LEGIST MEDIA LTD. SUBSCRIPTION AGREEMENT
AND TERMS OF SERVICE
This Legist Media Subscription
Agreement ("Agreement") is between Legist Media Ltd., ("Legist"),
the publisher of The Chancery Daily
– The Long Form, The Chancery
Daily – The Short Form, The
Chancery Daily – The Forma Pauperis and The Chancery Transactional, and "Customer"
(as defined below) and is dated as of the date of the submission of Customer's "Order
Form" (as defined below).
2. License. Legist grants each Authorized User a non-exclusive,
non-transferable, limited right to access and use Content described in the
applicable Order Form(s) submitted by Customer to Legist, consistent with the
terms of this Agreement. Customer agrees to and shall comply with, and
shall ensure that Authorized Users comply with the terms of this Agreement and
any other applicable terms and conditions governing website access or mailing
list inclusion set forth in and referenced as part of the Terms of Service designated
by Legist from time to time, as posted on the domain chancerydaily.us-east-2.elasticbeanstalk.com or
such other domain as designated by Legist. An Authorized Users access or
use of Content constitutes acceptance of all terms and conditions contained or
incorporated herein. Except as
otherwise noted, Policy Users are subject to the Terms of Service applicable to
Authorized Users. Legist reserves
the right to discontinue providing Content to any Policy User at any time
without notice. Access and use of
Content by parties who are not Authorized Users or Policy Users is not
permitted except as expressly provided herein.
3. Permitted Uses. Authorized
Users may access, view and store Content subject to the restrictions below.
3.1. Authorized Users
licensed under a Multi-User Subscription may distribute a limited amount of
Content (in terms of quantity, frequency of distribution and scope of
distribution, as determined in Legist's sole judgment) to colleagues within
Authorized User's organization who are not also Authorized Users or to third
parties in (i) the ordinary course of Customer's
primary business of providing legal services to clients or litigation support
or (ii) the course of legal research or related work. Authorized Users may use the Content
solely in the regular course of legal and business research and related work
for Customer and Customer's clients, including to quote and excerpt from such
Content by electronic cutting and pasting or other means in memoranda, briefs
and similar work product created by Authorized User in the regular course of
Authorized User's research and work; provided that in all cases Authorized User
retains all copyright and other proprietary notices and rights to such work
product. An Authorized User or
Policy User may print portions of Content and/or download portions of Content
to a storage device under Customer's exclusive control solely to access such
data for use consistent with the terms and conditions of this Agreement.
Notwithstanding the above, Content may not be systematically redistributed or
forwarded to individuals within Customer's organization who are not Authorized
Users or to any third party. Customer's or Authorized User's use as set forth
within this provision shall not be for the purpose or have the effect of
limiting or reducing the number of paid Authorized Users.
Users licensed under a Single User Subscription may access, view and store
Content on a personal computer only accessible by Authorized User for
Authorized User's own personal, noncommercial use. Content may not be shared
with any third party, or forwarded to an e-mail address that is not Authorized
User's e-mail address.
& Payment. Customer shall
pay Legist the subscription price for the term chosen on an Order Form.
Customer will remit payment within 30 days of receipt of an invoice. Customers
electing to pay by credit card will be charged periodically in accordance with
the terms elected. In the event
that a credit card transaction is not successful (e.g. expired card, bank processing
error), Customer must pay outstanding amounts due within 15 days of receiving notice
of the failed transaction. Legist reserves the
right to immediately terminate Customer's access to Content, without further
notice, if Legist does not receive payment by the due date.
5. Subscription Terms. The
Customer may, by remitting timely payment, renew the subscription on the
same terms and conditions as the previous subscription term, unless Legist
provides Customer with written notice of any changes to pricing, terms and
conditions at least sixty (60) days before the end of
the current subscription term.
by Customer. Customers and Authorized Users may cancel a subscription by
giving Legist written notice thirty (30) days before
the end of the current subscription term. Cancellations shall be effective at
the end of the current subscription term. Except as set forth in Section 6.2,
Customers shall not be entitled to a refund of any fees for the current
6.2 Cancellation by Legist. Legist reserves
the right at its sole discretion and conditional only upon repayment and/or
credit of any unused prepaid subscription fees as calculated on a pro-rata
basis to terminate any Authorized User's access to the Content or to
discontinue providing Content for all Authorized Users without notice. Legist may terminate any Authorized User's
access to the Content without further notice and without any repayment
obligation if Legist reasonably believes that Customer or Authorized User(s)
has/have engaged in activity that violates applicable law or any provision of
this Agreement and Legist has provided Customer or Authorized User(s) with
written notice of the violation, unless Customer or Authorized User(s) cures
the violation within five business days of the notice date.
7. Proprietary Rights.
Content was developed, compiled, prepared, revised, selected and
arranged by Legist through the application of methods and standards of judgment
developed and applied through the expenditure of substantial valuable time,
effort and money and constitute valuable intellectual property and trade
secrets of Legist. Customer and Authorized Users acknowledge and agree that
they have no ownership right in or to the Content and that no such rights are
granted under this Agreement. Customer and Authorized Users agree to protect
the proprietary rights of Legist during and after their subscription term(s).
Customer and Authorized Users shall honor and comply with all obligations under
this Agreement, and all requests made by Legist to protect its contractual,
statutory and common law rights in the Content with the same degree of care
Customer uses to protect its own proprietary rights, which in no event shall be
less than reasonable efforts. Customer agrees to notify Legist in writing
promptly upon becoming aware of any claim that the Content infringes any
patent, copyright, trademark or other contractual, statutory or common law
rights. Except as set forth at Section 3.1, Legist shall retain all rights to
all data and content comprising or included in the Content. The granting of
this license does not affect the ownership of any data or materials, whether
tangible or intangible. Each
publication contains proprietary Content and/or software protected by copyright
and other similar laws. Legist and its licensors retain all rights in the
Content, including (without limitation) all copyright and other proprietary
rights worldwide in all media. Legist does not claim copyright in
government works or the copyrighted works of others.
8. Representations; Limited Warranty. Legist represents and warrants that it
has the right to make the Content available to Authorized Users under this
Agreement. Customer and Authorized
Users represent and warrant that use of the Content shall comply with all
applicable laws, rules and regulations. Legist may employ the use of third
party applications or link to third party websites. An Authorized User's use of these third
policies of such third parties.
Warranty Disclaimer. AUTHORIZED USER EXPRESSLY AGREES THAT
THE CONTENT AND/OR ANY CONTENT PROVIDED BY THIRD PARTIES ARE PROVIDED ON AN "AS
IS," "AS AVAILABLE" BASIS, AND THAT USE OF THE CONTENT AND/OR
CONTENT PROVIDED BY THIRD PARTIES ARE AT THE SOLE RISK OF THE CUSTOMER. LEGIST
DOES NOT WARRANT THAT THE CONTENT OR DELIVERY OF THE CONTENT WILL BE
UNINTERRUPTED OR ERROR-FREE, AND LEGIST MAKES NO WARRANTY AS TO THE ACCURACY,
COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH ITS PUBLICATIONS. LEGIST MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. LEGIST DOES NOT WARRANT THAT ITS CONTENT OR THE CONTENT
PROVIDED BY THIRD PARTIES CONTAINED IN THE NEWSLETTER IS ERROR-FREE, NOR THAT
IT WILL MEET AUTHORIZED USER'S REQUIREMENTS, NOR THAT ANY ELECTRONIC
TRANSMISSION THEREOF WILL OPERATE IN AN ERROR-FREE MANNER.
9. Limitation of Liability. IN NO EVENT SHALL Legist, ITS AFFILIATES AND THEIR
OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, CONTENT PROVIDERS, AGENTS OR
GROUP") HAVE ANY RESPONSIBILITY OR LIABILITY, CONTINGENT OR OTHERWISE, FOR
ANY INJURY OR DAMAGES AND/OR BE LIABLE TO CUSTOMER, ANY USER, OR ANY OTHER
PERSON FOR ANY LOST PROFITS, LOSSES, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY
OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THE USE OF
THE CONTENT OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS
AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF CUSTOMER, AUTHORIZED
USER, OR OTHER PERSON HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF
SUCH DAMAGES OCCURRING. IF THE FOREGOING LIMITATIONS ARE HELD TO BE
UNENFORCEABLE, Legist GROUP'S
LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER, ANY AUTHORIZED USER, OR
ANY OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF THE FEES FOR THE
APPLICABLE SUBSCRIPTION TERM PAID BY CUSTOMER FOR THE SUBSCRIPTION TERM
IMMEDIATELY PRECEDING THE OCCURRENCE OF THE ALLEGED INJURY OR DAMAGE. IN
NO EVENT MAY CUSTOMER OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST
THE Legist GROUP MORE THAN ONE
(1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
Majeure. Legist shall not be liable for failure to perform any part
of this Agreement where such failure is due to fire, flood, power outages,
strikes, war (declared or undeclared), acts of terror, embargoes, blockages,
legal restrictions, governmental regulations or orders, riots, insurrections,
an Act of God, or any cause beyond the control of Legist. In such event,
Legist shall use reasonable efforts to resume performance. This Agreement
shall not be regarded as terminated or frustrated as a result of such failure
of performance not exceeding one (1) month and the parties shall proceed under
this Agreement when the causes of such non-performance have ceased or have been
11. Notices. Notice under this Agreement shall be made in writing, effective upon receipt to Legist Media Ltd., 605 N. Market St., 2nd fl., Wilmington, DE 19801. Notice to Customer shall be addressed to the designated billing contact and address. For general inquiries, Customer may contact Legist at (302) 655-2730 or at firstname.lastname@example.org
Privacy. Legist collects Customers' names,
addresses, and e-mail address for billing purposes, and Authorized Users' names
and e-mail addresses in order to provide Content. Customer and Authorized User
lists are maintained in strict confidence, however, your information may be
stored and processed in the United States or any other country where Legist
provides services. By subscribing to the Content, you consent to the transfer
of information outside of your country. If access to the Content has been
provided by or through a third-party (for example, your employer) they may have
provided personal information about you to facilitate delivery of the Content
and distinguish you from other subscribers. Customer agrees to notify Legist
promptly of any changes to its e-mail address or that of any Authorized User.
13. Disclaimer of Professional Advice. The information provided through the Content is not and
shall not be construed as tax, accounting, legal, regulatory or other
professional advice or sufficient to satisfy any tax, accounting, legal,
regulatory or other professional requirements. Customers and Authorized
Users should consult tax, accounting, legal, regulatory or other professional
advisor(s) for advice. None of the Content nor any related services or
any portion thereof shall constitute or be construed as (a) a solicitation,
offer, opinion or recommendation by Legist, its affiliates, content providers
or any supplier, for any transaction in any financial instrument, including but
not limited to securities, (b) providing legal, financial or investment advice
or recommendations, or (c) forming an attorney-client relationship.
14. Miscellaneous Provisions.
14.1 Entire Agreement.
Unless otherwise specified in the applicable Order Form, this Agreement, as it
may be amended from time to time, constitutes the entire agreement between each
Customer and Legist, and supersedes all prior or contemporaneous writings,
discussions, agreements, and understandings of any kind, with respect to the
subject matter of this Agreement.
14.2 Each Party Acting Independently.
Legist and Customer agree that each is acting independently of the other, that
they are not joint venturers, and that neither is an
agent, partner, or joint venturer of the other.
14.3 Amendment and
Assignment. Except as otherwise expressly set
forth herein, neither this Agreement nor any Order Form shall be changed,
modified or amended except by a writing signed by a duly authorized
representative of Legist and the Customer. Neither party may assign this
Agreement or any rights or obligations created under this Agreement without the
prior written consent of the other party, which consent will not be unreasonably
withheld, except that Legist may assign this Agreement without consent (i) to any subsidiary or affiliated company, (ii) to an
entity succeeding to all or substantially all of its stock or assets, whether
by merger or purchase, provided that such entity shall expressly assume all of
Legist's obligations under the Agreement, or (iii) in the event Legist sells or
otherwise transfers its assets to a third party. Customer acknowledges
and agrees that Legist may delegate certain of its responsibilities, obligations
and duties under or in connection with this Agreement to a third party or an
affiliate of Legist, which may discharge those responsibilities, obligations
and duties on behalf of Legist.
14.4 Severability. Should
any provision of this Agreement be held to be void and invalid, unenforceable
or illegal by a court the validity and enforceability of the other provisions
will not be affected thereby.
14.5 No Waiver. Failure of any party to enforce any
provision of this Agreement will not constitute or be construed as a waiver of
such provision or of the right to enforce such provision.
All beneficial rights (other than the right to collect subscription fees)
granted to or reserved in this Agreement by Legist shall accrue to and are for
the benefit of licensors and suppliers to the same extent as Legist.
Except as expressly stated herein, nothing contained in this Agreement is
intended to create third party beneficiaries.
14.7 Survival. Paragraphs 3,
4, 5, 8, 9, 11, 13, and 14 shall survive any termination of this Agreement and
shall continue in full force and effect.
14.8 Choice of Law. This Agreement shall for all purposes be governed and
construed in accordance with the law of the State of Delaware without regard to
its choice-of-law rules. The parties, and their successors and assigns,
agree to submit to the jurisdiction of each of the federal and state courts
located in Delaware in connection with any matters arising out of or relating
to this Agreement, and waive any objection to such venue, including forum non
conveniens, sovereign immunity, Act of State or