Master Service Agreement & Terms of Service

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

• "Account" means the primary user account and any sub-accounts created by the Customer or Authorized Users within the Service.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
• "Authorized User" means an individual natural person, whether an employee, business partner, contractor, or agent of Customer, who is registered or permitted by Customer to use the Services.
• "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• "Customer Data" means electronic data and information submitted by or for Customer to the Services, excluding Content or Non-LegalFlow Applications.
• "Documentation" means the online user guides, documentation, and help and training materials, as updated from time to time, accessible via the LegalFlow website.
• "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
• "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
• "Service" or "Services" means the products and services that are ordered by Customer under an Order Form or provided to Customer under a free trial, and made available online by LegalFlow.
• "Subscription Term" means the period defined in the applicable Order Form or the active period of a monthly/annual recurring subscription.

2. PROVISION OF SERVICES

2.1. Provision of Access. Subject to the terms and conditions of this Agreement and payment of all applicable fees, LegalFlow hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services solely for Customer’s internal business operations during the Subscription Term.

2.2. Service Availability (SLA). LegalFlow shall use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which LegalFlow shall give advance electronic notice); and (ii) any unavailability caused by circumstances beyond LegalFlow’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving LegalFlow employees), Internet service provider failure or delay, Non-LegalFlow Application, or denial of service attack.

2.3. Protection of Customer Data. LegalFlow will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of Customer Data by LegalFlow personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, or (c) as Customer expressly permits in writing.

3. USE OF SERVICES AND CONTENT

3.1. Subscriptions. Unless otherwise provided in the applicable Order Form or check-out interface: (a) Services are purchased as subscriptions; (b) subscriptions may be added during a Subscription Term at the same pricing as the underlying subscription pricing, prorated for the portion of that Subscription Term remaining at the time the subscriptions are added; and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

3.2. Usage Limits. Services are subject to usage limits, including, for example, the quantities specified in Order Forms or the Pricing Page (e.g., number of active cases, storage limits). If Customer exceeds a contractual usage limit, LegalFlow may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding LegalFlow’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Tiers promptly upon LegalFlow’s request.

3.3. Customer Responsibilities. Customer will (a) be responsible for Authorized Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify LegalFlow promptly of any such unauthorized access or use, and (d) use Services only in accordance with the Documentation and applicable laws and government regulations.

3.4. Usage Restrictions. Customer will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than Customer or Authorized Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (j) access any Service or Content in order to build a competitive product or service, or (k) reverse engineer any Service.

4. FEES AND PAYMENT

4.1. Fees. Customer will pay all fees specified in Order Forms or the online checkout process. Except as otherwise specified herein or in an Order Form: (i) fees are based on Services and subscriptions purchased and not actual usage; (ii) payment obligations are non-cancelable and fees paid are non-refundable; and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.

4.2. Invoicing and Payment. Customer will provide LegalFlow with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to LegalFlow. If Customer provides credit card information to LegalFlow, Customer authorizes LegalFlow to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.

4.3. Suspension of Service and Acceleration. If any amount owing by Customer under this or any other agreement for LegalFlow services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Customer has authorized LegalFlow to charge to Customer’s credit card), LegalFlow may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services to Customer until such amounts are paid in full.

4.4. Taxes. LegalFlow's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.

5. PROPRIETARY RIGHTS AND LICENSES

5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, LegalFlow and its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.2. Customer Data. As between LegalFlow and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer hereby grants LegalFlow a worldwide, limited-term license to host, copy, transmit and display Customer Data strictly as necessary for LegalFlow to provide the Services in accordance with this Agreement. LegalFlow acquires no right, title or interest from Customer or Customer’s licensors under this Agreement in or to Customer Data.

5.3. License to Feedback. Customer grants LegalFlow and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of the Services.

6. CONFIDENTIALITY

6.1. Definition of Confidential Information. "Confidential Information" means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2. Protection of Confidential Information. The 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 (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) 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 have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

7.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

7.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

8. INDEMNIFICATION

8.1. Indemnification by Customer. Customer will defend LegalFlow against any claim, demand, suit or proceeding made or brought against LegalFlow by a third party alleging that any Customer Data or Customer’s use of Customer Data with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services in violation of the Agreement, Order Form or applicable law (each a "Claim Against LegalFlow"), and will indemnify LegalFlow from any damages, attorney fees and costs finally awarded against LegalFlow as a result of, or for any amounts paid by LegalFlow under a settlement approved by Customer in writing of, a Claim Against LegalFlow, provided LegalFlow (a) promptly gives Customer written notice of the Claim Against LegalFlow, (b) gives Customer sole control of the defense and settlement of the Claim Against LegalFlow (except that Customer may not settle any Claim Against LegalFlow unless it unconditionally releases LegalFlow of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense.

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

9.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10. TERM AND TERMINATION

10.1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

10.2. Termination for Cause. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.3. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section 10.2 (Termination for Cause), LegalFlow will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by LegalFlow in accordance with Section 10.2, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of its obligation to pay any fees payable to LegalFlow for the period prior to the effective date of termination.

10.4. Surviving Provisions. The sections titled "Fees and Payment," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Portability and Deletion of Customer Data," "Removal of Content and Non-LegalFlow Applications," "Surviving Provisions" and "General Provisions" will survive any termination or expiration of this Agreement.

11. GENERAL PROVISIONS

11.1. Export Compliance. The Services, Content, other technology LegalFlow makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use any Service or Content in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

11.2. Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of LegalFlow’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

11.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between LegalFlow and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

11.4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.5. Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of France, without giving effect to its conflicts of laws rules.

11.6. Venue. The federal and state courts located in Paris, France shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.

End of Terms of Service. For any questions, please contact our legal department at legal@yourdomain.com.