TERMS OF USE FOR SUBSCRIBERS AND USERS

 

Last Update: May 31, 2020

 

By creating an account, using the Zax Law platform (the “Platform”), or using the online or mobile services offered by Realformity Solutions, Inc., a South Carolina corporation doing business as Zax Law (the “Company,” “ Zax Law ,” “we,” “us,” and “our”), you, the user (collectively “Users,” or “you”) on behalf of the subscribing Zax Law customer (the “Customer”), acknowledge and agree to these legally binding Terms (this “Agreement”). This Agreement sets out the rights and obligations of all users regarding the use of the Services. This Agreement applies to all Customers, visitors, Users, and others who access the Services and those that access the mobile app and web interfaces our Services creates. Your access to and use of the Services is conditioned on your acceptance of and compliance with this Agreement.

 

By accessing and using the Service:

 

a)       you agree to these terms; and where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these terms on that person’s behalf and that, by agreeing to these terms on that person’s behalf, that person is bound by these terms;

b)      you represent that you are over the age of 18; and

c)       you represent that you have not been pre viously removed from the Service.

 

If you do not agree to these terms, you are not authorized to access and use the Services, and you must immediately stop doing so.

 

We may change these terms and conditions at any time by notifying you of the change by email or by posting a notice on the Services.  Unless stated otherwise, any change takes effect from the date set out in the notice.  You are responsible for ensuring you are familiar with the latest Agreement.  By continuing to access and use the Services from the date on which the terms and conditions are changed, you agree to be bound by the changed Agreement.

 

Your access to and use of the Services is also conditioned on your acceptance of and compliance with the Zax Law Privacy Policy . Please read our Privacy Policy carefully before using our Services.

 

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

 

1.              DEFINITIONS

 

The following definitions shall have the same meaning regardless of whether they appear in singular or in plural. For the purposes of this Agreement:

 

·          “Account”  means a unique account created for you to access our Services or parts thereof.

·          Administrator” means Customer or any designee of Customer with authority to designate additional Authorized Users and/or Administrators. For the purposes of this Agreement, an Administrator is an Authorized User.

·          “Affiliate”  means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

·          Authorized User ” means Customer’s employees and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

·          “Content”  refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.

·          Customer” means the person or entity that has ordered the Services through Zax Law.

·          “Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

·          “Device”  means any device that can access the Services such as a computer, a cellphone, or a digital tablet.

·          “Feedback”  means feedback, innovations or suggestions sent by you regarding the attributes, performance or features of our Services.

·          Intellectual Property Rights ” means any and all 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.

·          “Personal Information” means any information that, individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted, or located. Personal Information includes all “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, “Personal Data” as defined in the EU Data Protection Directive (Directive 95/46/EEC), “Personal Information,” as defined under the Children’s Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.

·          “Resultant Data” means data and information related to Customer’s use of the Services that is used by Zax Law in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. Resultant Data specifically excludes any Customer Data which may include Personal Information.

·          “Services”  refers to the Platform, website, and other online or mobile content creation services we may provide, including the law office management platform and the creation of white labeled mobile applications relating to law office management.

·          “Subscription”  refers to the purchase of services or access to the Service offered on a periodic basis by Zax Law to you.

·          “Website”  refers to Zax Law, accessible from  https://app.zaxlaw.com, https://www.zaxlaw.com , and other domains.

·          Zax Law Materials ” means the Platform and Services and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Zax Law in connection with the Platform and Services or otherwise comprise or relate to the Platform or Services. For the avoidance of doubt, Zax Law Materials include Resultant Data and any information, data, or other content derived from Zax Law’s monitoring of Customer’s access to or use of the Product and Services, but do not include Customer Data.

 

2.              USE OF OUR SERVICE

 

2.1. License Grant . Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Zax Law hereby grants Customer, and its Authorized Users, a non-exclusive, non-transferable (except in compliance with Section 18.6) license to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s own internal business purposes. Any licenses granted by Zax Law shall terminate upon Customer cancellation of the Subscription.

 

2.2. Non-Exclusive . Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person.

 

2.3. Service and System Control . Except as otherwise expressly provided in this Agreement, as between the parties:

 

(a)     Zax Law has and will retain sole control over the operation, provision, maintenance, and management of the Services; and

 

(b)    Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Devices, and sole responsibility for all access to and use of the Services by any person by or through the Customer Devices or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to Zax Law; (ii) results obtained from any use of the Services; and (iii) conclusions, decisions, or actions based on such use.

 

2.4. Reservation of Rights . Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services are and will remain with Zax Law or its applicable licensors.

 

2.5. Access to the Services and Eligibility . The initial User on behalf of the Customer shall be considered the Administrator with the authority to administer the Subscription and designate Authorized Users and/or additional Administrators. Any Administrator shall be deemed to have the authority to manage the Subscription and any Authorized Users. All Authorized Users must be at least 18 years of age to register for an account. The Administrator is responsible for deactivating an active Authorized User if the Administrator wishes to terminate access for any Authorized User.

 

2.6. Account Activity . Customer is solely responsible for activity that occurs on Customer’s account, including by Administrators and Authorized Users. If Customer discovers any unauthorized use of Customer’s account, or other known account-related security breach, Customer must report it to Zax Law immediately. Zax Law is not and will not be liable for any loss or damage arising from Customer’s failure to comply with this section.

 

2.7. Service Level Upgrades . At any time after the beginning of a Subscription, Customer may pay the difference to upgrade the service level, and Customer will be billed at the new pricing level for each invoice generated after the receipt of the additional payment.

 

2.8. Changes . Zax Law reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Zax Law ’s services to its customers; (ii) the competitive strength of or market for the Services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law.

 

2.9. Suspension or Termination of Services . Zax Law may, directly or indirectly, suspend, terminate, or otherwise deny Customer’s or any Authorized User’s access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) Zax Law receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Zax Law to do so; or (b) Zax Law believes, in its reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with the terms of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement; (ii) Customer 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 (iii) this Agreement expires or is terminated. This section does not limit any of Zax Law ’s other rights or remedies, whether at law, in equity, or under this Agreement.

 

2.10.                      Service limitations . Zax Law makes no representations regarding the Services’ compliance with any laws of any state or national government, including any disability laws such as the Americans With Disabilities Act. You are solely responsible for verifying your compliance with any laws of any state or national government.

 

2.11.                      Availability . Subject to Section 2.12, we must use reasonable efforts to ensure the Services is available during normal business hours in the Central Time Zone of the United States. However, it is possible that on occasion the Services may be unavailable to permit maintenance or other development activity to take place, or in the event of force majeure. We must use reasonable efforts to publish on the Website and/or notify you by email advance details of any unavailability.

 

2.12.                      Third Party Services . Through the use of web services and APIs, the Services interoperates with a range of third-party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third-party provider ceases to provide a service or ceases to make services available on reasonable terms, we may cease to make available certain functions to you. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, you are not entitled to any refund, discount, or compensation.

 

3.              SUBSCRIPTION AND BILLING

 

3.1. Subscription period . All or portions of the Services are available only with a paid Subscription. You will be billed in advance in an amount (the “Fees”) and on a recurring and periodic basis (such as daily, weekly, monthly or annually) in accordance with the type of Subscription plan you select. We will start providing Services immediately upon Customer payment of Fees. Customer acknowledges that payment of Fees is authorization to us to begin providing Services. These Services include, but are not limited to, providing platform access, writing code for Customer’s app, publishing Apps, platform setup and App building.

 

3.2. Automatic Renewal . At the end of each applicable subscription period, your Subscription will automatically renew under the exact same conditions unless you cancel it or the Company cancels it in accordance with the termination section below.

 

3.3. Free Trials . Zax Law may, at its sole discretion, at the beginning of or during a Term, authorize free trial periods to particular features or subscriptions. Once Customer’s free trial period of a particular service ends, we will begin billing Customer’s payment method for periodic subscription fees (plus any applicable taxes), unless Customer cancels prior to the end of free trial period.

 

3.4. Billing . Customer shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. Zax Law will automatically bill Customer’s payment method on the calendar day corresponding to the initial service date at the time of order or the day following the end of any applicable free trial period on a monthly basis. In the event the initial service date is on a day not contained in a given month, we bill the payment method on the last day of such month.


The Fee remains for the same for each payment term regardless if Customer accesses the Services during said payment term. IF CUSTOMER DOES NOT USE THE SERVICES IN ANY GIVEN SUBSCRIPTION PERIOD, CUSTOMER REMAINS RESPONSIBLE FOR ANY FEES UNTIL THE SUBSCRIPTION IS CANCELLED.

 

3.5. Late Payment . If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Zax Law may suspend performance until all past due amounts have been paid, without incurring any obligation or liability to Customer by reason of such suspension.

 

3.6. Refunds . Unless otherwise required by law, paid Subscription Fees are non-refundable. Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.  No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Customer.

 

Customer agrees that they are not entitled to receive a refund of any Fee and Customer further agrees that they will not dispute the charges and/or request a chargeback of any Fee from their credit card processor or banking institution. Customer further acknowledges that any setup fees shall be deemed nonrefundable upon the launch of their respective App on any thirty party App Store or directory .

 

3.7. Fee Changes . The Company, in its sole discretion and at any time, may modify the Fees. Any Fee change will become effective at the end of the then-current Subscription period. The Company will provide you with prior notice of any change in Fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Fee change comes into effect constitutes your agreement to pay the modified Fee amount.

 

4.              APPS

 

4.1. Your responsibility for your Apps . You are solely responsible for the activity that occurs on or through your App. We will not be liable for your losses caused by any unauthorized use of your Account, and you shall be solely liable for the losses due to such unauthorized use.

 

4.2. Separate End User Policies . Customer agrees to abide by the separate terms of use agreements, privacy policies, and acceptable use policies maintained in the Google Play and Apple/iTunes App stores. As part of our Services, we will review your app for compliance with Google and Apple standards; however, Apple and Google will determine final compliance independently. For details regarding Google and Apple requirements and standards, go to  https://play.google.com/about/developer-content-policy/  and  https://developer.apple.com/app-store/review/guidelines/ , respectively.

 

4.3. Content Backups . While regular backups of Apps and Content are performed, the Company does not guarantee that there will be no loss or corruption of data. The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state. You agree to maintain a complete and accurate copy of any Content in a location independent of the Services.

 

5.              INTELLECTUAL PROPERTY

 

5.1. Property Rights . Zax Law or its licensors retain all ownership and intellectual property rights to the Services, the Platform, or any licensed property. Any Customer Data and Personal Information contained therein shall remain the property of Customer.

 

5.2. Zax Law Materials . All right, title, and interest in and to the Zax Law Materials, including all Intellectual Property Rights therein, are and will remain with Zax Law. Customer has no right, license, or authorization with respect to any of the Zax Law Materials except as expressly set forth in this Agreement. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Zax Law an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

 

5.3. Customer Data . As between Customer and Zax Law, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all attorney work product, client files, any Intellectual Property Rights relating thereto, and any Personal Information contained therein subject to the rights and permissions granted in Section 5.4 .

 

5.4. Consent to Use Customer Data . Subscriber grants to Zax Law a non-exclusive, royalty-free right during Customer’s use of the Services, to use the Customer Data for the sole purpose of performing Zax Law’s obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Zax Law to create Apps, store Customer Data, and create reports based on usage.

 

5.5. Resultant Data . As between Customer and Zax Law, Zax Law is and will remain the sole and exclusive owner of all right, title and interest in and to all Resultant Data, including all intellectual property rights relating thereto. Resultant Data is comprised of overall usage trends of the platform.

 

5.6. Feedback . If you provide us with Feedback; you hereby assign all rights, title and interest in any Feedback you provide Zax Law. If for any reason such assignment is ineffective, you agree to grant Zax Law a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

 

6.              YOUR OBLIGATIONS

 

6.1. Account Creation . When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of this Agreement. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

 

6.2. Account Security . You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

 

6.3. Client Cooperation . Client has elected to receive Services which may require Client involvement, scheduling and/or feedback which is necessary for Zax Law to deliver such Services. Client will use best efforts to deliver, schedule and/or provide any information or material necessary for Zax Law to deliver the Services in a commercially reasonable manner and without undue delay. Zax Law is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.

 

6.4. Use Restrictions . Customer shall not, and shall not permit any other person to, access or use the Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

 

(a)    copy, modify, or create derivative works or improvements of the Services or Zax Law Materials;

(b)    reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Zax Law Materials, in whole or in part;

(c)     bypass or breach any security device or protection used by the Services or Zax Law Materials or access or use the Services or Zax Law Materials other than by an Authorized User through the use of their own then valid access credentials;

(d)    input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;

(e)    damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or Zax Law’s provision of services to any third party, in whole or in part;

(f)      remove, delete, alter, or obscure any trademarks, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof;

(g)    access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable law;

(h)    access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product or any other purpose that is to Zax Law’s detriment or commercial disadvantage; or

(i)      otherwise access or use the Services beyond the scope of the authorization granted under Section 2.1.

 

6.5. Corrective Action and Notice . If Customer or any Authorized User becomes aware of any activity prohibited by Section 6.4, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects; and (b) notify Zax Law of any such actual or threatened activity.

 

7.              CONTENT

 

7.1. Our Content . Except for Customer created Content, including Content created by Authorized Users, the Services, and all Intellectual Property Rights including therein and related thereto, are our exclusive property (“Exclusive Content”). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license to the Exclusive Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Exclusive Content, including without limitation any materials or content accessible on the Service. Our name and other graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trademarks or trade dress protected by the laws of the United States and/or other countries or jurisdictions. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of the Exclusive Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

 

7.2. App Content . To publish and update apps to Google Play and the Apple App Store, it is required we provide proprietary information and files such as, but not limited to, APKs, IPAs, P12s, keystore certificates, push notification certificates, etc. These files and information are a proprietary part of our Services and will not be provided to Customer.

 

7.3. Your Right to Post Content . Our Services allow you to post Content. You are responsible for the Content that you post to the Services, including its legality, reliability, and appropriateness.

 

By posting Content to the Services, you grant Zax Law the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Services. You retain any and all of your rights to any Content you submit, post or display on or through the Services and you are responsible for protecting those rights. You agree that this license includes the right for Zax Law to make your Content available to other users of the Services, who may also use your Content subject to this Agreement.

 

You represent and warrant that: (i) the Content is yours or you have the right to use it and grant Zax Law the rights and license as provided in this Agreement, and (ii) the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

 

7.4. Content Restrictions . Zax Law is not responsible for the content of the Services’ users. You expressly understand and agree that you are solely responsible for the Content and for all activity that occurs under your account, whether done so by you or any third person using your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable.

.

Zax Law reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Agreement, refuse or remove this Content. Zax Law further reserves the right to make formatting and edits and change the manner any Content. Zax Law can also limit or revoke the use of the Services if you post such objectionable Content. As Zax Law cannot control all content posted by users and/or third parties on the Services, you agree to use the Services at your own risk. You understand that by using the Services you may be exposed to content that you may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

 

8.              CONFIDENTIAL INFORMATION.

 

During the term of this Agreement, Zax Law and Client agree to keep confidential, and to use only for purposes of performing under this Agreement, any proprietary and confidential information of the other party disclosed pursuant to this Agreement (“ Confidential Information ”). Confidential information shall also include information that, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, could be considered of a proprietary or confidential nature.

 

9.      COPYRIGHT POLICY; DMCA NOTICE AND PROCEDURE

 

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of our copyright agent via email at [email protected] and include in your notice a detailed description of the alleged infringement.

 

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

 

(a)    An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.

(b)    A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.

(c)     Identification of the URL or other specific location on the Service where the material that you claim is infringing is located.

(d)    Your address, telephone number, and email address.

(e)    A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

(f)      A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

(g)    You can contact our copyright agent via email at [email protected] Upon receipt of a notification, Zax Law will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Services.

 

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.

 

10.  TERM, TERMINATION AND SUSPENSION

 

10.1.                      Unless terminated under this Section 10, this Agreement and your right to access and use the Services starts on the order date and continues until a party gives intent to terminate. You may cancel your Subscription renewal either through your Account settings page or by contacting Zax Law. You will not receive a refund for the fees you already paid for your current Subscription period and you will be able to access the Services until the end of your current Subscription period.

 

10.2.                      Either party may, by notice to the other party, immediately terminate this Agreement and Customer’s right to access and use the Services if the other party:

 

(a)    breaches any material provision of this Agreement and the breach is not (i) remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or (ii) capable of being remedied; or

 

(b)    becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

 

10.3.                      Effect of Termination or Expiration . Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

 

(a)    all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;

 

(b)     termination of this Agreement does not affect either party’s rights and obligations that accrued before termination including any responsibility for Fees;

 

(c)      no compensation is payable by us to you as a result of termination of this Agreement for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid;

 

(d)    Zax Law may disable all Customer and Authorized User access to the Zax Law Materials; and

 

(e)    if Customer requests in writing at least 30 days from the expiration or termination date, Zax Law shall, within 30 days following such request, deliver to Customer the then most recent version of Customer Data maintained by Zax Law, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination, including in transferring such Customer Data. To avoid doubt, we are not required to comply with paragraph 10.5(c) to the extent that you have previously requested deletion of the Customer Data.

 

11.  LINKS TO OTHER WEBSITES

 

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. you further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

12.   LIMITATION OF LIABILITY

 

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR, THE ENTIRE LIABILITY OF ZAX LAW AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU THROUGH THE SERVICES OR 100 USD IF YOU HAVEN'T PURCHASED ANYTHING THROUGH THE SERVICES.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZAX LAW OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE SERVICES, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT), EVEN IF THE COMPANY OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

 

13.  WARRANTY; "AS IS" AND "AS AVAILABLE" DISCLAIMER

 

THE SERVICE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ZAX LAW, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ZAX LAW PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 

WITHOUT LIMITING THE FOREGOING, NEITHER ZAX LAW NOR ANY OF ZAX LAW’S PROVIDERS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE SERVICES, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE SERVICES; OR (IV) THAT THE SERVICES, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF ZAX LAW ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

 

14.  CUSTOMER INDEMNIFICATION

 

Customer shall indemnify, defend, and hold harmless Zax Law and its officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) from and against any and all losses incurred by such indemnitee resulting from any action by a third party (other than an Affiliate of an Indemnitee) that arise out of or result from, or are alleged to arise out of or result from:

 

(a)    Customer Data, including any processing of Customer Data by or on behalf of Zax Law in accordance with this Agreement;

 

(b)     any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Zax Law’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Zax Law;

 

(c)     any allegation of fact that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or

 

(d)    gross negligence or more culpable act or omission by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

 

15.  DISPUTE RESOLUTION, GOVERNING LAW, AND ARBITRATION

 

15.1.                      Dispute Resolution . For any dispute that you may have with Zax Law, you acknowledge and agree that you will first give us an opportunity to resolve your problem or dispute. In order to initiate this dispute resolution process, you must first send us a written description of your problem or dispute within thirty (30) days of the Services being performed by sending an email to support @realformity.com . You then agree to negotiate with Zax Law in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after Zax Law’s receipt of your written description of it, you agree to the further arbitration provisions below in Section 15.3.

 

15.2.                         Governing Law . You agree that: (i) the Services shall be deemed solely based in South Carolina; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than South Carolina. This Agreement shall be governed by the internal substantive laws of the State of South Carolina, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state court located in Horry County, South Carolina or the United States District Court for the District of South Carolina, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as further set forth in the Arbitration provision below.

 

15.3.                         Arbitration .  In the unlikely event that we are not able to resolve a dispute under Section 15.1, we each agree to resolve any claim, dispute, or controversy (excluding any claims we have for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless we agree otherwise, the arbitration will be conducted in Horry County, South Carolina first, and if not in Horry County, South Carolina, then in the county where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

16.  UNITED STATES LEGAL COMPLIANCE

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

 

17.  THIRD PARTY LINKS

You acknowledge that the Services may link to third party websites or feeds that are connected or relevant to the Services. Any link from the Services does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

 

18.  MISCELLANEOUS

 

18.1.                      Severability . If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

 

18.2.                      Waiver . Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

 

18.3.                      Changes to this Agreement . We reserve the right, at our sole discretion, to modify this Agreement at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Services.

 

18.4.                      Relationship of the Parties . The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall 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 shall have authority to contract for or bind the other party in any manner whatsoever.

 

18.5.                      Notices . All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

 

18.6.                      Assignment . Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Zax Law’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, delegation, or transfer in violation of this Section 18.6 is void.

 

18.7.                      Entire Agreement . This Agreement, together with the order form and any Platform instructions, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order governs: first, this Agreement, then any other documents incorporated herein by reference.

 

19.  CONTACT US

If you have any questions about this Agreement, you can contact us by visiting this page on our website:  http://www.realformity.com/contact.