PLEASE READ THIS SERVICE TERMS AND CONDITIONS IN ITS ENTIRETY (THE “AGREEMENT”) BEFORE RECEIVING ANY SERVICES (AS DEFINED BELOW) FROM UserFirst Software, Inc. dba LeanLaw (THE “COMPANY”).
By providing confirmation of credit card and/or billing information, or by registering for, using or receiving any of the Company’s services, you
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR CANNOT MAKE ANY OF THE FOREGOING REPRESENTATIONS, DO NOT USE OR RECEIVE ANY SERVICES FROM THE COMPANY.
This agreement sets forth the terms and conditions upon which the Company agrees to provide the services to you and the terms and conditions upon which you agree to use or receive the services. You acknowledge and agree that (a) this agreement (including, without limitation, any of the fees set forth in this agreement) may be amended by the Company from time to time in its sole discretion with or without notice to you by amending the then current service terms and conditions found at www.LeanLaw.co/terms, and (b) you will be bound by any such amendments immediately upon posting. You should therefore visit www.LeanLaw.co/terms from time to time to read the then current service terms and conditions.
Portions of the services may be subject to third party licenses, which may further affect your rights in the services.
LeanLaw provides two distinct services: (1) concierge technology services (i.e. human support for your technology and devices); and (2) access to the LeanLaw time tracking, invoicing and organizational online software. These services are addressed in turn below.
CONCIERGE TECHNOLOGY SERVICES
1.DESCRIPTION OF SERVICES
For purposes of this Agreement, the term “Services” means the services that you may purchase or receive from the Company from time to time, including, without limitation, LeanLaw Membership,, LeanLaw TuneUp, LeanLaw Backup, LeanLaw Security, LeanLaw HelpDesk, e-mail troubleshooting and repair services, wireless security set up and training services, MP3 player set up and training services, digital camera set up and training services, printer set up and troubleshooting services and new computer set up and assessment services. You hereby acknowledge and agree that the Services provided to you by the Company will only cover the computers, software, hardware and peripherals specifically registered with the Company and that the Company may discontinue any of the Services from time to time in its sole discretion.
2.RIGHT TO ACCESS AND MODIFY YOUR COMPUTER SYSTEMS AND PERIPHERALS
You hereby (a) give the Company, through one or more of its employees, agents or affiliates or through any third party service provider, the right to remotely access your computer systems and other peripherals covered by the Services; (b) grant to the Company, through one or more of its employees, agents or affiliates or through any third party service provider, necessary and reasonable access to your computer systems and other peripherals on your premises; (c) give the Company, through one or more of its employees, agents or affiliates or through any third party service provider, the right to open, view, modify, edit, delete, or otherwise manipulate your computer software, applications, data, and data storage media including, without limitation, the computer operating system, word processing, spreadsheets, databases, workflow, graphics, audio, video, system drivers and libraries, and any other type of software or data that may be contained on your computer system, network or peripherals; and (d) give the Company, through one or more of its employees, agents or affiliates or through any third party service provider, the right to download and/or install software or other products on your computer system, network and other peripherals, including without limitation, memory chips, processor chips, cooling fans, batteries, hard drives, tape drives, storage devices, modem and communication devices, audio and video cards, network interface cards, hubs, routers, switches, printers, scanners, cables, and any other hardware which the Company may elect to install.
In addition to your other obligations under this Agreement, you:
4.AVAILABILITY OF SERVICE
4.1 You acknowledge that the Services may not be available at all times, and may not be available in the format generally marketed, and some personal computers may not be able to receive the Services even if initial testing shows that your connection was qualified or your computer environment was suitable. In order for you to receive the Services, which will be provided remotely, the Company will qualify your Internet connection for the minimum line rate (speed) available for support based on the Company’s standard line qualification procedures. You acknowledge that the Services require high speed Internet access and that it is your responsibility to ensure that you have adequate connectivity to the Internet.
4.2 You acknowledge and agree that the Company and/or its licensors or other third parties may, at any time, without notice or liability, take actions which restrict the use of the Services or limit the time of availability of the Services in order to perform maintenance activities and to maintain session control.
4.3 For all Services that require scheduling a session with the Company, the Company will use commercially reasonable efforts to schedule a mutually convenient service session within a reasonable period of time. However, you acknowledge that circumstances outside of the Company’s control (for example, a large scale outbreak of a new computer virus) may cause significant delays in the Company’s ability to schedule a service session.
5.PLANS & FEES
5.1 You agree to pay the following fees for the Services, which fees are subject to change by the Company at any time in its sole discretion:
5.2 Basic Services.
5.3 Security & TuneUp Services.
6.2 The Company agrees not to misuse any of your confidential information or to disclose it except under the following circumstances:
The Company adheres to the US Safe Harbor Privacy Principles of Notice, Choice, Onward Transfer, Security, Data Integrity, Access and Enforcement; and registering with the U.S. Department of Commerce’s Safe Harbor Program (http://www.export.gov/safeharbor/) Should a data breach occur, the Company may elect to give notice to those affected users by their method of choice, e.g., email and regular U.S. postal mail with notice of encryption of data.
6.3 Password Security. You are responsible to keep your password(s) secure. You are solely responsible for any activity that occurs under your user names and accounts, including any sub-accounts. The Company may request temporary use of your password(s) to facilitate routine support and maintenance services. If you lose your password(s) or the encryption keys for any of your Company products or services, the Company may not be able to assist you in recovering any associated data or information. You must notify the Company immediately of any suspected unauthorized use of your accounts or any other security breach related to the Service. If the Company determines that a security breach or suspected fraudulent activity has occurred or is likely to occur on the account, the Company may suspend the account until the appropriate activity has been verified information on the account.
PAYMENTS, GUARANTEE, TERMINATION
7.1 Payment Method . You authorize the Company to charge all amounts owed to the Company under this Agreement to your credit card. You will at all times provide to the Company valid and current credit card information. If you terminate your credit card or elect to pay for the Services with a different credit card, or if you receive a new account number for your credit card, you shall immediately notify the Company of such termination or change. If the Company for any reason is unable to bill your credit card for any amount owed under this Agreement, you authorize the Company to bill you directly for such amount, which amount, together with all late, chargeback and other fees set forth in this Section 4, shall be immediately due and payable..
7.2 Payment Obligations . You agree to pay all amounts owed to the Company under this Agreement, as well as any applicable taxes and other charges, when due.
7.3 Renewal . The term of this Agreement shall automatically renew for additional term, subject to earlier termination pursuant to Section 10.2 or Section 10.3, until such time as the Company or you provide written notice of termination to the other party at least 30 days prior to the applicable renewal date.
7.4 Charges. The Company reserves the right to charge any amounts owed by you under this Agreement to your credit card or bill you directly for such amounts at any time after the conclusion of the Services.
7.5 Late/Chargeback Fees; Attorneys’ Fees. For any amount (a) not paid to the Company when due; or (b) paid by you via credit card which (i) the credit card issuer (the “issuer”) later rejects or refuses to pay or (ii) the Company is later required to reimburse the issuer (each, a “chargeback”), then in each case, you agree to pay, in addition to the amount not paid, rejected or refused, a fee of 10% of such amount, or the highest rate allowed under applicable law, whichever is lower, and to pay interest on the overdue amount or chargeback at the rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower, until paid in full. You agree to pay all collection costs, including reasonable attorney’s fees, incurred by the Company in collecting any amounts that you owe to the Company, whether incurred before or after civil litigation is commenced.
The company agrees to make commercially reasonable efforts to correct any deficiency in services. With respect to any claim that any of the Services were deficient, you must notify the Company within 7 days of the Company’s performance of such Services. If you fail to give the Company written or electronic notice of such deficiency within such 7-day period, the Company will not be required to remedy such deficiency. You agree to give the Company reasonable access to your computer systems, networks and any peripherals, as well as access to your home or office premises if necessary to enable the Company to remedy any breaches of this Agreement. If the Company is unable to remedy any deficiency in services provided, following a commercially reasonable effort, the Company may, in its sole discretion, issue a refund for the deficiencies on services provided as specified in Section 7.2. In any such case, the Company’s liability to you shall be limited as specified in Section 11.
Membership fees for prior months of services are nonrefundable. If the Company is unable to remedy a claim of deficiency, the Company shall, as your sole remedy, provide a refund based on cost of the Services provided as determined by the Company at its sole discretion.
10.TERM AND TERMINATION
10.1 Effective Date and Term. The term of this Agreement shall automatically renew for additional terms, subject to earlier termination pursuant to Section 10.2 or Section 10.3, until such time as the Company or you provide written notice of termination to the other party at least thirty (30) days prior to the applicable renewal date for annual memberships and seven (7) days for monthly memberships. LeanLaw Membership terms are 1-year from the anniversary date of the Agreement for an annual membership and thirty (30) days from the last month’s renewal for a monthly membership.
10.2 Termination by You. In the event that the Company breaches any provision of this Agreement, the Company shall have the right to cure the breach within 30 days of its receipt of written or electronic notice from you of such breach. If the Company is unable to reasonably remedy any breach of this Agreement and such breach substantially impairs your use of the computer(s) covered under this Agreement, you may terminate this Agreement upon written notice to the Company. In any such case, the Company’s liability to you shall be limited as specified in Section 11.
10.3 Termination and/or Suspension by the Company. If, as determined by the Company in its sole discretion: (a) you breach any provision of this Agreement or any license for Third Party Software (as defined below); (b) your use of any of the Services is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to any of the Services, the Company’s network, or the use and enjoyment of the Services by third parties; (c) the Company receives an order from a court to terminate the Services provided to you; (d) the Company for any reason ceases to offer any of the Services previously made available to you under this Agreement; or (e) you are abusing any of the Services, then, in any such case, the Company at its sole election may terminate this Agreement or suspend one or more of the Services immediately without notice.
10.4 Terminated Account. The Company, in its sole discretion, may refuse to accept your request for service, renewal or re-subscription following a termination or suspension of your use of any of the Services.
Prior to commencing litigation as to any claim or dispute (a “dispute”) arising under this Agreement, each party agrees to comply with the provisions of this Section 11. The party alleging a dispute shall promptly advise the other party of such dispute in a writing which describes in reasonable detail the nature thereof (the “Dispute Notice”). The parties shall then exercise good faith efforts to resolve such dispute. If the parties themselves are unable to resolve the dispute within 15 days following the delivery of the Dispute Notice by the party alleging the dispute to the other party (the “Dispute Date”), the parties shall then jointly select a mediator to conduct the mediation. All mediation sessions shall be held in Boise, Idaho or within the surrounding area or such other place as the parties may agree in writing. In any mediation, the fees and costs of the mediator shall be borne equally by the parties to the mediation and shall be payable in advance or upon invoice from the mediator, as applicable, and each party shall bear the fees and costs of the party’s own legal counsel and witnesses. Not later than 20 days after the Dispute Date, each party shall select for itself a representative who shall have authority to bind such party and shall advise the other party of the name of such representative. In such mediation, the mediator shall review the matter with each party to assist each party to understand the strengths and weaknesses of each position and to attempt to reach a compromise for settlement of the matter. If (a) the parties are unable to agree upon the mediator to use within 25 days after the Dispute Date, (b) mediation is not undertaken in a meaningful way within 30 days after the Dispute Date, or (c) any unresolved dispute remains after mediation, then either party may commence a civil action regarding such dispute. The parties agree that any civil action thereby commenced shall be brought in a state or federal court of competent jurisdiction in Ada County in the State of Idaho, and that the decision of such court(s) shall be final. The parties hereby submit to the jurisdiction of such court(s) and waive any objection that they may now or hereafter have to the venue of any such action or proceeding in any such court(s) or that such action or proceeding was brought in an inconvenient forum and agree not to plead or claim the same.
12.SOFTWARE LICENSES AND THIRD PARTY SERVICES
12.1 The Services (and all copyright and other proprietary or intellectual property rights), all software, CDs, programs, documentation and other intellectual property which is owned by the Company and/or which the Company makes available or furnishes to you pursuant to this Agreement, via download, other media, or other delivery method, and/or in connection with the provision of the Services, and all other rights and derivative works related thereto are referred to as the “Licensed IP.” The Licensed IP may be accompanied by an end user license agreement from the Company. Your use of the Licensed IP is governed by the terms of that license agreement and by this Agreement, where applicable. You may not install or use any Licensed IP that is accompanied by or includes an end user license agreement unless you first agree to the terms and conditions of the end user license agreement. With regard to any Licensed IP for which your acceptance of a separate license agreement is not required, the Company hereby grants to you one limited non-exclusive, non-transferable, non-sublicensable license to access and use the same, only during the term of this Agreement, solely for your own personal or internal business purposes with respect to the computer(s) and peripherals receiving the Services subject to this Agreement, and only as part of or for use with the Services and for no other purpose. You agree not to copy, modify, publish, transmit, rent, license, re-sell, sublicense, transfer, trade, reverse engineer, decompile, disassemble, attempt to derive source code or other intellectual property from the Company or allow others to use or benefit from any of the Licensed IP. You acknowledge and agree that you are not granted any title or rights of ownership in any of the Licensed IP. The Company reserves the right to update or change the Licensed IP from time to time and you agree to cooperate in performing such steps as may be necessary to install any updates or upgrades to the Licensed IP. All rights not expressly granted to you pursuant to this Section 8.1 are expressly reserved by the Company and any third party licensors, providers and suppliers, as applicable. If any software included within the Licensed IP is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the U.S. Government’s rights in the software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions). All software included within the Licensed IP is either a commercial product, produced entirely at private expense, copyrighted and owned by the Company or a third party provider or supplier, licensed to the Company or is otherwise proprietary to the Company.
12.2 You agree that the Licensed IP is confidential information of the Company or its third party licensors, providers or suppliers, and that you will not disclose the Licensed IP or any other confidential information of the Company to others or use the Licensed IP or any other confidential information except as expressly permitted herein. The Licensed IP contains copyrighted material, trade secrets, patents, and proprietary information owned by the Company or its third party licensors, providers, or suppliers. You agree not to remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols, or labels appearing on or in copies of any of the Licensed IP. You acknowledge that the license in Section 8.1 is not a sale of intellectual property and that the Company or its third party licensors, providers or suppliers will continue to own all right, title and interest, including but not limited to all copyright, patent, trademark, trade secret, and moral rights, to the Licensed IP and related documentation, as well as any corrections, updates and upgrades. Upon the expiration or termination of this Agreement, you must immediately return all Licensed IP to the Company.
12.3 As part of the Services, the Company may sublicense to you or suggest the acquisition, installation and use of certain Licensed IP that is third party software (the “Third Party Software”). You acknowledge that any Third Party Software will be sublicensed to you by the Company or licensed to you by the respective owners or licensees of the Third Party Software. You agree to be bound by and subject to the terms and conditions set forth by such owners or licensees before installing Third Party Software, regardless if the Company sublicenses to you or assists you in the acquisition, installation, and/or use of Third Party Software. The Company has no rights to the Third Party Software and does not license Third Party Software to you except to the extent that the Company is a reseller or licensee of the Third Party Software. The Company does not make any representation or warranty regarding the Third Party Software.
12.4 The Company will provide technical assistance and support for the Licensed IP in accordance with its then current policies, which the Company may change from time to time in its sole discretion. To the extent that the Company provides technical assistance and support for any Third Party Software or equipment, you agree to comply with the terms and conditions under which you licensed such Third Party Software or purchased such equipment. The Company makes no representation or warranty that it is an authorized service provider for any Third Party Software or for any equipment, and you acknowledge and agree that it is your sole responsibility to determine if you require additional rights for the Company to provide such support, and if so, to acquire such rights. You acknowledge that support of Third Party Software or equipment by an unauthorized service provider may void any warranty made by the supplier of such Third Party Software or equipment.
You acknowledge that the Company is an independent contractor and neither the Company nor any of its agents, employees or affiliates is or shall be deemed employed by you. The Company reserves the right to determine the method, manner and means by which the Services will be performed. The Company and its agents, employees and affiliates are not required to perform the Services for you during any particular hour of the day or night, and the time spent accessing your computer is at the Company’s discretion, subject to your access times and security requirements. You further acknowledge that the Company is not required to devote its full time or the full time of any of its agents, employees or affiliates to the performance of the Services, and you acknowledge that the Company has other clients and that it offers services to the general public. The order and sequence in which the Services are to be performed shall be under the control of the Company and its agents, employees and affiliates, and not under your control.
You acknowledge that the Company has a legitimate interest in preserving its client base and you hereby agree that, for the duration of this Agreement and any renewal periods, and for a period of 12 months following the termination of this Agreement, you will not, except without the Company’s written approval: (a) solicit services from or offer employment to any of the Company’s agents, employees or affiliates or any third parties through whom the Company provides any of the Services; or (b) accept employment relating to computer services, programming, troubleshooting, or systems design from the Company’s agents, employees or affiliates, including without limitation the agents, employees and affiliates with whom you have had contact within the 12-month period immediately prior to the termination of this Agreement.
15.LIMITATIONS AND RISKS
IN NO EVENT SHALL THE COMPANY OR ITS AGENTS, EMPLOYEES, AFFILIATES, DIRECTORS OR OFFICERS OR ANY THIRD PARTY SERVICE PROVIDERS OR LICENSORS HAVE ANY LIABILITY TO YOU OR ANY OTHER THIRD PARTY, AND YOU AGREE TO RELEASE AND HOLD THE COMPANY AND ITS AGENTS, EMPLOYEES, AFFILIATES, DIRECTORS AND OFFICERS AND ANY THIRD PARTY SERVICE PROVIDERS AND LICENSORS HARMLESS FROM, ANY LIABILITY ARISING FROM (A) ANY DELAYS IN THE PERFORMANCE OF THE SERVICES; (B) ANY THIRD PARTY SOFTWARE; (C) THE PERFORMANCE OF THE SERVICES, EXCEPT AND ONLY TO THE EXTENT THAT THE COMPANY IS GROSSLY NEGLIGENT IN PERFORMING THE SERVICES; OR (D) CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATE STATUTES MAY APPLY RESTRICTIONS REGARDING LIMITATIONS ON LIABILITY. THE SOLE AND MAXIMUM LIABILITY OF THE COMPANY AND ITS AGENTS, EMPLOYEES, AFFILIATES, DIRECTORS, OFFICERS AND THIRD PARTY SERVICE PROVIDERS AND LICENSORS, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT THAT YOU PAID FOR THE SERVICES WITHIN THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH WE ARE LIABLE TO YOU FOR SUCH CLAIM. IN THE EVENT THIS LIMITATION OF DAMAGES IS HELD UNENFORCEABLE, THEN THE PARTIES AGREE THAT BY REASON OF THE DIFFICULTY IN FORESEEING ALL POSSIBLE DAMAGES WHICH YOU MAY INCUR, THE COMPANY’S (AND ITS AGENTS’, EMPLOYEES’, AFFILIATES’, DIRECTORS’, OFFICERS’ AND THIRD PARTY SERVICE PROVIDERS’ AND LICENSORS’) LIABILITY TO YOU SHALL BE LIMITED TO THE SUM OF $500.00 AS LIQUIDATED DAMAGES AND NOT AS A PENALTY OR THE COST OF REMEDYING THE DAMAGE, WHICHEVER IS LESS. YOU ACKNOWLEDGE THAT THE COMPANY HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT AND THAT THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF PORTIONS OF THIS AGREEMENT ARE FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.
15.2 You agree that your use of the Services is your sole responsibility and is solely at your own risk, and you agree that you will comply with all applicable local, state, national and international laws and regulations. You acknowledge and agree that the Internet, over which many of the Services are delivered, is not owned, operated or managed by, or in any way affiliated with the Company and you agree that the Company is not responsible for and has no control over the information, content or other materials, some of which may be offensive, malicious or destructive in nature, which may be accessed on the Internet through use of the Services. You acknowledge and agree that the Internet is not a secure network and that third parties may be able to intercept, access, use, or corrupt the information that you transmit or receive over the Internet, whether in connection with the Company’s provision of the Services or otherwise. The Company is not responsible for invalid destinations, transmission errors, or corruption or security of your data. You further acknowledge and agree that the Company does not own or control all of the various facilities and communications lines through which Services may be provided and that the Company does not guarantee access to or through websites, servers or other facilities on or connected to the Internet, whether or not such websites, servers or facilities are owned or controlled by the Company. You acknowledge and agree that remotely accessing your computer may expose your computer and the data contained on your computer to certain security risks and that you, and not the Company, shall not be responsible for such security risks. You acknowledge that due to the nature of the Services being performed, you are exposed to some potential risk of damage or loss including, without limitation, damage to your computer hardware, cabling, hubs, routers, switches, peripherals, accessories, furniture, home, and office, as well as potential risk of damage, corruption, loss of business or time, loss of computer software, applications, data, and data storage media. You acknowledge that it is highly recommended that you take proper and adequate measures to preserve, protect and safeguard critical data by backing up such data in appropriate ways prior to any Services being performed by the Company. Unless specifically requested and provided to you as a paid Service by the Company, you acknowledge and agree that you are exclusively responsible for providing all backup, archiving, and protective storage as well as restoration, if required, of your data.
THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO PERFORM AND MAINTAIN ACCEPTABLE PERFORMANCE OF THE SERVICES. HOWEVER, THE COMPANY PROVIDES NO WARRANTIES WHATSOEVER AND THE COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, SATISFACTION OR OTHERWISE, AND THE COMPANY DOES NOT GUARANTEE RESOLUTION OF ANY PROBLEM. YOU ASSUME SOLE RESPONSIBILITY FOR YOUR USE OF THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS. THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE LINE RATE, ACCESS OR AVAILABILITY OF THE SERVICES.
YOU SPECIFICALLY AGREE THAT THE COMPANY, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY YOU ARE SEEKING DAMAGES AGAINST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS OR IN ANY WAY RELATING TO THE PRODUCTS.
This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof, and integrates all prior understandings and agreements between the parties with respect thereto, whether oral or written. You agree to accept the terms and conditions set forth in this Agreement to the exclusion of any standard terms you may customarily have for the purchase of services. No other agreement, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of the Company or any of its agents, employees and affiliates, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter of this Agreement. You acknowledge that you are entering into this Agreement based solely on the basis of the representations contained herein. Further, should any provisions of this Agreement be held void, voidable, or unenforceable for any reason, all remaining provisions of this Agreement shall remain in full force and effect. To the extent the scope of any provision is too broad in any respect to permit enforcement, the parties hereto agree that such scope may be judicially modified accordingly.
You agree to defend, indemnify and hold harmless the Company and its directors, stockholders, officers, agents and employees from and against all liabilities, costs and expenses, including reasonable attorney’s fees, related to or arising from: (a) any violation of applicable laws, regulations or this Agreement by you (or any parties who use your account, with or without your permission, to access the Service); (b) the use of the Services or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you (or any parties who use your account, with or without your permission, to access the Services); (c) negligent acts, errors, or omissions by you (or any parties who use your account, with or without your permission, to access the Services); (d) any and all claims for damage or injury to persons or property or for loss of life or limb whereby you have been found liable to any third party under any product liability, tort liability or similar action that may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the intentional negligence or willful misconduct of the Company; or (e) claims for infringement of any intellectual property rights arising from the use of the Services, Third Party Software, or the Internet, except with respect to the Licensed IP.
19.APPLICABLE LAW AND TAXES
This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, disregarding any rules relating to the choice or conflict of laws. Any and all taxes, except income taxes, imposed or assessed by reason of this Agreement or its performance, including but not limited to sales or use taxes, shall be paid by you.
You may not assign your rights or obligations under this Agreement without the Company’s prior written consent. Subject to this limitation, this Agreement shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties hereto.
The Company shall be excused for the period of any delay in the performance of any obligation under this Agreement when prevented from doing so by a cause reasonably beyond the Company’s control, such as labor disputes, traffic congestion, delivery failures, product shortages, civil commotion, war, governmental regulations or controls, government action, fire or other casualty, weather, or acts of God.
The waiver by either party of a breach or a default by the other party shall not be construed as a waiver of any succeeding breach, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege operate as a waiver of any right, power or privilege by such party. No waiver, consent, modification, alteration, addition, or change of terms of this Agreement shall bind either party unless in writing and signed by an authorized signatory of the party against whom enforcement is sought, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.
If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly.
Except as explicitly stated otherwise, any notice to the Company shall be given by email to: email@example.com. Any notice to you shall be sent to the email address that you provide to the Company during the registration process. Notice shall be deemed given 24 hours after an email is sent, unless the sending party is notified that the email address is invalid. Alternatively, the Company may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided by you to the Company during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing. You may also send notices to the Company by certified mail, postage prepaid and return receipt requested, to the following address: LeanLaw, 601 W. Idaho Street, Boise Idaho, 83702. Alternatively, either party may give notice by overnight courier mail through a nationally recognized courier servicrte, which notice will be effective when actually received.
SOFTWARE AS A SERVICE
You and/or your law firm (“Subscriber”) have requested access to the LeanLawTM online time tracking, invoicing and organizational solution (the “Service”) provided by UserFirst Software, Inc.dba LeanLaw (“LeanLaw”), a Delaware corporation. Use of the Service is subject to the following Subscription Agreement:
The term of your subscription begins on the date you activate your account and runs on a month-to-month basis or annual basis depending on the option you chose. You can cancel any time by calling and speaking with a customer support representative. (We do not provide pro-rated credits or refunds, outside of any applicable money back guarantee.) If you do not cancel your account, it will automatically renew for the same term length that was most recently in effect.
Subscription fees are due in advance, when service is made available to you. By giving us your payment information (credit card information, bank account information, etc.), you expressly give us permission to charge you for all fees incurred in connection with your account. For example, if you activated your account on June 1st (and you’re on a monthly billing cycle) fees for June service are due in full on June 1st. Fees for July service will be due July 1st, and so forth. If you add users mid-cycle, additional fees are due at the time of addition, but we will pro-rate those fees to coincide with your normal billing cycle. If we do not receive timely payment, we can suspend or terminate your account. Any accrued but unpaid fees may accrue late charges at the rate of 1% of the balance per month, or the maximum rate permitted by law, whichever is lower, and you give us permission to charge your account for such accrued and unpaid fees at any time on or after they have accrued.
As with other online service providers, we work with companies that handle our payment processing. You agree that we can share any credit card and related billing information with those companies, but only for checking credit, servicing your account, in response to valid legal process, or to establish or protect our rights. We do not assume any responsibility for any use or disclosure by any such third parties.
Each user needs a unique user ID and password – we do not authorize sharing user IDs. If you have a user ID that isn’t being used anymore and you want to transfer that unused ID to another person at your firm, contact our support team for assistance.
With very few exceptions (such as honoring the terms of any applicable published money-back guarantee or uptime guarantee), we do not issue refunds or pro-rated credits. This strict “no refund” policy is important to our business for several reasons. It helps us efficiently address anticipated server loads, it allows us to keep improving our software, and also helps reduce our administrative costs. Please do not ask our support team to deviate from this policy.
It is our ongoing desire to keep the application up, accessible, and fast. We also agree to keep confidential all data that you store in your account, in accordance with the terms set forth in paragraph 10 (“Intellectual Property Rights”) and paragraph 15 (“Response To Legal Process”) below. When we need to schedule maintenance, we’ll try to schedule it at times when most of our users aren’t typically online, and we’ll surface an advance alert in the application. If at any time you can’t access your account, please contact our support team. Our support team is available to you by phone between 8am and 6pm Eastern time, or you can email them anytime at firstname.lastname@example.org. Nearly all of the support emails we receive are responded to within 24 business hours or less. In the unlikely event of a system-wide issue, it is very likely we already know about it (we perpetually monitor our application), and that multiple people are attempting to resolve it as quickly as possible.
Sometimes the Internet – or your individual connection to it – can be slow or inaccessible, and that can adversely affect your experience using the application. Also, it is possible that other events can happen that adversely affect our application or your ability to access it, which events are out of either of our control (e.g. Acts of God, force majeure events, DNS or other attacks). Neither of us is responsible for the effect of any such events. That said, you should know that we have implemented a series of highly protective procedures – including working with some of our industry’s most respected hosting and other service providers – that are designed to give us and our customers an extremely high degree of redundancy, security, and reliability.
The person or firm in whose name the account is activated is ultimately responsible for all use of the account, all actions of users, and all the data uploaded to the account. As such, we strongly recommend that you and each of your users follow “good computing” practices, such as: keeping all user IDs and passwords confidential; frequently changing your passwords; using good anti-virus and security software; and keeping multiple copies of important data in secure, remote locations. Your password should be strong, utilizing combinations of upper and lower case characters, numbers, and special characters.
7.Guidelines for Account Administration
It is extremely important that you closely monitor the status and identity of each user – particularly users to whom you assign administrative access. Each user has certain abilities and access rights, and we assume no responsibility for acting on requests consistent with the guidelines below.
Generally, the party responsible for payment of the account (“Account Holder”) has the authority, during the period for which the party has paid for access to the account, to:
(a) cancel the account
(b) add, edit, and delete users (including the ability to grant or deny access to “administrative access” and access to billing reports and functionality); and
(c) access any and all data in the account, including the authority to contact support and request and override user-designated access permissions.
A user that has been granted “administrative access” rights in the application automatically has the authority set forth in (b) above, but does not have authority to cancel the account or to override any permissions that have been set in the application, unless such user is also the Account Holder and/or Designated Payor (defined below).
The party or entity whose credit card and/or other payment information being used for the account (“Designated Payor”) will have the same access rights as the Account Holder, even if the Designated Payor is not the same person or entity as the Account Holder. Accordingly, the Account Holder should use extreme care when determining the Designated Payor, and you review such information regularly to confirm its accuracy.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AT ALL TIMES WE RESERVE THE EXCLUSIVE RIGHT (BUT DO NOT ASSUME THE OBLIGATION) TO REQUEST ANY ADDITIONAL EVIDENCE THAT WE BELIEVE, AFTER CONSULTATION WITH OUR COUNSEL, IS REASONABLE AND SUFFICIENT TO ESTABLISH THAT THE INDIVIDUAL REQUESTING SUPPORT PERSONNEL TO CONDUCT ANY PARTICULAR ADMINISTRATIVE ACTION HAS THE REQUISITE LEGAL AUTHORITY TO DO SO.
8.Activities We Do not Allow
Our application is not be used for: (a) any independent licensing, sublicensing, renting, leasing, or other kind of resale; (b) any distribution of “spam”; (c) sending, storing or uploading any obscene, unlawful or infringing material, or violating anyone’s rights; (d) sending, storing, or uploading any malicious code, viruses, or the like, or doing anything that disrupts the performance of the application generally; (e) impersonating anyone, including our personnel; (f) providing support or resources to organizations designated by the United States government as terrorist organizations; (g) attempting to gain unauthorized access to our servers or customers; or (h) any unlawful activity. The application is not to be accessed in any way other than by the LeanLaw authorized login interface.
9.Terminating Your Account
We reserve the right to suspend or terminate your account at any time; however, as a practical matter, suspension or termination usually only happens in two circumstances: (a) you have not paid your subscription fee on time; or (b) you have not complied with our subscription terms. In most cases, in the event of non-payment our customer support representatives will make a reasonable attempt to contact you to provide you with an opportunity to bring your account current. In the event of a breach of subscription terms, our precise course of action will depend upon the nature of the breach and the effect, if any, on our service as a whole and our intellectual property rights.
IF AN ACCOUNT IS TERMINATED FOR ANY REASON (BY YOU OR US), DATA EXISTING IN THE ACCOUNT (INCLUDING, BUT NOT LIMITED TO E-MAIL RECORDS, CALENDAR ENTRIES, TIME ENTRIES, DRAFT INVOICE INFORMATION, AND SO FORTH), IS SUBJECT TO IMMEDIATE DELETION AND IN ALL CASES WILL BE PERMANENTLY DELETED WITHIN APPROXIMATELY 100 DAYS OF ACCOUNT TERMINATION. IF YOU DO CHOOSE TO LEAVE US, IT IS EXTREMELY IMPORTANT THAT YOU PLAN AHEAD AND REMOVE YOUR DATA PRIOR TO THE EXPIRATION OF THE PAID TERM IN EFFECT. Our support team will gladly provide you with instructions for retrieving your data during an active subscription period.
If your account is terminated before you’ve retrieved data that you need, you may request that we schedule an attempted “restore” of a previously licensed account. Restores requested within 90 days of termination are occasionally possible but they require the intervention of technical personnel and will incur additional fees. A successful restore consists of a re-activation of an account to its status as it existed on the last date of paid service. Restores are not guaranteed as they are conditional upon several factors, including the frequency of the automated backup and deletion procedures executed by our technical partners.
10.Intellectual Property Rights
The application is owned and operated by UserFirst Software, Inc. dba LeanLaw, a Delaware corporation. Our company websites, our manuals, FAQs, and all related collateral materials, in addition to our name, logos, taglines, and goodwill all belong exclusively to us. Your rights to use the application and the related materials are subject to the terms of this Agreement. We do not grant any rights to use anything else without written consent from one of our authorized company officers. We do not allow anyone to: (a) modify, copy, or create derivative works based on our application, its copyrighted design, or its “look and feel”; (b) frame or mirror any part of the application; (c) use any “bots”, “spiders”, scripts, or other similar devices or processes in connection with any of our property; or (d) reverse engineer, decompile or disassemble any of our property.
Data that you upload or enter into an account is treated as strictly confidential, and we won’t use it or disclose it to anyone, except as set forth in this Agreement. We only access and use such information: (a) with your consent; (b) to address technical problems or handle support issues, and then only in a highly confidential manner; or (c) as we believe may be required to comply with applicable law.
As between you and us, the data you upload to an account is confidential and yours; however, access to such data is at all times subject completely to the terms of this Agreement. We claim no ownership rights whatsoever (by express or implied lien, operation of law, or otherwise) in any data that you upload to your account; provided, however, access and availability to the data is subject to the terms and conditions contained in this Agreement.
WITH THE SOLE EXCEPTION OF THE EXPRESS TERMS OF ANY SERVICE-LEVEL GUARANTEE THEN IN EFFECT, THE LEANLAW APPLICATION, AND ALL OF ITS RELATED MATERIAL (“SERVICE”), IS MADE AVAILABLE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” LEANLAW MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED. THERE IS NO GUARANTEE THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED. LEANLAW IS NOT LIABLE FOR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF (OR THE INABILITY TO USE) THE SERVICE. LEANLAW IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE SERVICE. THE EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICE IS TO DISCONTINUE USE AND/OR TERMINATE SERVICE IN ACCORDANCE WITH THE CURRENT APPLICABLE ACCOUNT TERMINATION PROCEDURES. THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF LEANLAW HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF HOW SUCH DAMAGES MAY HAVE ARISEN, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH A CLAIM IS BASED.
THE SERVICE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, OR INTENDED FOR USE AS, OR IN CONNECTION WITH, ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, IN WHICH THE FAILURE OF THE SERVICE IN ANY MANNER COULD LEAD, DIRECTLY OR INDIRECTLY, TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). IN ADDITION TO THE OTHER DISCLAIMERS AND LIMITATIONS CONTAINED WITHIN THIS AGREEMENT, LEANLAW SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
The warranty limitations, disclaimers, and other legal protections applicable to LeanLaw herein may be asserted in full by its parent, employees, officers, directors, and affiliated companies, and each are intended third-party beneficiaries of such protections.
We may assign our rights or delegate our duties without your consent so long as such action doesn’t have an adverse effect on the functionality of your account; however, subscribers cannot assign any rights without our written consent, which we won’t unreasonably withhold or delay. Any notice permitted or required to be given by you will be deemed given and effective when sent to us by overnight mail, through an internationally recognized carrier (e.g FedEx, UPS, USPS), addressed to headquarters address listed on our website, marked “Attention: General Counsel.” We may send notice to you by sending an e-mail to the official e-mail address you provided us in your account contact information.
13.Comments and Suggestions
We welcome your comments and suggestions, and our design team regularly reviews them. Submitting comments and suggestions is completely voluntary. We do not provide any compensation or acknowledgement for them, but we value them as important feedback. Please do not ever send us anything that may infringe upon someone else’s rights or violate any confidences – we do not want any such information and assume no responsibility for it.
You agree to indemnify, hold harmless, and defend us (and each of our affiliated companies, employees, officers, and directors) from and against any and all claims and expenses, including attorneys fees, arising out of your use of the application.
15.Response to Legal Process
The privacy and security of account data is of the utmost importance to us. If we are served with a legal request to produce or disclose any account data (such as via subpoena or court order) we will first provide the affected Account Holder(s) with notice of the disclosure request so as to provide such Account Holder(s) with the opportunity to promptly intervene, unless we are specifically prohibited from doing so by law. We reserve the right to take any action that is necessary to comply with law, to protect our rights, or to protect the rights of our other subscribers.
This Agreement shall be interpreted and construed in accordance with the laws of the State of Idaho. Any dispute arising out of, or relating to, this Agreement that has not been resolved after a reasonable attempt by the parties (which attempt shall include at least one (1) in-person meeting or video conference between principals of each party with full authority to resolve the dispute), and which does not directly relate to the: (a) enforcement of our intellectual property rights; or (b) claim for injunctive relief shall be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted in Boise, Idaho, unless otherwise mutually agreed. Any action outside of the scope of arbitration shall be brought exclusively in courts situated in Ada County, Idaho, and you consent to the exclusive jurisdiction of such courts. We agree that the prevailing party in any litigation or arbitration shall be entitled to recover reasonable legal fees, costs and disbursements from the non-prevailing party. In the event that any provision of this Agreement is held illegal, void or ineffective, the remaining portions will remain in full force and effect. This Agreement shall not be construed so as to create any third-party beneficiaries. LeanLaw may modify this Agreement from time to time and such modification shall be automatically effective upon posting in the application or on the company website at www.leanlaw.co. Continued use of the service after the posting of a revised Agreement constitutes your acceptance of the revised Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter contained herein and supersedes all prior and contemporaneous undertakings and agreements, whether written or oral.
The LeanLaw application is controlled, operated and administered by LeanLaw from its offices within the United States of America. Data used in connection with the application, and the application itself, is hosted on servers physically located in the United States. The use is intended for users within the United States and we make no representation that the application is appropriate or available for use at other locations outside the United States. You agree that use of LeanLaw is subject to the United States Export Administration Laws and Regulations.