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TERMS AND CONDITIONS
Thank you for subscribing to the Services. Please read the End User License Agreement (the “Agreement”) carefully before using the Services, as the Agreement governs provision of Services by modCounsel, Inc (the “ModCounsel”) to you (the "Customer") and Customer’s use of the Services. This Software can be used only if Customer accepts and complies with the Agreement.
1. Definitions
1.1 "Services" shall mean the service solution provided by modCounsel to Customer.
1.2 "Documentation" shall mean any user manuals, technical specifications, and other materials provided by modCounsel relating to the Services.
2. Services
2.1 Provision of Services. modCounsel agrees to provide the Services to Customer during the Term of this Agreement. The Services shall be provided in accordance with the terms and conditions set forth in this Agreement and the Documentation. Customer agrees that the Services and reports provided in connection with the Services facilitate decision making by Customer and shall not replace it.
2.2. Delivery of reports. Prompt delivery of the Services is core to the service design, Customer agrees and understands that circumstances may exist where this may not occur for reasons beyond modCounsel’s control including but not limited to client responsiveness, availability of all contract information, and readability of agreements (supported only in English).
2.3 Access and Use. Subject to the terms and conditions of this Agreement, modCounsel grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for its internal business operations during the Term.
2.4 Sensitive Data. Customer agrees that it will not provide modCounsel access to sensitive data or any information that has a heightened degree of protection by applicable law (“Sensitive Data”). If Customer discovers that due to human error or otherwise, customer data does include Sensitive Data, Customer will immediately notify modCounsel and modCounsel will promptly delete the Sensitive Data in its control or possession.
2.5. Restrictions. Customer will not: (a) port, translate, localize, modify or create derivative works based upon the Services or related documentation in any manner; (b) reverse assemble, decompile, reverse engineer, translate or otherwise attempt to derive or obtain the source code, the underlying ideas, algorithms, structure or organization of the Services; (c) copy or duplicate the Services; (d) use the Services for the benefit of any third party; or (e) apply, test, or publish any benchmark testing results on the Services without modCounsel’s written consent.
3. Term and Termination
3.1 Term. This Agreement is effective as of the Effective Date indicated in the Order Form or SOW (Statement of Work) and will remain in effect until terminated in accordance with its terms or when Customer starts using the Services. Subject to Section 6, Customer may terminate this Agreement at any time by emailing contracts@modcounsel.com. Each Order Form will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise therein or in this Agreement.
3.2. Termination for Cause. Either Party may terminate this Agreement for cause in the event of a material breach by the other Party, provided that the non-breaching Party provides written notice of the breach, and the breaching Party fails to cure such breach within 30 days of receiving written notice.
3.3 Effect of Termination. Upon termination of this Agreement, Customer's right to access and use the Services shall immediately cease.
4. Confidentiality
Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice, and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
5. Intellectual Property
5.1 Ownership. Customer acknowledges and agrees that all intellectual property rights in the Services and Documentation, including any modifications or enhancements, are and shall remain the exclusive property of modCounsel.
5.2 Customer Data. Customer shall retain all rights, title, and interest in and to any data or information uploaded to or developed for Customer’s benefit in using the Services ("Customer Data"). Customer grants modCounsel a limited, non-exclusive, worldwide license to use the Customer Data solely to the extent necessary to provide the Services, improve future modCounsel products and services, and perform its obligations under this Agreement.
6. Fees
6.1 Subscription Fee. When applicable, the Customer shall pay modCounsel the Subscription Fee as set forth in Order Form. The Subscription Fee shall be payable in advance for the duration of the Term, unless otherwise agreed upon in writing by the Parties. All subscription fees are non-cancellable and non-refundable. Any advance credits must be used within a one-year period from the Effective Date.
6.2 Taxes. Customer shall be responsible for all applicable taxes, duties, or other governmental charges arising out of or related to this Agreement, excluding taxes based on modCounsel's net income.
7. Warranty and Disclaimer
7.1 Service Warranty. modCounsel warrants that: (a) the Services will operate in substantial conformity with the applicable Documentation; and (b) Services and deliverables will be provided in a professional and workman-like manner.
7.2. Mutual Warranty. Each party warrants that it has validly entered this Agreement and has the legal power to do so.
7.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED “AS IS,” AND MODCOUNSEL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MODCOUNSEL DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES MODCOUNSEL WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY.
8. No Liability
In no event shall modCounsel be liable for indirect, direct, incidental, special, or consequential damages or damages for loss of profits, revenue, data, or use of content incurred by Customer or any third party whether in action in contract or tort, arising from Customer’s access to, or use of the Services or any content provided through the Services.
9. Assignment
Neither Party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor-in-interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
11. Miscellaneous
11.1 Entire Agreement. This Agreement, including its exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.
11.2 Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless in writing and signed by both Parties.
11.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
11.4 No Waiver. he failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision of this Agreement. Any waiver of a provision of this Agreement shall only be effective if it is in writing and signed by the Party granting the waiver.
12. Arbitration
Except for such claims that relate to intellectual property rights or confidentiality, any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any fees associated with such arbitration proceeding shall be borne by the respective parties to the proceeding.