The Parties hereby agree as follows:
1. This Agreement’s effective date takes effect when Customer clicks the “Start LeanLaw Subscription” button in the popup window or proposal as provided to Customer by LeanLaw (the “Proposal”), accepting a quotation from LeanLaw, issuing a purchase order for services, or by accessing or using the services. By clicking on the “Start LeanLaw Subscription” button or by otherwise accepting a quotation from LeanLaw, issuing a purchase order for services, or by accessing or using the services, Customer (a) acknowledges that Customer has read and understands this Agreement; (b) represents and warrants that Customer has the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that Customer has the legal authority to bind that organization; and (c) accepts this Agreement and agrees that Customer is legally bound by its terms.
2. If Customer does not agree to the terms of this Agreement, please do not click the “Start LeanLaw Subscription” button or accept any other quotation in the Proposal. If Customer does not accept the terms of this Agreement, Customer may not access or use the Services (as described below).
(a) “App” means the LeanLaw software application and all associated features, interactions, programs, capacities, processors, code, and functionalities therein.
(b) “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder; or with respect to the Website alone, anyone accessing the Website in accordance with these this Agreement.
(c) “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
(d) “Documentation” means LeanLaw’s user manuals, handbooks, support articles, and guides relating to the Services provided by LeanLaw to Customer either electronically or in hard copy form.
(f) “LeanLaw IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing.
(g) “Services” means the services that Customer may purchase or receive from LeanLaw from time to time, including without limitation, use and access of the Website (as described below) and App.
(h) “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
(i) “Website” means the website accessed at www.leanlaw.co, myleanlaw.com, or any successor domains thereof.
4. Access and Use.
(a) Provision of Access. Subject to the terms and conditions of this Agreement, LeanLaw hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15(g)) right to access and use the Services during the Term (as described below), solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to internal use for Customer or Customer’s internal business purposes. LeanLaw shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
(b) Documentation License. Subject to the terms and conditions contained in this Agreement, LeanLaw hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15(g)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
(c) Access to Customer Computer Systems and Peripherals. In order for LeanLaw to perform the Services, Customer hereby:
(i) gives the LeanLaw, through one or more of its employees, agents or affiliates or through any third-party service, the right to remotely access Customer’s computer systems and other peripherals covered by the Services and grants LeanLaw the right to open, view, modify, edit, delete, or otherwise manipulate Customer’s 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 Customer’s computer system, network or peripherals; and
(ii) gives LeanLaw, through one or more of its employees, agents or affiliates or through any third party service, the right to download and/or install software or other products on Customer’s 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 LeanLaw may elect to install.
(d) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(e) Reservation of Rights. LeanLaw reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the LeanLaw IP.
(f) Suspension. Notwithstanding anything to the contrary in this Agreement, LeanLaw may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) LeanLaw reasonably determines that (A) there is a threat or attack on any of the LeanLaw IP; (B) Customer’s or any Authorized User’s use of the LeanLaw IP disrupts or poses a security risk to the LeanLaw IP or to any other customer or vendor of LeanLaw; (C) Customer, or any Authorized User, is using the LeanLaw IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) LeanLaw’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of LeanLaw has suspended or terminated LeanLaw’s access to or use of any third-party services or products required to enable Customer to access the Services (any such suspension described in subclause (i) or (ii)), or (F) LeanLaw obtains any order by competent court that Customer is in violation of applicable law or receives request from applicable bar association for access to certain trust accounts via subpoena or other request (a “Service Suspension”). LeanLaw shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. LeanLaw shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. LeanLaw will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
5. Customer Responsibilities.
(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.
(b) Acceptable Use Policy. The Services may not be used for unlawful, fraudulent, offensive, distribution of “spam,” renting, leasing, or other kinds or resale, infringing material, violating anyone’s rights, sending or storing malicious code or viruses or the like, or for storing or distributing or accessing obscene activity. Customer will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be applicable to the Services.
(c) Customer Data. Customer hereby grants to LeanLaw a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for LeanLaw to provide the Services to Customer. Customer will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.
(d) Passwords and Access Credentials. Customer is responsible for keeping Customer’s passwords and access credentials associated with the Cloud Services confidential. Customer will not sell or transfer or share them to any other person or entity. Customer will promptly notify us about any unauthorized access to Customer’s passwords or access credentials.
(e) Third Parties; Third-Party Products. In furtherance of the performance of the Services, LeanLaw may, from time to time, utilize third-party providers to improve the experience of the Services – specifically, LeanLaw uses QuickBooks and Gravity Legal to integrate certain features to perform the Services provided by LeanLaw to Customer. Customer hereby agrees to hold harmless LeanLaw for any functionality mishaps on behalf of any third party that is out of LeanLaw’s direct control. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to Customer for acceptance within the Services by website link or otherwise. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products.
(f) Comments and Suggestions. LeanLaw welcomes Customer’s comments and suggestions, and LeanLaw’s design team regularly reviews such comments and suggestions. Submitting comments and suggestions is completely voluntary and LeanLaw does not provide any compensation or acknowledgement for them, but LeanLaw does value them as important feedback. Customer shall not ever send LeanLaw anything that may infringe upon someone else’s rights or violate any confidences – LeanLaw assumes no responsibility for any such information if provided by Customer in violation of this Section.
6. Fees and Payment.
(a) Fees. Customer shall pay LeanLaw the fees (“Fees”) as agreed between the Parties either through an online order or a separate agreement, without offset or deduction. Customer shall make all payments hereunder in U.S. dollars on or before the agreed due date. Fees are payable in advance and are non-refundable. If Customer fails to make any payment when due, without limiting LeanLaw’s other rights and remedies: (i) LeanLaw may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse LeanLaw for all reasonable costs incurred by LeanLaw in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, LeanLaw may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. LeanLaw shall have the right to modify the Fees under this Agreement upon any Renewal Term (as described below) so long as LeanLaw provides the modified amounts for Fees to Customer within sixty (60) days from the expiration of the then current Term (as described below).
(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on LeanLaw’s income.
7. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the effective date of the Services and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
8. Intellectual Property Ownership; Feedback.
(a) LeanLaw IP. Customer acknowledges that, as between Customer and LeanLaw, LeanLaw owns all right, title, and interest, including all intellectual property rights, in and to the LeanLaw IP.
(b) Customer Data. LeanLaw acknowledges that, as between LeanLaw and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data.
(c) Feedback. If Customer or any of Customer’s employees or contractors sends or transmits any communications or materials to LeanLaw by mail, email, telephone, or otherwise, suggesting or recommending changes to the LeanLaw IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), LeanLaw is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to LeanLaw on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and LeanLaw is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although LeanLaw is not required to use any Feedback.
9. Warranty Disclaimer. Except for the limited warranty set forth in Section 10(a), the LeanLaw IP is provided “as is” and LeanLaw hereby disclaims all warranties, whether express, implied, statutory, or otherwise. LeanLaw specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. LeanLaw makes no warranty of any kind that the LeanLaw IP, or any products or results of the use thereof, will meet Customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.
(a) LeanLaw Indemnification.
(i) LeanLaw shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies LeanLaw in writing of the claim, cooperates with LeanLaw, and allows LeanLaw sole authority to control the defense and settlement of such claim.
(ii) If such a claim is made or appears possible, Customer agrees to permit LeanLaw, at LeanLaw’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If LeanLaw determines that neither alternative is reasonably available, LeanLaw may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by LeanLaw or authorized by LeanLaw in writing; (B) modifications to the Services not made by LeanLaw; or (C) Customer Data.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at LeanLaw’s option, defend LeanLaw from and against any Losses resulting from any Third-Party Claim related to or arising out of Customers’ use of the Services, or claims that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer may not settle any Third-Party Claim against LeanLaw unless LeanLaw consents to such settlement, and further provided that LeanLaw will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND LEANLAW’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL LEANLAW’S LIABILITY UNDER THIS SECTION 10 EXCEED FIVE HUNDRED AND 00/100 U.S. DOLLARS ($500.00).
11. Limitations of Liability. IN NO EVENT WILL LEANLAW BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, WHETHER OR NOT CAUSED BY LEANLAW OR ANY THIRD-PARTY (SUCH AS QUICKBOOKS OR GRAVITY LEGAL); OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LEANLAW WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LEANLAW’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL OF FIVE HUNDRED AND 00/100 DOLLARS ($500.00).
(a) Customer acknowledges 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 Customer’s connection was qualified, or Customer’s computer environment was suitable. Customer acknowledges that some Services may require high speed internet access and that it is Customer’s responsibility to ensure that Customer has adequate connectivity to the Internet.
12. Term and Termination.
(a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until from such date, or as otherwise set forth any provided purchase terms (the “Initial Term”). This Agreement will automatically renew for additional successive terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), unless otherwise set forth in any provided purchase terms.
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) LeanLaw may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after LeanLaw’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 4(c) or Section 8;
(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the LeanLaw IP and, without limiting Customer’s obligations under Section 7 and Section 8, Customer shall, upon LeanLaw’s request, delete, destroy, or return all copies of the LeanLaw IP, and certify in writing to the LeanLaw that the LeanLaw IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. LeanLaw shall have no obligation to retain Customer’s data, including but not limited to email records, calendar entries, time entries, draft invoice information, and so forth, following expiration or termination of this Agreement, and such data is subject to immediate deletion or as otherwise provided by LeanLaw in LeanLaw’s sole discretion.
(d) Survival. This Section 12(d) and 1, 2, 7, 8, 9, 10(b), 11, 13, and 14 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
14. Onboarding; Feature Development. During the course of onboarding, Customer shall provide any and all necessary information to LeanLaw in order for LeanLaw to adequately remain on any timeline communicated to Customer from LeanLaw in furtherance of the performance of the Services provided by LeanLaw to Customer. LeanLaw, from time to time, may perform certain development work on certain features of its Services or otherwise for the Customer. In accordance with this Agreement, Customer acknowledges that feature development will be accepted by Customer “as-is” and that there are no expressed warranties made by LeanLaw relating to the subject matter thereof. LeanLaw shall, in its sole discretion, release an estimated or approximated timeline for such feature development and Customer hereby agrees to hold LeanLaw harmless for any extensions of such timeline thereof and for any feature development work performed by LeanLaw on Customer’s property for whatever reason.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with no “bounce-back”) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
(c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, pandemic, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Idaho without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Idaho. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Idaho in each case located in the city of Boise and County of Ada, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of LeanLaw. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
(i) Sanctions. Customer represents and warrants that Customer is not, nor is Customer acting on behalf of anyone who (i) appears on the Specially Designated Nationals and Blocked Persons List (“SDN List”) of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are otherwise a party with which LeanLaw is prohibited to deal under the laws of the United States; (ii) is located in, or organized under the laws of a country or region subject to sanctions by OFAC, which may change from time to time but, as of the date of these Terms include, Crimea, Russia, Cuba, North Korea, Iran, Syria; (iii) is a person identified as a terrorist organization on any other relevant lists maintained by any governmental authority.
(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections 7 or 8 or, in the case of Customer, Section 4(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
(k) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
BY CLICKING “START LEANLAW SUBSCRIPTION” OR OTHERWISE ACCEPTING THE PROPOSAL PROVIDED TO CUSTOMER BY LEANLAW, CUSTOMER IS HEREBY BOUND TO ALL OF THE ABOVE TERMS.