YOU AGREE THAT BY (I) PLACING AN ORDER THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THESE GENERAL TERMS AND CONDITION (THE “ORDER”) OR (II) ACCESSING THE DOCJURIS APPLICATION AS PART OF A TRIAL, PILOT, OR PARTNERSHIP OFFERING, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THE ORDERING DOCUMENT (WHEN APPLICABLE) AND THESE GENERAL TERMS. IF YOU ARE PLACING SUCH AN ORDER ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THE ORDERING DOCUMENT AND THESE GENERAL TERMS AND, IN SUCH EVENT, “CLIENT” AS USED IN THESE GENERAL TERMS SHALL REFER TO SUCH ENTITY.
These General Terms and Conditions (the “Agreement”) are between DocJuris, inc. (“DocJuris”) and the individual or entity that has executed the Order that incorporates these Terms by reference (the “Client”) or has otherwise accessed the Services. In placing an order that is subject to these Terms, you agree that the schedules, addendums and annexes referenced by these Terms are incorporated into these Terms by reference. DocJuris and Client may each be referred to as a “Party and together as, the “Parties”.
Article I. Definitions
Section 1.01 Capitalized terms used in the Terms and all schedules, addendums, and annexes shall have the meaning ascribed to such term below:
(a) “Agreement” has the meaning given in the preamble.
(b) “Affiliates” means in respect of any Party or other entity, any corporation, company, partnership, limited liability company, or other legal entity which directly or indirectly, including through one or more intermediaries, controls, is controlled by, or is under common control therewith, whether such affiliated entity is presently existing or hereafter formed. For the purpose of this definition "control" means the direct or indirect ownership of at least 50% of (a) the issued and outstanding equity shares or interests of whatever name entitled to vote at a general election of the directors, managers, or other controlling persons of an entity or (b) the voting interest in an entity if such entity does not have either equity shares or interests or directors, managers, or other controlling persons, or otherwise the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by contract or otherwise. Each affiliated entity of a Party hereafter formed which satisfies the definition stated herein shall be deemed included in the term "Affiliate" as used in this Contract, for all purposes and from the time of formation without further act or deed of any kind.
(c) “Authorized User” has the meaning given in Section 3.02(a).
(d) “Confidential Information” has the meaning given in Section 4.01(a).
(e) “Claim” has the meaning given in Section 5.02(a).
(f) “Client” means the company or persons who signed the Order and does not include such person’s Affiliates, unless it is expressly noted in the Order.
(g) “Client Data” has the meaning given in Section 4.02(f).
(h) “Client Group” has the meaning given in Section 5.01(a).
(i) “Client Systems” has the meaning given in Section 4.03(a).
(j) “Disclosing Party” has the meaning given in Section 4.01(a).
(k) “DocJuris” means DocJuris, Inc.
(l) “DocJuris Technology” has the meaning given in Section 3.01(a).
(m) “Enhancement Work” has the meaning given in Section 4.02(d).
(n) “Fee” has the meaning given in the Order.
(o) “Indemnified Party” has the meaning given in Section 5.02(c)(i).
(p) “Indemnifying Party” has the meaning given in Section 5.02(c)(i).
(q) “Initial Term” has the meaning given in the Order.
(r) “IP” has the meaning given in Section 4.02(a).
(s) “Licensed Materials” has the meaning given in Section 3.01(a).
(t) “Order” means the purchase order or similar document that is executed between the Client and DocJuris and which incorporates this Agreement by reference.
(u) “Party” and “Parties” has the meaning given in the preamble.
(v) "Output" has the meaning given in Section 4.02(g).
(w) “Prohibited Data” has the meaning in Section 4.03(c).
(x) “Receiving Party” means the Client and its Representatives.
(y) “Renewal Term” has the meaning given in Section 2.04(a).
(z) “Representatives” has the meaning given in Section 4.01(b).
(aa) “Services” means the services specified in the Order that DocJuris agrees to provide to the Client.
(bb) “Term” means the period commencing on the date the Order is executed by the Client, as the same may be adjusted by DocJuris, in its sole discretion, to reflect any trial credits and/or delay in provisioning the Authorized Users and commencing the Services, and continuing until this Agreement is terminated in accordance with its terms.
(cc) “Third-Party Applications” has the meaning given in Section 3.01(e).
Article II. Agreement, Payment, Termination
Section 2.01 Precedence
In the event of a conflict between this Agreement and the terms in any Order, this Agreement shall control, unless the Order (i) makes specific reference to and identifies (by Section and/or subsection number) the provision(s) of this Agreement to be modified, (ii) explicitly states the intention of the Parties to effect the modification thereof, and (iii) is executed on behalf of each Party by an authorized officer of the Party. Such modifications shall be effective for that Order only, and no agreement to modify this Agreement with respect to any Order shall have the effect of varying or amending this Agreement with respect to any other or subsequent Order.
Section 2.02 Payment
(a) Client will pay the Fees as set forth in the Order to which this Agreement is applicable in full, without setoff, upon commencement of the Initial Term, and upon the commencement of each Renewal Term. Client shall pay all Fees within 30 days from the invoice date. Client agrees to pay any sales, value-added or other similar taxes imposed by applicable law that DocJuris must pay based on the Services ordered, except for taxes based on DocJuris’ income.
(b) Except for suspension, termination, or denial of the Services described in Section 2.03(b)(ii) where Client is not at fault, Fees are irrevocable and not subject to refund, notwithstanding the termination or non-renewal of this Agreement. Upon any increase to the number of Authorized Users, the Account will be issued a new invoice reflecting the adjusted Fees. Client will make all payments in US dollars to the account specified in an applicable Order.
(c) DocJuris’ pricing and unit rates shall be fixed during any Initial or Renewal Term unless terminated early, or otherwise specified in an Order. DocJuris reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (i) maintain or enhance the quality or delivery of its services, the competitive strength of or market for its services, or the Services’ cost efficiency or performance; or (ii) to comply with law. DocJuris will retain sole control over the operation, provision, maintenance and management of the Services.
(d) In the event Client wishes DocJuris to perform bespoke services of any nature, DocJuris will charge Client DocJuris’ then prevailing hourly rates which can be found in the relevant Order.
Section 2.03 Term and Termination
(a) The Initial Term shall commence on the date set forth in the applicable Order and will be automatically extended for a period equal to the Initial Term (each such period a “Renewal Term”) unless terminated in accordance with this Agreement.
(b) DocJuris may suspend, terminate, or otherwise deny Client or any Authorized User access to or use of all or any part of the Services at any time in its sole discretion, without incurring any resulting obligation or liability, upon DocJuris’ prior written notice to Client that:
(i) DocJuris received a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires DocJuris to do so; or
(ii) DocJuris believes, in its reasonable discretion, and has evidence sufficient to support its belief that: (A) Client or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services in any manner that does not comply with the License, any material instruction or requirement notified to Client by DocJuris; provided that Client shall have fifteen (15) days to cure such failure; (B) Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (C) this Agreement expires or is terminated.
(c) Client may terminate this Agreement:
(i) upon 90 days’ notice without cause prior to the end of the Initial Term or any Renewal Term thereafter; or,
(ii) if DocJuris breaches a material term of the Agreement and fails to correct such breach within 30 days of receipt of written specification of the breach or in accordance with the terms of an Order including trial or proof of concept periods.
(d) In the event of termination of this Agreement Client will pay all amounts due and owing for the Services through the date on which the termination becomes effective.
Article III. Subscribed Services, Grant of License
Section 3.01 License.
(a) DocJuris, directly or through an Affiliate, agrees to provide to Client the products and/or services set forth in the Order (the “Services”). The Services may include information (the “Licensed Materials”), access to and/or use of software or other technology (the “DocJuris Technology”), or other services including premium support. DocJuris will make the Services available to the Client via password-protected online access accessible by Client with usernames and passwords as mutually agreed by the Parties. Subject to the terms and conditions herein, DocJuris grants to Client a non-exclusive, non-transferrable license to access and use the Services in accordance with this Agreement and during the Term of this Agreement.
(b) The Services will be provided as they exist and are updated and amended throughout the Term. Information provided as part of any Licensed Materials may be updated on an ongoing basis and provided according to the criteria used to define the scope of the subscribed Services. Client understands and acknowledges that the contents of Licensed Materials will change over time as the data is updated, and that at any given time it has a right to access and use the data to which it is subscribed as it exists at that time.
(c) Certain portions of the Services may be provided by DocJuris’ third-party licensors, and DocJuris’ ability to provide such information may be subject to the willingness of such licensors to continue to contract with DocJuris. Features and functions of the DocJuris Technology are provided “as is” and as they may be modified, supplemented, or removed from time to time in DocJuris’ sole discretion. DocJuris shall have no liability to Client for any modification to any Service, provided that the product or service provided substantially conforms to the description in the Order.
(d) Client acknowledges and agrees that, as between Client and DocJuris, the IP is owned by DocJuris in accordance with Section 4.02 of this Agreement. Client acknowledges and agrees that this Agreement does not transfer any ownership, right, title, or interest to the IP, nor any part thereof, except the limited license to the Licensed Materials, and Client expressly disclaims and waives any and all claims to any ownership interest in any such information or materials. This includes, without limitation, any Licensed Materials that Client downloads, prints, saves, or incorporates into other materials. No rights are granted to Client hereunder other than as expressly set forth herein.
(e) “Third-Party Applications” means computer software programs and other technology that are provided or made available to Client or Authorized Users by third parties, including those with which the DocJuris Technology may interoperate, including, for example, Client’s CRM, marketing automation software, or sales enablement software, if any. DocJuris may make available certain “Integration Tools”, which consist of DocJuris Technology designed to allow Client to use DocJuris Technology and the Licensed Materials in such a way as to interoperate with one or more Third-Party Applications. DocJuris is not responsible for and does not endorse any Third-Party Applications or websites linked to by DocJuris Technology.
Section 3.02 Authorized Users.
(a) Client shall be entitled to designate persons as Authorized Users (each and “Authorized User”) up to the number of Authorized Users subscribed as stated in the Order. If Client designates additional persons as Authorized Users beyond the number subscribed, such designation may be deemed by DocJuris, to be confirmed by notice to Client, as Client’s subscription to such additional number of Authorized Users. In the event of such subscription, DocJuris may charge Client a corresponding additional Fee equal to the per-Authorized User rate multiplied by the period from the date of notice hereunder until the end of the then-current Term.
(b) Each Authorized User will be provided a unique username and password. Such usernames and passwords may not be shared and may not under any circumstances be used by anyone who is not an Authorized User. If any Authorized User’s login credentials are disclosed to any person who is not an Authorized User but who would satisfy the qualification requirements of Section 2.2 hereof, DocJuris may, upon notice to Client, deem such sharing to be Client’s subscription to the number of additional Authorized Users equal to the number of persons to whom such credentials were disclosed.
(c) Client shall be responsible for compliance with the terms of this Agreement by all Authorized Users, including, without limitation, the restrictions on use and transfer of Licensed Materials set forth herein. Client acknowledges and agrees that Authorized Users must provide DocJuris with certain identifying information, including their name and a business email address and represent that they are authorized to access the Services on Client’s behalf
(d) Client shall not designate any person as an Authorized User unless such person is: (1) a natural person and (2) an employee of Client. Client may designate a non-employee (i.e., an independent contractor) as an Authorized User only with DocJuris’ prior permission and provided Client takes reasonable steps to ensure such non-employee uses the Services only as permitted under this Agreement. If the employment of any Authorized User that was in effect as of the date such person was designated as an Authorized User terminates, such person’s authorization to access the Services shall be revoked automatically without any further action by DocJuris. In the event of a termination as described in the previous sentence, Client shall promptly notify DocJuris and take all reasonable steps to ensure that such person ceases accessing the Services. Client may reassign Authorized User designations at any time subject to the foregoing qualification requirements. Authorized User licenses that are not provisioned for more than 90 days may be deemed expired.
(e) Client shall use the Services in a responsible and professional manner consistent with the intended and permissible uses herein and consistent with standard industry practice. Client shall not override or circumvent, or attempt to override or circumvent, any security feature, control, or use limits of the DocJuris Technology. Client will not use the Licensed Materials or DocJuris Technology for commercial purposes not permitted under this Agreement and shall not designate any person as an Authorized User if Client has reason to believe such person is likely to use the Services on behalf of a third party or otherwise in violation of this Agreement. DocJuris may use technological means to limit or prohibit use that would violate the terms of the Agreement.
(f) In the event DocJuris has a reasonable belief that Client or any Authorized User is engaged in any unauthorized access or use of the Licensed Materials or DocJuris Technology in violation of this Agreement, DocJuris, in its sole discretion, may immediately suspend Client’s access to the Licensed Materials and/or DocJuris Technology until such violation is resolved to DocJuris’ reasonable satisfaction. DocJuris will have no liability to Client for such period of suspension and a suspension shall have no effect on the Term of this Agreement nor on Client’s obligation to pay the Fee.
(g) During the Term and for a period of two (2) years after its expiration or termination, Client shall maintain complete and accurate records of Client’s use of the Licensed Materials and DocJuris Technology sufficient to verify compliance with this Agreement. Client shall permit DocJuris and its auditors, upon reasonable advance notice and during normal business hours, to examine such records and any systems used by Client in connection with the Licensed Materials. The scope of any such audit will be limited to verification of Client’s compliance with the terms of this Agreement. Any audit performed under this paragraph shall be at Client’s expense, unless the audit uncovers material non-compliance with this Agreement, in which case, Client shall reimburse DocJuris for its reasonable out-of-pocket expenses incurred in performing such audit.
Article IV. Confidentiality, Intellectual Property, Data Privacy
Section 4.01 Confidentiality
(a) Client acknowledges that it will have access to certain Confidential Information of DocJuris (a “Disclosing Party”) concerning the Disclosing Party’s business, plans, clients, technology, products, IP (as defined below), the terms and conditions of this Agreement, other information held in confidence (together “Confidential Information”). Confidential Information includes all information in tangible or intangible form that a reasonable person should consider to be confidential whether disclosed in writing or orally, before or after the Effective Date.
(b) Client agrees that neither it, nor its employees, agents, representatives, contractors, subcontractors, Affiliates, or attorneys (“Representatives”) will use the Confidential Information except as expressly permitted by this Agreement, nor disclose the Confidential Information to any third party. Receiving Party also agrees that it will take reasonable precautions to protect the confidentiality of the Disclosing Party's Confidential Information, which precautions will be at least as stringent as Client takes to protect its own Confidential Information. Receiving Party will promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and use its best efforts to prevent further unauthorized use or disclosure.
(c) Confidential Information does not include information that: (i) is known to Client prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to Client directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known, except through a breach of this Agreement by Receiving Party; or (iv) is independently developed by Client.
(d) If Client is requested or required to disclose Confidential Information, Client will notify the Disclosing Party of such request, where permissible, and will seek to preserve the confidentiality of the Confidential Information by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by the applicable tribunal.
(e) DocJuris will hold all Client documents and playbooks confidential, using the precautions as stringent as it uses to protect the Confidential Information and will not disclose such documents in a way that permits identification of Client for the duration of this Agreement and a period of 5 years thereafter, unless requested or required to do so by a government authority, in which case it will notify Client of such request, where permissible, and will seek to preserve the confidentiality of the Confidential Information by cooperating with the Client to obtain an appropriate protective order or other assurance by the applicable authority.
(f) Receiving Party will hold any trade secrets provided to it confidential in accordance with the terms of this Section for so long as such information remains a trade secret under applicable law, notwithstanding the termination of this Agreement for any reason.
Section 4.02 Intellectual Property
(a) All right, title, and interest in and to any and all (i) pending, registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world; (ii) manuals, instructions, or other documents or materials solely related to the Services (except for standard or publicly available contract playbooks, terms, and clauses) that DocJuris provides or makes available to Client in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof; (iii) any related documentation (including, without limitation, the content, layout, functions, design, appearance) and (iv) data, feedback and other information related to Client’s use of the Services that is used by DocJuris in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, including the DocJuris Technology and the Licensed Services; are and will remain the exclusive property of DocJuris (collectively, the “IP”). Notwithstanding the foregoing, DocJuris shall comply with the terms of the Non-Disclosure Agreement and shall not disclose any information required to be held confidentially by it pursuant to Section 3.01 of this Agreement.
(b) Except for the rights expressly granted in Section 3.01(a), this Agreement does not transfer any ownership, license or right to use the IP to Client. Client agrees that it will not use DocJuris’ website or Services for the benefit of or on behalf of any person or entity, except Client, other than to view the Licensed Materials, create playbooks, negotiate agreements with third parties, and edit documents or agreements created by Licensee or third parties, or in any manner that could in any way disable, overburden, damage, or impair DocJuris’ websites, the Services, or otherwise interfere with any other party's use and enjoyment of DocJuris’ website or the Services. Client further agrees that it will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the website Service.
(c) Client agrees that neither it nor any Authorized User will: (i) sell, lease, license or sublicense access to, or use of, the Services or IP; (ii) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Services or IP; (iii) provide, disclose, divulge or make available to, or permit use to third parties of the Services or IP; (iv) copy or reproduce all or any part of the Services or IP; (v) engage in fraudulent, illegal or unauthorized use of the Services or IP; or (vi) introduce into, or transmit through, any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design the Services or IP; or (vii) release to any third party the results of any evaluation of the Services or IP, provided, however, Client may share any such evaluations with Client’s Affiliates.
(d) Client will not prohibit or enjoin DocJuris from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services or responding to feedback, and Client acknowledges and agrees that DocJuris may provide services, such as writing scripts, general application enhancements, API integrations with third parties, or building parsers or reports, to Client which may or may not be specifically designed for Client’s environment, business or information technology processes (“Enhancement Work”) and that all such Enhancement Work will remain the property of DocJuris. DocJuris will own and be permitted to use any such work in its business.
(e) Client agrees that it will not, and it will not permit any of its Representatives who are not Authorized Users to access or use the Services or IP except as expressly permitted by this Agreement. If Client becomes aware of any actual or threatened activity prohibited by this Agreement, it will immediately take all reasonable and lawful measures necessary to stop the activity or threatened activity and mitigate its effects and notify DocJuris of any such actual or threatened activity.
(f) Client may, in utilizing features of Services, provide or upload Client Data ("Client Data") to DocJuris and receive output generated and returned by the Services based on such Client Data (“Output”). Client irrevocably grants DocJuris a royalty-free, fully-paid, worldwide, transferable, sub-licensable, irrevocable and perpetual license to the Client Data and Output as necessary or useful to DocJuris to enforce this Agreement, perform, improve or enhance the Services, and exercise its rights or perform its obligations hereunder. This means Client can use Output for any purpose, including commercial purposes such as sale or publication, if Client complies with this Agreement. Client is responsible for the use and distribution of Output, including for ensuring that it does not violate any applicable law or these Terms.
(g) Due to the nature of machine learning, Output generated by the Services may not be unique across Clients and the Services may generate the same or similar output for DocJuris or a third party. For example, Client may provide input to a model such as “What color is the sky?” and receive output such as “The sky is blue.” Other Clients may also ask similar questions and receive the same response. Responses that are requested by and generated for other clients of DocJuris, DocJuris itself, or third parties are not considered Client Output, regardless of similarity.
Section 4.03 Data Privacy
(a) Client has and will retain sole responsibility for: (i) the content and use of Client Data and Confidential Information; (ii) all information, instructions, and materials provided by or on behalf of Client or any Authorized User in connection with the Services; (iii) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services (“Client Systems”); (iv) the security and use of Client’s and its Authorized Users’ access credentials; and (v) the security of the Client Systems.
(b) Client will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (ii) control the content and use of Client data and/or Confidential Information, including the uploading or other provision of personal data or information or Confidential Information.
(c) Client acknowledges that the Services are not designed with security and access management for processing the following categories of information: (a) medical records; (b) data that is classified and or used on the U.S. Munitions list, including software and technical data; (c) articles, services, and related technical data designated as defense articles or defense services; and (d) ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, “Prohibited Data”). Client will not, and will not permit any Authorized User, provide any Prohibited Data to, or process any Prohibited Data through, the Services. Client is solely responsible for reviewing all Client data and/or Confidential Information and will ensure that no Client Data and/or Confidential Information constitutes or contains any Prohibited Data. Notwithstanding the above, all such information will be treated in accordance with the provisions of Section 3.01(e) by DocJuris.
Article V. Indemnity, Warranty Liability
Section 5.01 Liability
(a) In no event will DocJuris or any of its Affiliates or subcontractors be liable to Client or its shareholders, customers, Authorized Users, directors, employees, Representatives (“Client Group”) under or in connection with this Agreement or its subject matter under any legal or equitable theory for any consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, including breach of contract, tort (including negligence), strict liability, for any loss of production, use, business, revenue, or profit or diminution in value, impairment, inability to use or loss, interruption or delay of the Services, loss, damage, corruption or recovery of data, or breach of data or system security, cost of replacement goods or services, or loss of goodwill or reputation, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
(b) In no event will the collective, aggregate liability of either Client to DocJuris or DocJuris to the Client Group, as applicable, for direct damages, whether arising under or related to breach of contract, tort (including negligence and gross negligence), strict liability, or any other legal or equitable theory, exceed the total amounts paid to DocJuris pursuant to this Agreement in the year preceding the event giving rise to the Claim or $USD 50,000, whichever is greater. The foregoing limitations apply even if any remedy fails of its essential purpose. This limitation of liability will not be applicable in cases of fraud or willful misconduct.
(c) The Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement represent the allocation of risk between the them in connection with this Agreement and that such limitations, exclusions and disclaimers will survive and apply even if found to have failed of their essential purpose. Client agrees that it may only bring a suit against DocJuris for any breach of this Agreement within 2 years after the occurrence giving rise to the alleged breach. The Parties acknowledge that DocJuris has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth in this Agreement, and that the same form an essential basis of the bargain between the Parties.
Section 5.02 Indemnity
(a) DocJuris will indemnify, defend and hold Client harmless (at DocJuris' expense) from and against any claim, suit, action, proceeding, damages, losses, liabilities, or costs and expenses (including attorney’s fees and court costs) brought by any third party (a “Claim”) against Client alleging that the IP or any Services, or any part thereof, or the use thereof, infringe upon a copyright, United States patent, trade secret or any other intellectual property rights of a third party. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by DocJuris, (ii) made in whole or in part in accordance with Client’s custom integration requirements, (iii) modified after delivery by DocJuris, (iv) combined with other products, processes or materials, where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified in writing thereof, or after being informed in writing of modifications that would have avoided the alleged infringement, or (vi) where Client’s use of the Service is not strictly in accordance with this Agreement.
(b) If the IP, or any part thereof, is held to infringe a copyright or United States patent, or result from the misappropriation of a trade secret, or in DocJuris 's sole discretion, is likely to infringe a copyright or United States patent or resulted from the misappropriation of a trade secret, or infringe upon any other intellectual property rights belonging to a third party, DocJuris (at DocJuris 's sole option) will (i) procure for Client the right to continue using the IP or Services; (ii) replace or modify the IP or Services with technology having substantially similar functionality; or (iii) refund to Client the unearned portion of any Fee paid by Client for use of the IP through the Services, provided that Client’s use of the Services (and the IP) is terminated.
(c) DocJuris’ obligations under this Section will arise only if:
(i) Client and its Representatives (the “Indemnified Party”) promptly notifies DocJuris (the “Indemnifying Party”) in writing of any such Claim, provided that any delay will not relieve the Indemnifying Party of its obligations hereunder except to the extent that it was prejudiced by the delay;
(ii) the Indemnifying Party has sole control of the defense and settlement of such Claim, provided that the Indemnifying Party will not enter into any settlement, without the Indemnified Party’s prior written consent, that would require the Indemnified Party to take any action, or refrain from taking any action, or would adversely affect or diminish the rights and benefits of the Indemnified Parties, other than permitting the Indemnifying Party to pay money damages on the Indemnified Party’s behalf;
(iii) the Indemnified Party fully cooperates with the Indemnifying Party in all matters relating to the Claim at the Indemnifying Party’s sole cost.
Section 5.03 Warranties
(a) All Services are provided “as available” or “as is.” DocJuris makes no representations and disclaims all warranties express or implied (either in fact or in law), or statutory as to any matter whatsoever and specifically disclaims warranties of merchantability, fitness for a particular purpose, title, quality, accuracy, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Without limiting the foregoing, DocJuris makes no warranty of any kind that the Services, or any products or results of the use thereof operate without interruption, be compatible or work with any software, system, or other services, or be accurate, complete, or error free.
(b) Artificial intelligence and machine learning are rapidly evolving fields of study. DocJuris is working to improve the Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of the Services may in some situations result in incorrect Output that does not accurately reflect real people, places, facts, or laws. Client should evaluate the accuracy of any Output as appropriate for Client's use case, including by using human review of the Output.
Section 5.04 Remedy
(a) The remedies listed in this Section 4 shall be the sole remedies available to Client for any breach of this Section
Article VI. Miscellaneous
Section 6.01 Relationship of the Parties.
The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party in any manner whatsoever.
Section 6.02 Notice.
Any notice, request, consent, Claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing, including by email and addressed to a Party as per the applicable Order. All notices sent pursuant to this Section will be deemed received on the business day following the date the receiving Party actually received such Notice.
Section 6.03 Interpretation.
For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive. Unless the context otherwise requires, references in this Agreement to an agreement, exhibit, form, instrument, legislation, or other document means such agreement, exhibit, form, instrument, legislation, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
Section 6.04 Assignment.
Client will not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, other than to an Affiliate incorporated in the United States pursuant to a restructuring of the Client’s overall corporate structure, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without DocJuris’ prior written consent, which consent will not be unreasonably withheld. No assignment, delegation, or transfer will relieve Client of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns.
Section 6.05 Amendment and Modification; Waiver.
DocJuris may amend the Agreement, other than the terms specifically listed on the Order, at any time by posting them publicly on its website and emailing customer a notice with a link to the amended document. In the event of any amendment or modification to the Agreement in this fashion, Client shall have 30 days to provide DocJuris notice that it intends to discontinue use of the Services because it does not accept such amendments or it will be deemed to have accepted the Agreement modification. Neither Party may amend the provisions specifically listed on the Order without the agreement of the other Party.
Section 6.06 Severability.
If any term or 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.
Section 6.07 Governing Law; Jurisdiction.
This Agreement is governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require the application of the laws of another jurisdiction. Any suit, action, or proceeding arising out of, or related to, this Agreement or the licenses granted hereunder will be instituted exclusively in the state or federal courts located in Harris County, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury, or to participate in any class action suit, or lead any effort to certify a group of plaintiffs as a class in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Client shall not commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to this Agreement, or the breach thereof, other than on an individual, non-class, non-collective action basis. Client shall not seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, in a representative or private attorney general capacity.
Section 6.08 Equitable Relief; Attorney’s Fees.
Each Party acknowledges and agrees that a breach or threatened breach by the other of any of its obligations under Section 3.01, Section 3.02, or Section 4.01 may cause such Party irreparable harm for which monetary damages may not be an adequate remedy and that, in the event of such breach or threatened breach, either Party will be entitled to seek 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. Each Party agrees not to contest any action or proceeding seeking equitable relief. In the event that any action, suit, or proceeding is instituted or commenced by either Party against the other Party arising out of, or related to, this Agreement, the prevailing Party is entitled to recover its actual attorneys’ fees, expert witness fees, court costs and any out-of-pocket costs from the non-prevailing Party.
Date of Last Revision: May 10, 2021