TERMS OF SERVICE
THESE TERMS ARE A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“LICENSEE,” “CLIENT,” “YOU” OR “YOUR”) AND INTERACTIVE MEDIA LLC (“LITIGEN”). BY USING THE SERVICES AND/OR ANY SOFTWARE HEREIN DESCRIBED, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND THE SERVICE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF A CLIENT IS ENTERING INTO THE SERVICE AGREEMENT ON BEHALF OF AN ENTITY, CLIENT REPRESENTS AND WARRANTS TO LITIGEN THAT CLIENT HAS LEGAL AUTHORITY TO BIND THAT ENTITY.
CLIENT USERS ACCESS
Initially, to set up a new client, Litigen will create usernames and passwords for each User at the Client. After Client has been onboarded, for security reasons, the Client will be responsible for changing passwords for each User. Client is responsible for maintaining the confidentiality of all logins and passwords, for ensuring that each login and password is used only by the User to which it was issued, for ensuring that logins and passwords are not shared, and for maintaining the security of Client’s account. The Client will immediately notify Litigen by email of the identity of any User no longer authorized to use the Services to enable Litigen to restrict access by such individual.
Client is solely responsible for all (a) access and use of the Services that occur using Client’s logins and passwords, and (b) actions of Client and its Users in connection with use of the Services. Litigen shall have no liability for any loss or damage arising therefrom. Client agrees to immediately notify Litigen of any unauthorized use of its account or any login and password, or any other actual or attempted breach of security known to Client.
Subject to the terms and conditions of the Service Agreement and the Terms, Client is granted a non-transferable, non-exclusive license (“License”) to use the Litigen Platform as provided to the Client. The Client shall only use the Services and Litigen Platform in accordance with the Service Agreement and the Terms. Upon termination, Litigen shall have the right to remove all access to the Software from the Client. Software is provided “as is” without warranty of any kind, express, implied, or statutory.
Unless otherwise expressly stated, Client represents that they own all rights, title, and interest in and to any property presented to Litigen or uploaded on the Software, in furtherance of the Service Agreement (the “Ownership Representation”). Litigen shall not be liable for any copyright or trademark infringement based on Ownership Representation by the Client. Client agrees that Litigen may rely on the belief that information and documentation provided to Litigen by Client will not infringe on the rights of any other parties without independent investigation or verification.
Services coordinated through Litigen shall create new property, including but not limited to, video depositions, video testimonials, transcripts, and more. The property created as a result of the Services shall be the property of Litigen. The provision of that property to the Client shall result in a revocable license to use the property in favor of the Client.
In the event there is a breach in the Ownership Representation, the Client shall indemnify and hold harmless Litigen from any liabilities, penalties, demands, or claims finally awarded that may be made by a third party and related to the Ownership Representation. Both Parties agree to notify the other Party promptly of any written claims or demands against the indemnified Party for which the indemnifying Party is responsible hereunder. Further, upon receipt of such notice, the Client shall promptly reimburse Litigen for any and all attorneys’ fees, costs, or expenses incurred in defending against any written claim or demand.
FEEDBACK/USE OF LICENSEE’S NAME
The Client agrees to provide Litigen suggestions, comments and feedback regarding the Services or Software, including but not limited to usability, features, functionality, and bug reports (collectively, “Feedback”). If Client provides such Feedback to Litigen, you hereby grant Litigen the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully-paid-up rights to: make, use, copy, modify, sell, distribute, publicly perform or display, sublicense (including the right to sublicense to further third parties), and create derivative works of the Feedback as part of any Litigen product, technology, service, specification or documentation (individually and collectively, “Litigen Products”). Client warrants that its Feedback is not subject to any license or other terms that would purport to require Litigen to comply with any additional obligations with respect to any Litigen Products that incorporate any Feedback.
Litigen may use Licensee’s name and/or logos to identify Licensee as a Litigen Client in its general marketing materials or otherwise. Clients have the option of opting out by providing Litigen with written notice.
Litigen shall provide reasonable technical support:
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, a Federal law and regulations (amended by the HITECH Act) that require all covered entities, their business associates, and their subcontractors or agents to adhere to a minimum set of standards regarding the collection and processing of patient information and restricts the disclosure of such information. In the event any documents, video, transcripts, or other similar materials would fall into the protections of HIPAA, that Client shall be responsible for staying in compliance with all applicable HIPPA rules and regulations. The Client is responsible for all HIPAA compliance requirements at all times.
In the Client’s use of the Services or Software, Client agrees to comply with all applicable laws and regulations. Client shall, in connection with its use of the Services or Software, comply with all applicable import, export and re-export control laws and regulations of any country, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control. For clarity, Client is solely responsible for compliance related to the way Client chooses to use the Services or Software.
Client must be compliant at all times with applicable local laws and regulations and shall solely be respons-ible for confirming that the Services are not in violation of any State Bar Association or other governing board or any other entity. This shall include any applicable laws, statutes, and regulations outside of the United States of America. Litigen makes no representation that the Services are compliant outside of the United States of America, any use of the Services outside of the United States of America are done so in the Client’s sole risk.
LICENSE GRANT AND RESTRICTIONS
Subject to the terms and conditions of the Service Agreement and the Terms of Service, Litigen grants to Client a non-exclusive, non-transferable license (without right to sublicense) to use the Services and/or Software for so long as the Client remains in good standing and are not behind on payments to Litigen.
Except as otherwise specifically permitted in writing, Client may not:
Any update to the Software provided to the Client is made on a license exchange basis such that Client agrees, as a condition for receiving an update, that Client will terminate Client’s use of any previous version of the Software. Litigen may automatically check the Services and/or Client’s version of the Software and may automatically update the Services and/or Software from time to time. The Client agrees to accept such updates subject to the Service Agreement and the Terms.
The Client agrees that Client will not:
Visiting Litigen’s site or the Software application, contacting us through our site or App, or sending emails to us constitutes electronic communication(s). The Client consents to receive electronic communications from us, and Client agrees that all terms, notices, disclosures, and other communications that we provide to you electronically whether by email, directly on the site, or while using the application(s) satisfy any legal requirements to the extent permissible under applicable law that such communications be “in writing.”
FEES AND PAYMENT FEES
If there is a fee associated with your use of the Services or Software, Client agrees to pay that fee. The fee charged excludes all applicable taxes and currency exchanges, unless stated otherwise. Client is solely responsible for paying such taxes or other charges. Litigen may suspend or cancel Client’s access to the Services or Software if Litigen does not receive payment from Client. Suspension or cancellation for non-payment may result in a loss of access to and use of Client’s account. Client will be asked to establish a payment method at the time it signs up with Litigen. Client agrees to keep its billing account information current at all times.
By providing Litigen with Client’s payment method, Client:
Client acknowledges and agrees that Litigen may bill Client on a recurring basis for Services that Client purchases on a subscription basis. Client acknowledges that Litigen may apply additional fees for usage, storage space or services per Litigen’s billing schedule. If Client takes part in any trial offer, Client must cancel the Services by the end of the trial period to avoid incurring charges. Client authorizes Litigen to charge a 10% (ten percent) fee for any late or unpaid invoices, additionally Litigen is entitled to attorney fees related to any collections efforts related to your account.
Litigen may change the price it charges for the Services at any time and will notify Client in advance of such changes. If Client does not agree to the price change, Client must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Services, that price will remain in force for that term. Unless otherwise provided by law or by a particular Services offer, all purchases are final and non-refundable.
NO LEGAL ADVICE
Nothing in the Litigen site or Software applications is intended to create an attorney-client relationship between the Client and Litigen. The content of the Services and/or Software should not be deemed legal advice, and Client should not rely on any part of the Services/Software as legal advice related to your circumstances or business.
Client agrees to use reasonable efforts to cooperate with and assist Litigen in identifying and preventing any unauthorized use, copying, or disclosure of the Services or the Software.
LITIGEN PROPRIETARY RIGHTS
Litigen owns all proprietary rights in and to the Services and the Software. The Services and any Software provided to you is licensed and not sold. Except as expressly provided herein, Litigen retains all rights and does not grant any express or implied right to Client under any Litigen patents, copyrights, trademarks, or trade secret information.
MODIFICATION AND TERMINATION OF THE SERVICE AND/OR SOFTWARE
Litigen may place limits on, modify, suspend or terminate the Services generally, may remove or disable access to any content posted by Client in using the Services and may suspend or terminate Client’s use of the Services or terminate the Service Agreement at any time, including as a result of Client’s use of the Services that Litigen reasonably deems to be excessive, which may include usage that substantially and repeatedly exceeds the typical levels of usage by other users of same category/tier of Service.
Notwithstanding anything else in the Service Agreement, this suspension or termination may result in the immediate deletion of Client’s documents, information, files, and other previously available content. Litigen is under no obligation to return any content to you. If Litigen terminates the Services, Client’s use of the Services, the rights and licenses granted to Client under the Service Agreement shall immediately terminate and Client shall immediately cease using the Services.
CHANGES TO THIS AGREEMENT
Litigen may change the Terms and will post the modified agreement (which shall then become the Terms) on the Software application and/or the Litigen website. Therefore, Litigen encourages you to check the Terms of Service and the Service Agreement from time to time to see if they have been updated. If Client does not agree to the modified agreement, Client’s sole recourse is to stop using the Services and/or Software. Client’s continued use of the Services or Software after the date the modified Terms are posted will constitute Client’s acceptance of the modified agreement.
INDEMNIFICATION BY CLIENT
Client agrees to defend, indemnify, and hold harmless Litigen, and its employees, members, officers, agents, representatives, and contractors from and against any and all claims, losses, damages, complaints, demands, obligations, actions, lawsuits, judgments, awards, penalties, verdicts, payments or causes of action of any kind including but not limited to claims for personal injury, damages to a business, contract, tort, contribution and/or indemnity, claims for statutory indemnity, negligence, gross negligence, and any other liability of any kind brought by Client or any third party including all associates of the Client or third party including all associates if the Client or third parties, anyone bringing derivative claims, and/or anyone bringing claims by, through, or under the client or third parties, related in any way to incident to, arising out of, or in connection with the agreement (including but not limited to the services rendered or information obtained in the program, consideration, confidential, proprietary, or copyright information) acts and/or omissions of Litigen, and its employees, members, officers, agents, representatives, and contractors.
EXCLUSION OF WARRANTIES
Licensee acknowledges and understands that the Services and any Software may contain errors, omissions, and problems. Licensee hereby accepts the Services and Software “as is” and with all faults, defects and errors and licensee understands that it assumes all risk or use, quality, and performance. Neither Litigen nor any of Litigen’s licensors make any express warranties, and each of them disclaims all implied warranties, including implied warranties or accuracy, merchant ability, fitness for a particular purpose, title, and non-infringement.
LIMITATION OF LIABILITY
LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER LITIGEN NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE,INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE AND IN NO EVENT SHALL THEY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF FEES PAID TO LITIGEN BY LICENSEE (IF ANY) UNDER THE TERMS OR THE SERVICE AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO CLIENT ONLY TO THE EXTENT THEY ARE LAWFUL IN CLIENT’S JURISDICTION.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE TERMS OR THE SERVICE AGREEMENT HAS BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CLIENT ACKNOWLEDGES THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, LITIGEN WOULD NOT LICENSE THE SERVICES OR SOFTWARE TO THE CLIENT.
THIRD-PARTY SERVICE PROVIDERS
GENERAL LEGAL TERMS
The Terms and the Service Agreement is the entire agreement between Client and Litigen related to the Services and/or Software, replacing any prior agreements. There are no other third-party beneficiaries to this Agreement. The parties to this Agreement are independent contractors, and nothing in the Terms of the Service Agreement creates an agency, partnership, or joint venture. The Client shall not assign the Service Agreement, by operation of law or otherwise. Litigen may assign the Service Agreement.
Failure to enforce any provision will not constitute a waiver of that provision. If any provision of the Terms or the Service Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose and, in any event, the remainder of the Agreement shall be unaffected. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in the action or proceedings.
Client may only resolve disputes with Litigen on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
The Service Agreement and the Terms of Service shall be governed by Kansas law without regard to any conflict of laws principles.
In the event of a conflict, the Terms of Service shall supersede the Service Agreement, which shall include any amendments thereto.
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