Lawprocess | Terms of Service

Terms of Use

Last Updated :June 12th, 2021

BY USING THE SERVICES OR SITE IN ANY WAY, YOU HEREBY AGREE TO THESE TERMS OF USE AND LAWPROCESS PRIVACY POLICY, AVAILABLE AT: https://lwaprocess.io/privacy

These Terms of Use ("Terms", "Terms of Service") govern your relationship with https://lawprocess.io/ website (the "Service") operated by Lawprocess Technology Inc. ("Lawprocess","us", "we", or "our"). THESE TERMS OF USE APPLY TO ANYONE WITH WHOM LAWPROCESS HAS EXECUTED AN ORDER FORM THAT INCORPORATES THESE TERMS, AS WELL AS ALL END USERS WHO ACCESS THE SERVICE ON BEHALF OF SUCH CUSTOMER. Please read these Terms of Service carefully before using the Service. Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the service.

BY USING THE SERVICES OR SITE IN ANY WAY, YOU HEREBY AGREE TO THESE TERMS OF USE AND LAWPROCESS PRIVACY POLICY, AVAILABLE AT: https://laprocess.io/privacy

1.Definitions

"Subscription" means some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle").

"Account" means an account enabling a person to access and use the Hosted Services[, including both administrator accounts and user accounts];

"Provision" means any agreement, circumstance, clause, condition, covenant, fact, objective, qualification, restriction, recital, reservation, representation, term, warranty, or other stipulation in this Agreement or an Exhibit or by Law that defines or otherwise controls, establishes, or limits the performance required or agreed by any Party hereto. All Provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.

“Agreement” or “Terms of Use" or "Terms of Service means these Terms of Use and Terms of Service and the Order Form.

“Channel” means the communication or messaging channel(s) specified in the Order Form.

"Customer" means the customer indicated on the Order Form.

"Customer Confidential Information" means:
(a) any information disclosed by [or on behalf of ]the Customer to the Provider [during the Term] OR [at any time before the termination of this Agreement] (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked[ or described] as "confidential"; or
(ii) should have been reasonably understood by the Provider to be confidential; an
(b) [the Customer Data];

"Customer Data" means [all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files)];

"Customer Personal Data" [means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement][, but excluding [data] with respect to which the Provider is a data controller];

“End User” means end users of Customer who access the Services through the Channels.

“End User Data” means any data relating to End Users which Customer receives, procures, gathers, stores, processes or has access to, which may include Personal Information.

"Documentation" means [the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer];

"Effective Date" means [the date of execution of this Agreement];

"Hosted Services" means [name of hosted services][, as specified [in the Hosted Services Specification],] which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;

“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents and inventions; (b) trade-marks; (c) Internet domain names, whether or not trade-marks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.;

“Personal Information” shall have the meaning as set out in Lawprocess’s Privacy Policy, which is available at: https://lawprocess.io/privacy

"Platform" means [the platform managed by the Provider and used by the Provider to provide the Hosted Services][, including [the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed];

“Order Form” means either (a) an online form submitted through the Site subscribing for the Services (which may be available from time to time); or (b) a form signed by Customer and Lawprocess subscribing for the Services, in each case which incorporate these Terms of Use.

”Software Service API” means the API that enables the access to End User Data held by Services by the Services.

”Profesional Services” means the support and services set out in the applicable Order Form (if any);

2.License

2.1License Grant. The Services are protected by copyright, trade secret, and other Intellectual Property Rights laws. Lawprocess grants You a limited, non-exclusive, non-transferable right and license to use the Services and Software Service API during the Term set out in any Order From submitted by Customer and accepted by Lawprocess in accordance with the terms and conditions of this Terms of Use and such Order Form. You shall not have a right to use the Services in the absence of an agreed and executed Order Form. Except for rights expressly granted to You hereunder, Lawprocess reserves all other rights, title and interest in and to the Services and the underlying technology and Intellectual Property Rights used to provide the Services. Customer acknowledges that only Lawprocess shall have the right to maintain, enhance or otherwise modify the Services and Lawprocess technology unless specific permissions are granted to Customer in a separate agreement with Lawprocess.

2.2. Services Restrictions. You shall use the Services solely as contemplated in this Terms of Use and shall not directly or indirectly license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or, save as expressly permitted by this Terms of Use, otherwise make the Services available to any third party including making the Services available through any file-sharing method or any application hosting service. You shall not, except to the extent expressly agreed upon in writing by Lawprocess with Customer:

modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on Lawprocess technology except to the extent expressly agreed upon in writing by Lawprocess with Customer or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary;
circumvent any user limits or other use restrictions that are built into the Services;
remove any proprietary notices, labels, or marks from the Services or Lawprocess technology;
access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Services; or
use the Services in a manner that:

Infringes or violates the Intellectual Property Rights or any other rights of anyone else (including Lawprocess);
Violates any law or regulation, including any applicable export control laws;
Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
Attempts, in any manner, to obtain the password, account, or other security information from any other user;
Violates the security of any computer network, or cracks any passwords or security encryption codes; or
Runs any form of auto-responder or "spam" on the Services, or any processes that run or are activated while Customer are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure).

2.3. Third Party Software. The technology underlying the Services may incorporate and embed software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Services falls under the scope of this Terms of Use. Such third party software is licensed; not sold and will be provided to Customer on the license terms of this Agreement unless additional or separate license terms apply as indicated at the time of account access.

3.Services

3.1. Services. During the Term and subject to there being an Order Form in place between Customer and Lawprocess shall provide the following services (“Professional Services”) to Customer in accordance with and subject to the terms and conditions set forth in this Terms of Use and the applicable Order Form:

Customer-branded Form and Surveys; and
Such other related services as may be expressly agreed between Customer and Lawprocess from time to time as set out in the Order Form or subsequent Order Forms.

3.2. Support Services. If so specified in the Order Form, during the Term Lawprocess shall provide the Support Services to Customer in accordance with and subject to the terms and conditions set forth in this Terms of Use.

3.3. Restrictions. Without limiting any other provision of this Terms of Use, Customer agrees that Customer will not (and will not allow any third party to), either directly or indirectly:

disseminate, market, license, sublicense, let, rent, give somebody the loan of, or sub-authorize any element of the Software Service API to any third party save as otherwise expressly provided in this Terms of Use;
reverse engineer, decrypt, decompile, decode, disassemble, or in any other way try to procure the human decipherable form of the Services; undertake any benchmark trials using all or any part of the Software Service API; remove any copyright notices, ownership labels or classified legends placed upon or found within the Services; or
indulge in any action with the Software Service API that meddles with, disturbs, destroys, or accesses in an unlawful way the server networks, connections, records, or other assets and tools or services of Lawprocess or any related third party.

3.4. End User Data Terms. To the extent the Services collect, procure, gather, store, process or have access to any End User Data, Customer is solely responsible for obtaining the requisite permission from End Users for use of their End User Data in connection with the Services.

3.5. Accuracy of End User Data. Lawprocess does not represent, warrant or undertake that the End User Data available through the Services will at all times be accurate, error-free, up-to-date or complete.

4.Updates

4.1. Services Updates. Lawprocess will inform Customer of any planned material changes or upgrades to its Software Service API or Services by sending an email notification at least thirty (30) days prior to the changes coming into effect. In case of any emergency, unplanned modifications or updates, or a minor change to its Software Service API or Services, LAwprocess will send Customer a notification by email as soon as time permits informing Customer of the date when such changes or updates become effective. In the event of a discontinuation of any service, any pre-paid software service fees in respect of such discontinued service will be refunded on a prorated basis.

5.Proprietary Rights

5.1. Reservation of Rights. All right, title and interest in and to the Services (including without limitation the Software Service API), including all Intellectual Property Rights therein are and will remain with Lawprocess and its licensors. Customer acknowledges and agrees that it has no right, license or authorization with respect to any of the Services (including any Intellectual Property Rights therein) except as expressly set forth in this Terms of Use. All other rights in and to the Services are expressly reserved by Lawprocess and its licensors.

5.2. Feedback. Lawprocess may freely use any suggestions, feedback or ideas You may provide. By providing any feedback to Lawprocess, You grants Lawprocess a perpetual, worldwide, fully transferable, sublicensable, non-revocable, royalty free, license to use the feedback that You provides. Lawprocess may put any provided feedback in various uses that may include but not limited to modifying and improving the Services, Lawprocess’s other current and future services/products, services advertising or marketing materials without any payment or other further obligation to You.

5.3. Content Responsibilities. Customer is responsible for any and all content provided hereunder and for compliance with this Terms of Use including obtaining all necessary licenses, permissions and consents to enable all material comprising Customer Data to be made available to Lawprocess for Lawprocess to transmit, host and store. For greater certainty, Customer shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and notify Lawprocess promptly of any such unauthorized access or use; and (c) informing Lawporcess of any applicable data protection laws. If Customer will be using the Services to process Personal Information of residents of the European Economic Area, Customer shall notify Lwprocess and enter into any further data processing agreements required by applicable laws.

5.4. Customer Data As between Customer and Lawprocess, Customer owns and retains ownership of Customer content that Customer provides, stores or processes through the Services including End User Data and any other Personal Information Customer provides about Customer’s End Users (“Customer Data”). You hereby grant Lawprocess a worldwide, royalty-free, and non-exclusive license to access Customer Data in order to: (a) provide the Services; (b) create Pattern Data; and (c) otherwise use anonymized Customer Data (including without limitation the content of End User interactions with Customer through Services) for the purpose of improving the Services. Together with Section 5.2, the licenses granted to Lawprocess by You constitute the “Content License”).

5.5. Customer Data Export. Upon request by Customer during the Term, Laprocesss shall provide Customer with a copy of the Customer Data.

5.6. Publicity. During the Term, Lawporcess may refer to Customer (including Customer’s logos) publicly as a customer of Lawprocess, including on its website and in other marketing materials.

6.Price and Payment

6.1. Services Fees. The fees for Services, Support Services and any additional services ordered by Customer are those fees as described in the Order Form. Additional products and services, including premium features, which are not listed in the Order Form, may be subject to additional fees.

6.2. Invoices and payment. Invoices will be sent and payment will be due in accordance with the terms of the Order Form. Unless otherwise stated in the Order Form, invoice billing and payment shall be monthly.

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Lawprocess with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Lawprocess Technology Inc. to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Lawprocess Technology Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

6.3 Taxes. Unless otherwise stated, Lawprocess fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases pursuant to this Agreement, excluding taxes based on Lawprocess’s net income or property. If Lawprocess has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Lawprocess with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.4 Suspension of Services. If Customer’s account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Lawprocess reserves the right to suspend the Services provided to Customer, without liability to Customer, until such amounts are paid in full.

6.5.Fee Change Lawprocess in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Lawprocess will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

6.6. Refunds Except when required by law, paid Subscription fees are non-refundable

7. Availability, Security, and Stability

7.1. Availability. Lawprocess shall: (a) make commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data; and (b) use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (i) planned downtime (of which Lawprocess shall , unless circumstances otherwise require, give at least eight (8) hours’ notice via the Services and which Lawprocess shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. Eastern Standard Time Friday to 3:00 a.m. Eastern Standard Time Monday); or (ii) any unavailability caused by circumstances beyond Lawprocess reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Laprocess employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Lawporcess possession or reasonable control, and denial of service attacks.

7.2. Temporary Suspension: It is in the best interests of both parties that Lawprocess maintain a secure and stable environment. In the event of degradation or instability of the Software Service API or an emergency, Lawprocess may, in its sole discretion, temporarily suspend Customer's access to the Software Service API or Services provided under this Terms of Use, provided Lawprocess shall provide notice to Customer where practicable. Lawprocess shall have no responsibility or liability for any liabilities, losses, lost profits, potential lost business opportunities or damages that might arise in relation to Lawprocess suspension of access to the Software Service API or Services provided under this Terms of Use.

7.3. Performance: The Services depend on Internet availability, including networks, cabling facilities and equipment that is not in Lawprocess control. Accordingly:

notwithstanding anything to the contrary in the Terms of Use and without limiting any other provision of these Terms of Use, any representation made by Lawprocess regarding access, performance, speed, reliability, availability, use or consistency of the Services is based on a commercially reasonable effort basis; and
no guarantee is given in respect of any minimum level regarding such access, performance, speed, reliability, availability, use or consistency of the Software Service API or Services in respect of Internet availability, including networks, cabling facilities and equipment that is not in Lawprocess’s control, but Lawprocess agrees it will use commercially reasonable efforts to restore such availability where it is within its power to do so.

8. Confidentiality

8.1. Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “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, including the terms and conditions of this Agreement, the Customer Data, the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.

8.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Notwithstanding the foregoing, Lawprocess may: disclose this Agreement to its actual and prospective investors, advisors and partners.

8.3. Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

8.4. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with 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.

8.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

9. Terms and Termination

9.1. Term. These Terms of Use come into effect on the Contract Date set out in the Order Form for an initial period (“Initial Term”) set out in the Order Form. If no Initial Term is specified, then the Initial Term shall be three (3) months.

9.2. Renewal. Unless otherwise specified in an Order Form, these Terms of Use will automatically renew for additional one (1) month term on (each a “Renewal Term”) unless Customer provides at least thirty (30) days’ written notice to Lawprocess, prior to a new Renewal Term starting, stating its intention not to renew the Agreement.

9.3. Termination. Either party may terminate this Terms of Use immediately on written notice if the other:

Commits a material breach of this Terms of Use, which is capable of remedy, and the party in breach fails to remedy the breach within thirty (30) days of written notice from the other party;
Commits a material breach of this Terms of Use which cannot be remedied;
Is repeatedly in breach of this Terms of Use and has been given prior notice in writing that a further breach of this Terms of Use will result in its termination;
Is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if it goes into either voluntary (other than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs; or
Is unable, as a result of Force Majeure or for any other reason, to comply with a material portion of this Terms of Use for a continuous period of not less than sixty (60) days.

9.4. Suspension or Termination in Emergency. Lawprocess shall have right to suspend or terminate this Terms of Use immediately in the event of an emergency, suspected fraud, enforcement by external authorities or regulatory requirement or on provision of at least ten (10) days prior written notice to Customer of all other suspensions or terminations where practicable.

9.5. Effect of Termination.

Any termination of this Terms of Use (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
Any termination of this Terms of Use (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
Upon termination of this Terms of Use, Lawprocess shall destroy or permanently delete all Confidential Information of Customer (including without limitation all End User Data and raw Customer Data) and any copies thereof, but excluding Pattern Data for which Lawprocess retains exclusive ownership
Notwithstanding anything to the contrary herein, the obligation to return, destroy or permanently delete all copies of the Confidential Information of the other party (including without limitation End User Data) does not extend to (i) automatically generated computer backups or archival copies on parties’ automatic backup systems, provided that such copies are held in accordance with the provisions of this Terms of Use for so long as they are retained; and (ii) anonymized and aggregate Protected Information in each Receiving Party’s possession.

9.6. Surviving Provisions. The following provisions shall survive any termination or expiration of this Terms of Use: Sections 1, 2.2, 2.3, 5, 6, 8, 9.5, 9.6, , 11, 12, and 14.

10. Force Majeure

10.1. Circumstances. Neither Party will be liable for incomplete fulfillment or non-fulfillment of their obligations under this Terms of Use, excluding any payment obligations, and losses occurred due to force majeure circumstances. Force majeure circumstances are any circumstances that the parties could not reasonably foresee and are beyond the parties’ reasonable control and directly affect the Terms of Use activities, including but not limited to normative acts issued by the state and government institutions and binding for the parties, strikes, natural disasters, war or any kind of military operations, blockade, and epidemics.

10.2. Conditions. The party that cannot fulfill its obligations as a result of force majeure circumstances shall immediately inform the other party of occurrence of such circumstances and their possible period, as well as confirm such notice in writing not later that within seven (7) calendar days from the date of occurrence of force majeure circumstances. Failure to inform or untimely information does not give the party that has failed to inform or has informed untimely the right to refer to any force majeure circumstances as to the grounds for release from liability for incomplete fulfillment or non-fulfillment of its obligations.

10.3. Termination. In case of occurrence of force majeure circumstances, fulfillment of parties' obligations is suspended until the end of such circumstances, but if the situation remains unresolved for sixty (60) days or more, either party may elect to terminate this Terms of Use without liability to the other.

11.Warranties, Disclaimers, & Indemnification

11.1. Mutual Warranties. Each party represents, warrants to the other party that: (a) it is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) it has all requisite power and authority and approvals to execute, deliver and perform its obligations under this Terms of Use; (c) the execution and delivery of this Terms of Use and the performance of its obligations hereunder have been duly authorized by it and any necessary third parties; and (d) it will perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient and businesslike manner.

11.2. Disclaimer. Except as specifically set out herein the Services are provided “As is”, without any representation, condition and/or warranty of any kind. Lawprocess and its licensors and/or suppliers make no other representations and give no other warranties or conditions, express, implied, statutory, or otherwise regarding the Services provided under this Agreement and Lawprocess specifically disclaims any and all statutory representations, warranties, and/or conditions against non-infringement and any and all implied representations, conditions and/or warranties of merchantability, merchantable quality, durability, title and fitness for a particular purpose to the maximum extent permitted by applicable law.

11.3. Mutual Indemnification. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its, officers, directors, employee and representatives (the “Indemnified Parties”) harmless from and against any and all claims, complaints, demands, investigations, actions, suits and proceedings by any third party (each a “Third Party Claim/Proceeding”) and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) arising from, connected with or relating to (a) the Indemnifying Party’s gross negligence or willful misconduct (including, without limitation, fraud or any other unlawful act) in performing its obligations pursuant to this Agreement or, in the case of Customer, in its use of the Services; (b) the disclosure to or access by an unauthorized third party of Personal Information (a “Security Breach”) arising from any act or omission by the Indemnifying Party; or (c) any alleged or actual infringement upon a third-party’s Intellectual Property Rights resulting from Lawprocess’s use of Customer Data (where Customer shall be the Indemnifying Party) or Customer’s use of the Services (where Lawprocess shall be the Indemnifying Party).

11.4. Conditions. In consideration for the Indemnifying Party’s obligations under Section 11.3, the Indemnified Party(ies) shall: (a) promptly gives the Indemnifying Party written notice of the Third Party Claim/Proceeding; (b) gives the Indemnifying Party sole control of the defense and settlement of the Third Party Claim/Proceeding; and (c) provide to the Indemnifying Party all reasonable assistance in defending and/or settling the Third Party Claim/Proceeding.

11.5 Exclusions/Limitation. Sections 11.3 does not apply to an Third Party Claim/Proceeding based on any actual or alleged infringement or misappropriation of Intellectual Property Right arising from, connected with, or relating to any of the following: (a) Customer’s use of the Services in combination with any services, technology, software, hardware, data or other materials not provided by Lawprocess or expressly authorized by this Agreement; or (b) a breach of this Agreement by Customer or any wrongful act or omission by Customer or any person (including an authorized End User) for whom Customer is responsible under this Agreement or at law.

12.Limitation of Liability

12.1. Limitation on Indirect Liability. Neither party shall be responsible for any other person's or entity's errors, acts, omissions, failures to act, negligence or intentional conduct, including without limitation entities such as either party's affiliates, subsidiaries, agents or subcontractors. In no event shall either party be liable for any consequential, incidental, punitive or special damages which either party or end users, affiliates, parent companies, associates, agents, officers, directors or employees may incur or suffer in connection with this Agreement, resulting from either party's acts or omissions pursuant to this Agreement.

12.2. Limitation on Amount of Liability. To the maximum extent permitted by applicable law, each party's aggregate liability for all claims relating to this Agreement shall not exceed the equivalent of the fees paid by Customer to Lawprocess in the previous six (6) months preceding the claim.

12.3. Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations set out in Section 8 (Confidentiality), violations of a Party’s Intellectual Property Rights by the other Party, or to the indemnification obligations set out in Section 11.3.

13. Compliance With Law

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations. National and international laws (e.g. CAN-SPAM) may require certain disclosures, statements or other information to be included in unsolicited (i.e. cold) emails you send. In some circumstances or jurisdictions, the law may prohibit sending of unsolicited emails altogether. Given the complexity of this area, we do not evaluate any Project Deliverables with regard to anti-spamming laws or other laws relevant to your outreach. We do not claim that any of our Project Deliverables comply with anti-spamming laws or other laws relevant to your outreach. Your legal responsibilities in this area may change depending on your industry, the nature of your message, the identity of your recipients, your relationship with those recipients, their location, and other factors. You retain sole responsibility to seek legal counsel regarding your outreach, including compliance with anti-spamming laws or other laws that may affect your use of Project Deliverables.

14.Miscellaneous

14.1. Interpretation. For all purposes of this Terms of Use, except as otherwise expressly provided or unless the context otherwise requires:

All references in this Agreement to designated "sections", “paragraphs” and other subdivisions are references to the designated sections, paragraphs and other subdivisions of this Agreement;
The words "herein", “hereof” and “hereunder”, and other words of similar import, refer to this Agreement as a whole and not to any particular section, paragraph or other subdivision;
The headings are for convenience only and do not form a part of this Agreement, nor are they intended to interpret, define or limit the scope, extent or intent of this Agreement, or any of its provisions;
Where the words "include", “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, and the words following “include”, “includes” or “including”, as the case may be, shall not be considered to set forth an exhaustive list;
Unless otherwise stated in an Order Form, all references to currency shall mean Canadian currency;
Any reference to any Person shall include and shall be deemed to be a reference to any entity that is a successor to such entity;
Words importing gender include all genders, and words importing the singular include the plural, and vice versa.

14.2. Governing Law and Jurisdiction. This Terms of Use shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Ontario without reference to its choice of law rules. Each of the parties hereto hereby attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario located in Toronto, Ontario.

14.3. 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, each party may assign this Agreement in its entirety, without consent of the other party, to an affiliate in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.4. Binding Nature of Agreement. This Terms of Use shall ensure to the benefit of and shall be binding upon the parties hereto together with their successors and permitted assigns.

14.5. Amendments, Waiver. Any amendment, modification or waiver in respect of this Terms of Use will only be effective if in writing (including a writing evidenced by facsimile or electronic mail) and executed by the parties.

14.6. Further Assurances. The parties covenant and agree to do such things and execute such further documents, agreements and assurances as may be necessary or advisable from time to time in order to carry out the terms and conditions of this Terms of Use in accordance with their true intent.

14.7. Provisions Severable. If any provision of this Agreement is held to be invalid, unenforceable or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of this Terms of Use, and the remaining provisions of this Agreement shall not be affected and shall be valid and enforceable to the full extent permitted by law.

14.8. Rights and Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Terms of Use are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

14.9. Survival of Obligations. The obligations and remedies of the parties and all rights and obligations of either Party that may have arisen or accrued prior to termination or expiry of this Agreement, survive termination or expiry of this Terms of Use.

14.10.Payments We may provide paid products and/or services within the Service. In that case, we use third-party services for payment processing (e.g. payment processors).We will not store or collect your payment card details. That information is provided directly to our third-party payment processors whose use of your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, MasterCard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information. The payment processors we work with are:

Stripe Their Privacy Policy can be viewed at https://stripe.com/us/privacy
Paypal Their User Agreement van be viewed at https://www.paypal.com/ca/webapps/mpp/ua/useragreement-full

14.11.Pilot Period Lawporcess may, at its sole discretion, offer a Subscription with a Pilot Period for a limited period of time (“Pilot Period”). You may be required to enter your billing information in order to sign up for the Pilot Period. If you do enter your billing information when signing up for the Pilot Period, you will not be charged by Lawprocess. until the Pilot Period has expired. On the last day of the Pilot Period period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. At any time and without notice, Lawprocess reserves the right to (i) modify the terms and conditions of the Pilot Period offer, or (ii) cancel such Pilot Period offer.

14.12. Account When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

14.13. Account Management Upon the Effective Date, each Party shall provide the other with the name and contact information of one or more individuals (each, an “Account Manager”) who shall have primary responsibility for managing the relationship between the Parties under this Agreement and any applicable Engagement Letter. Among other things, the Account Managers shall be responsible for (i) executing, modifying and terminating any Engagement Letters, (ii) periodically conferring with one another to assess the status of individual Engagements, (iii) making any adjustments, modifications or amendments to this Agreement or an Engagement as may be desired by the Parties, (iv) in conjunction with the Billing Coordinators, assisting with the review and resolution of any issues relating to billing or payment under this Agreement or any Engagement Letter, and (v) addressing all such other matters under this Agreement or an applicable Engagement Letter as the Parties may determine from time-to-time are necessary and appropriate. Each Party in its sole discretion may change its designated Account Manager upon written notice to the other Party.

14.14. Language. The parties have expressly requested and required that this Agreement and all related documents be written in the English language. Les parties conviennent et exigent expressément que ce contrat et tous les documents qui s'y rapportent soient rédigés en Anglais.

Lawprocess Terms of Service