDX, (d) LDX shall promptly return to you in a transferable format the data input by or prepared/edited for you that is currently in the LDX System and (e) this sentence and Sections 2-4, 6-8, and 10-18 shall survive in full force and effect. Termination is in addition to all other legal or equitable remedies available to either party hereunder.
6. Service Fees.
a. Payment Terms. As indicated on the Registration Form, you agree to pay, using a valid credit card or debit card which LDX accepts or via ACH deposit, the software usage and document preparation fees set forth on the LDX Registration Form ("Service Fees"), applicable taxes, and other charges incurred on your account in order to access the LDX System and use LDX document preparation services for the term of this Agreement. By entering your credit or debit card information or agreeing in writing to use ACH deposits and entering into this Agreement you hereby authorize LDX to charge the credit or debit card account you indicated on the Registration Form for the appropriate software usage fees and any document preparation services used or you agree to pay into the bank account for which LDX provides you routing information for said fees and services. LDX reserves the right to change Service Fees, or to institute new fees at any time, upon reasonable notice in writing in advance. No refunds or credit will be granted for cancellations or other termination of service events that occur prior to the end of the then-current term of the software usage. LDX will send you a pre-billing e-mail notification alerting you of the current billing cycle for document preparation services and software renewals; however, LDX reserves the right to charge your credit or debit card after three days whether or not you have responded to the e-mail notification.
b. Overdue Amounts. Your account will be considered past due if your credit or debit card company refuses for any reason to pay the amount of Service Fees owed under the Agreement and that amount remains unpaid at the time the next payment is due. Your account will be considered past due if ACH payment is not received by the time the next payment is due. We will charge a late fee on past due accounts and any other fees and expenses not paid to us as provided under the Agreement at the rate of the lesser of one and one-half percent (1_%) per month or the maximum rate allowed by law commencing with the date payment was due.
c. Accuracy of Information. For purposes of identification and billing, you agree to provide LDX with accurate, current and complete information required by the Registration Form for the LDX System, including, without limitation, your legal name, address, telephone number(s), e-mail address, and applicable payment data (e.g. credit card number and expiration date) and to maintain and update this information to keep it accurate, current and complete. Failure to provide and maintain accurate, current and complete information may, at LDX's option, result in immediate suspension or termination of your right to use the LDX System.
d. Taxes. The fees and all other amounts due to LDX as set forth in this Agreement are net amounts to be received by LDX, exclusive of all taxes, duties, and assessments, including without limitation all sales, withholding, VAT, excise, ad valorem, and use taxes, (collectively, the "Taxes") and are not subject to offset or reduction because of any Taxes incurred by you or otherwise due as a result of this Agreement. You shall be responsible for and shall pay directly, any and all Taxes relating to the performance of this Agreement, provided that this paragraph shall not apply to taxes based solely on LDX's income.
e. Passwords. As part of the registration process for accessing the LDX System, you will provide or LDX will assign passwords. You are solely responsible for maintaining the confidentiality of any password used by you or your employees or agents to access the LDX System and agree that LDX will have no obligations with regard to the use by third parties of such passwords. You are entirely responsible for any and all activities which occur under your account and password. You agree to notify LDX Customer Services immediately if you have any reason to believe that the security of your account has been compromised. In the event of a breach of security, you will remain liable for any unauthorized use of your password or account until you notify LDX Customer Services of such breach of security. Should you forget your password, LDX will reset it for you; however, in order to protect the privacy of your data we will require that you make this request in writing on company letterhead or via company email. Once we receive this request we will contact you at the phone number identified as the primary contact for your company to verify the request. We cannot provide you with your password unless each step has been completed.
7. Confidentiality; Privacy and Security.
a. Confidentiality. During the course of performance of this Agreement, the parties may disclose to one another certain confidential information ("Confidential Information"). Each party shall hold such Confidential Information in confidence. Each Party shall not disclose such Confidential Information to any third party except as authorized herein or otherwise in writing by the parties, and shall use it only as allowed under this Agreement. At the conclusion of this Agreement, each Party shall either return the Confidential Information in your possession (including all copies) or shall, at LDX's direction, destroy the Confidential Information (including all copies). The term "Confidential Information" shall not include any information which: (a) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of yours, (b) you can demonstrate as already in your possession prior to disclosure hereunder or is subsequently disclosed to you with no obligation of confidentiality by a third party having the right to disclose it, or (c) is independently developed by you without reference to the Confidential Information. The obligations of confidentiality with respect to such Confidential Information deemed a trade secret under applicable law continue until such information ceases to be a trade secret under applicable law and with respect to all other Confidential Information continue for the term of this Agreement and three (3) years thereafter.
8. Conduct; Warranties.
a. Conduct. When using the LDX System, you agree (i) not to interrupt, or attempt to interrupt, the operation of the LDX System in any way; (ii) not to post or transmit to the LDX System any software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (iv) not to post or disseminate any obscene, indecent, pornographic, hateful, profane, sexually explicit, abusive, false or misleading, fraudulent, slanderous, libelous, defamatory, unlawful, tortious or otherwise objectionable material, at any time using the LDX System; and (v) comply with any reasonable rules or regulations relating to use of the LDX System posted on the LDX System. You will devote your best efforts to ensure that all your personnel and all other persons afforded access to the LDX System shall comply with the foregoing.
b. Warranties. You represent and warrant that: (i) you are the owner, valid licensee, or authorized user of all data provided to LDX under this Agreement from whatever source; and (ii) the use of your data by LDX as set forth in this Agreement will not infringe the copyrights, patents, trademarks, service marks, trade secrets or confidential information of any third party or constitute a defamation, invasion of privacy, or violation of any right of publicity or other third party right. LDX reserves the right to remove from the LDX System any materials of yours that are in violation of the warranty described above.
9. Uptime Commitment.
a. General. LDX shall use its best efforts to ensure that the LDX System will be made available to you twenty-four hours a day, seven days a week. Provided that you satisfy the hardware and communication requirements as set forth by LDX and otherwise comply with the terms of this Agreement, LDX guarantees that the LDX System will be available to you at least ninety-eight percent (98%) of the time during each month, excluding Excusable Downtime ("Uptime Commitment"). "Excusable Downtime" includes the following: (i) scheduled network, hardware or service maintenance and/or upgrades for which LDX shall use reasonably commercial efforts to provide at least twenty-four (24) hours advance notice; (ii) the acts or omissions of you or your employees, agents, or contractors, or anyone gaining access to the LDX System by means of your passwords or equipment; (iii) suspension of your use of the LDX System as permitted in this Agreement; (iv) a failure or problem associated with the Internet service provider, Internet connections, network components, computer hardware and third party software selected by you to access and use the LDX System; (v) a failure of the Internet and/or the public switched telephone network; or (vi) the occurrence of any event that is beyond LDX's control. The Uptime Commitment set forth above does not apply to any Third Party Modules.
b. Remedy. If LDX fails to satisfy the Uptime Commitment during a month when the Agreement is in effect, then LDX will credit to Licensee in the last month of the then-current term an amount equal to five percent (5%) of that month's monthly Service Fee for each full hour that the LDX System did not satisfy the Uptime Commitment during the applicable month; provided, however, such credit for failure to satisfy the Uptime Commitment during a month shall not exceed one-hundred percent (100%) of that month's monthly Service Fee. The foregoing credit shall be Licensee's sole and exclusive remedy for LDX's failure to comply with the Uptime Commitment.
c. Emergency Maintenance. In the event a mission critical maintenance situation arises, LDX may be required to perform emergency maintenance at any time. During these scheduled and emergency maintenance periods, you may be unable to transmit and receive data. You agree to cooperate with LDX during the scheduled and emergency maintenance periods.
10. System Requirements. You must have software, equipment and Internet access meeting the requirements set forth by LDX to access and use the LDX System. Acquiring, installing, maintaining and operating such equipment, software and Internet access and all costs and expenses associated therewith is solely your responsibility. LDX neither represents nor warrants that the LDX System or your LDX site will be accessible through any web browser release other than those web browser releases indicated by LDX.
11. Links to Other Sites. The LDX System may contain links and pointers to other sites on the Internet which may be maintained by third parties. Such links do not constitute an endorsement by LDX of any third-party site or any materials contained therein. You acknowledge that LDX does not control, and is not responsible for, the availability, accuracy, or currency of such third-party sites or any information, content, products or services accessible from such third-party sites. If you make purchases through third-party sites, you may be asked by the merchant or service provider from whom you are making the purchase to enter into a user agreement or to supply certain information, including credit card or other payment mechanism information. You agree not to hold LDX liable for any loss or damage of any sort incurred as a result of any such dealings with any merchant or service provider through any third-party site. You agree that all information you provide any merchant or service provider through the third-party site for purposes of making purchases will be accurate, complete and current and that protection of such information is not the responsibility of LDX. The merchants and service providers offering merchandise, information and services through third-party sites set their own prices and may change prices or institute new prices at any time. You agree to pay all charges incurred by users of your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You also will be responsible for paying any applicable taxes relating to purchases through third-party sites.
12. Indemnification. You hereby agree to indemnify, defend and hold harmless LDX from and against any and all claims, proceedings, damages, liability and costs (including reasonable attorneys fees) incurred by LDX in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth herein, (ii) any acts by you or materials or information posted or transmitted by you in connection with the LDX System regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. LDX reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without the written consent of LDX.
13. Disclaimer of Warranty. THE LDX SYSTEM (INCLUDING ALL LDX CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF) IS PROVIDED "AS IS". EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LDX MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, TITLE, SECURITY, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, LDX does not warrant that the LDX System will meet your requirements or expectations, that the LDX System will operate in the combinations which you may select for use, that the operation of the LDX System will be uninterrupted or error-free, or otherwise without deletion, defect, delay in operation or transmission, or computer virus.
14. Limitation on Liability. IN NO EVENT SHALL LDX OR ANY PROVIDER OF CONTENT OR SERVICES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR SIMILAR LOSSES) EVEN IF LDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF LDX TO YOU FOR ALL CLAIMS RELATED TO THE LDX SYSTEM, (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF) AND THIS AGREEMENT, WHETHER BASED IN CONTRACT, STRICT LIABILITY, TORT, NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID BY YOU TO LDX UNDER THIS AGREEMENT FOR THE LDX SYSTEM DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD. The foregoing limitations of liability shall not apply to situations if, and only to the extent that, such contractual limitations cannot under applicable laws limit in such situation the liability of LDX.
15. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the LDX System or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
16. Relationship. Licensee acknowledges and agrees that use of the LDX System (i) does not substitute for the independent professional judgment of Licensee, its partners, employees or agents, and (ii) is not intended to provide legal advice. Licensee also acknowledges and agrees that LDX is not engaged in the practice of law or the dissemination of legal advice. Nothing contained in this Agreement shall be construed as creating or deemed to create the relationship of employer and employee, a partnership, a joint venture, agency or other association between the parties or any of their respective affiliates, directors, officers, employees, agents or sub-agents.
17. Notices. Unless otherwise set forth herein, Notices by us to you shall be given by means of an e-mail to the e-mail address indicated in your on-line order or by a general posting on the LDX System. Notices by you to us will be given by e-mail to an address provided by LDX unless otherwise specified by us. Either party may change their designated e-mail address by providing notice to other party at its then-current e-mail address.
18. Miscellaneous. THIS AGREEMENT AND THE RELATIONSHIP BETWEEN YOU AND LDX SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. YOU AND LDX AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE COURTS LOCATED WITHIN THE STATE OF GEORGIA. The headings of sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. In the event that any portion of this Agreement is held unenforceable or invalid, the unenforceable or invalid portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. The parties acknowledge that a breach of this Agreement by Licensee shall result in irreparable harm to LDX and that LDX may apply to a court of competent jurisdiction for any appropriate equitable or injunctive relief, including, without limitation, preliminary and permanent injunctions and temporary restraining orders, without any requirement to post a bond. The remedies accorded LDX in this Agreement are cumulative and in addition to those provided by law. Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by the other party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.