This subscription agreement refers to you as a "Customer." The services available to Customers are collectively referred to as "Services." The content accessible through the Services are referred to as "Materials" and "Data." The subscription order (“Subscription Order") that you select upon subscribing governs the Materials that are available to you (the "Selected Materials"), how many people authorized to access the materials "(Authorized Persons") and the term of your subscription (the "Subscription Period").
PLEASE READ THIS SUBSCRIPTION AGREEMENT IN ITS ENTIRETY BEFORE SUBSCRIBING TO OR USING THE SERVICES. IF YOU DO NOT AGREE AND ACCEPT THIS SUBSCRIPTION AGREEMENT IN ITS ENTIRETY, YOU MAY NOT USE THE SERVICES.
The parties agree as follows:
1.1 Ordering. By executing one or more subscription orders under this Agreement (each a “Subscription Order”), Customer may obtain access to the Content, Data, Materials and other features offered through Logic Labs LLC proprietary platform of servers, software, technology or Data and Materials via email(the “Services”). The specific Services available to Customer are identified in the Subscription Order. Subscriptions include “one off” sales as well as sales agreements that are associated with a time period. All use of the Services by Customer is subject to the terms and conditions of this Agreement.
1.2 Subscription Period. The period of access to the Services will be specified in the applicable Subscription Order (“Subscription Period”) and if no period is specified, the Subscription Period will be twelve (12) months (unless the sale is a “one-off” order). A Subscription Order is not cancelable by Customer during a Subscription Period. At the end of the initial Subscription Period, the Subscription Period will automatically renew for successive one (1) year terms, unless Customer notifies Logic Labs LLC in writing 60 days prior to the termination of the current Subscription Period, or as otherwise specified in a Subscription Order.
2.1 Services License. Logic Labs LLC hereby grants to Customer a limited, revocable, nonexclusive, non-transferable, non-sublicensable right and license to access the Services specified in the Subscription Order during the Subscription Period for its internal business purposes. Should the Subscription Period end, or should Customer decline to renew their Subscription Order, then Customer's license to the Services specified in the Subscription Order will be revoked.
2.2 Data License. Logic Labs LLC hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to license to access and use the data provided to Customer which is outlined in the Subscription Order during the Subscription Period for its internal business purposes. Should the Subscription Period end, or should the Customer decline to renew their Subscription Order, then Customer's license to the data specified in the Subscription Order will be revoked.
2.3 Account Password and Security. Customer’s account with Logic Labs LLC will provide Customer with access to the Services and the API and other functionality that Logic Labs LLC may provide from time to time. Customer shall protect its passwords and take full responsibility for Customer's own as well as any third party use of the Customer account. Customer is solely responsible for any and all activities that occur under its accounts, except for any activities performed by Logic Labs LLC as set forth herein. Customer agrees to notify Logic Labs LLC immediately upon learning of any unauthorized use of its account or any other breach of security. From time to time, Logic Labs LLC' support staff may log in to the Services under Customer’s password in order to maintain or improve the Services, including for the purpose of providing Customer assistance with technical or billing issues. Customer hereby acknowledgesand consents to such access.
2.4 Services Modifications. Logic Labs LLC is constantly innovating in order to provide the best possible experience for its customers. Customer acknowledges and agrees that the form and nature of the Services that Logic Labs LLC provides may be improved from time to time without prior notice to you, including without limitation security patches, added functionality, and other enhancements. Changes to the form and nature of the Services will be immediately effective with respect to all versions of the Services.
2.5 Restrictions. Customer shall not, and shall not permit its clients to: (i) resell, sublicense, distribute or otherwise provide access to the Services, or data or information contained in orderived from the Services, to any third party or use the Services outside the scope of the license granted herein; (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Services or otherwise attempt to discover any source code or trade secrets related to the Services; or (iii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of Logic Labs LLC. Neither the Services nor any data or information contained in or derived from the Services may be used in connection with credit granting, credit monitoring, account review, collection, insurance underwriting, employment or for any other purpose covered by the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq ("FCRA")), Federal Trade Commission interpretations of the FCRA, and similar federal and state statutes. Customer will indemnify, defend and hold Logic Labs LLC harmless against any damages, losses, claims or judgments arising out of any violation of Section 2 of this Agreement.
2.6 Eligibility. Customers must be 18 years of age or older to use the Services, Materials and Data in any manner. By accepting the terms and conditions of this Subscription Agreement, Customer represents and warrants that Customer is 18 years of age or older, and the Customer has the right, authority and capacity to agree to and abide by the terms and conditions of this Subscription Agreement.
2.7 Customer Support. Logic Labs LLC will provide online support at firstname.lastname@example.org.
3.1 The term of this Agreement commences on the Effective Date and continues until all Subscription Periods, including any renewals thereof, have been terminated.
4.1 Charges. Customer will be billed for use of the Services in accordance with the applicable Subscription Order. The pricing specified in a Subscription Order will be firm for the initial term of the Subscription Order. Logic Labs LLC may provide notice of an increase in pricing in advance of Subscription Period renewal.
4.2 Payment. Charges for the Services are due and payable immediately upon subscribing. Company may store your payment information, including but not limited to, credit card information. Due to the nature of the materials all sales are final and non-refundable. Payment may be made via Paypal, credit card, or bank wire transfer or another method mutually agreed to by the parties. Logic Labs LLC is authorized to charge any renewal subscription fee to the credit card previously provided to the Company automatically at the end of the Customer’s subscription period unless the Customer provides written notice 60 days prior to the end of Customer’s subscription to Services. Any invoiced amount not paid by the due date will bear a late payment charge at the rate of one and a half percent (1.5%) per month (or such lower amount as may be required by law) until paid.
4.3 Delivery of Materials. Customers who purchase via Paypal and credit card, will receive a USB device in the mail with the corresponding Materials and Data purchased (as agreed in the Subscription purchased). Customers will be required to sign and date for the Data and Materials delivered by mail. All subsequent updates to Materials and Data will be sent via email thereafter. Customers who prefer to pay via Bank Transfer are eligible to receive Data and Materials via USB device in mail initially, or by email initially only once funds have cleared and are in Logic Labs LLC bank account. Thereafter, customers will receive all further updates to Data and Materials via email. Bank wire details shall be provided to Customers for bank wiring.
4.4 Taxes. Fees do not include and Customer shall pay, indemnify and hold Logic Labs LLC harmless from all applicable sales/use, gross receipts, value-added, GST or other tax on the transactions contemplated herein, other than taxes based on the net income or profits of Logic Labs LLC.
4.5 Accuracy, Completeness and Timeliness of Information. Company has made and will continue to make commercially reasonable efforts to ensure that the Data and Materials are complete and accurate. However, Company is not responsible if any Data or Materials are not accurate, complete or current. Company reserves the right to add, delete, edit or modify the Data and Materials any time. It is Customer’s responsibility to monitor changes to the Data and Materials. Any reliance on Data and Materials is at Customer’s own risk.
4.6 Free Trial. Customers shall be provided with a free trial and Company’s own discretion. If awarded a free trial the Customer shall receive a sample of Material and Data, the size of which is at the Company’s discretion, as a sample of the full Service, Materials and Data that the Customer shall receive if Customer is said to purchase a Subscription. All efforts are made so that this sample data is an accurate representation of the entire Service as stated in 4.4.
5.1 “Confidential Information” means, subject to the use license granted in Section 10.2, any non-public information relating to or disclosed in the course of this Agreement, including the Services and data or information contained in or derived from the Services. The receiving party will not share Confidential Information with third parties (except as otherwise provided in this Agreement, including Section 2), will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only as permitted in this Agreement and for fulfilling its obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes part of the public domain through no fault of the receiving party; (b) was already in possession of the receiving party without restriction; (c) is independently developed by the receiving party without violation of this Section; or (d) is received from a third party without restriction. The receiving party may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. At the request of the disclosing party, the receiving party will return all of the other party’s Confidential Information that is reduced to writing(s), drawing(s), schematic(s), or any other form of documentation, or destroy all such material, and permanently delete if in electronic form, and to certify the destruction to the disclosing party, provided however, if the Agreement is not terminated for cause, the Customer may retain copies of the reports or information printed or obtained through the Services subject at all times to the license restrictions specified in Section 2.4 and the nondisclosure requirements of this Section 5.
5.2 Use Limitations. Customer agrees to use the Services, Data and Materials solely and exclusively in connection with the products and services provided to or targeted to the legal profession, including, but not limited to, legal recruiting and job searching, legal data reporting, legal publications and forms, marketing and/or consulting services, and goods and services related thereto. Customer is prohibited from selling, brokering or redistributing the Materials or Data obtained from Company’s services.
5.3 Applicable laws and Regulations. Customer agrees that its use of the Services, Data and Materials will be in compliance with all applicable laws and regulations, and that it will not use or knowingly allow any other person to use the Services, Data or Materials for or in connection with any legal purpose or activity.
5.4 No copies or Sublicenses. Customer shall not copy, modify, duplicate, download or otherwise transfer the Services, Data or Material or any part thereof, except as necessary to do so in the order to receive, use or implement the Services, Data or Materials as permitted in accordance with the terms and conditions of this Subscription Agreement. Customer shall take all reasonable precautions to safeguard the Services, Data or Material, to prevent any copies or disclosures thereof in violation of this Subscription Agreement, and to prevent any unauthorized access thereto. Customer shall not attempt or permit others to attempt to modify, adapt, translate, convert to another programming language, decompile, reverse compile, disassemble or reverse engineer the Services or Materials, in whole or in part, for any purpose.
5.5 Unauthorized use. In connection with Customer’s use of the Services, Materials, Data and
the Site, Customer shall not directly or indirectly upload, download, manipulate, transmit,
publish, broadcast or otherwise provide or disseminate any content (a) in violation of any
applicable law or regulation, (b) in a manner that will infringe the patent, copyright, trademark,
trade secret or other intellectual property rights of others or violate the privacy, publicity or
other personal rights of others, (c) that is defamatory, obscene, threatening, abusive or hateful,
or (d) that contains incomplete, false or inaccurate biographical information or information that
is not your own.
In particular, Customer shall comply with the Can-Spam Act, the National Do Not Call Registry, and state privacy laws. In this regard, in connection with any posted content, email or other communication or transmission, Customer shall not use a false email or postal address, impersonate any person or entity or otherwise mislead as to the origin of the content, email or other communication or transmission. For communications covered by the Can-Spam Act, Customer shall also provide a mechanism that allows a recipient to opt-out of, or end, any future email messages from the sender and shall honor any such requests.
Customer shall not directly or indirectly sell, lease, assign, redistribute, broadcast or otherwise disseminate Materials obtained from Company consisting of information regarding attorneys, including, but not limited to email or other addresses or contact information, by any means (including without limitation by making hard copies or by electronic transfer) to any other person or entity (including without limitation Customer’s customers or Customer’s unauthorized employees). Customer shall not download all or any part of the Services, Data or Materials to Customer’s customers or any third party’s facilities or network to enable any sharing of all or any part of the Services or Materials, or any data, information or documentation included therein or derived therefrom. Customer shall not make unreasonable computer-generated inquiries or copies of the Materials. Customer shall use its best efforts to ensure that no person within its control has access to any Services or Materials unless that person is authorized pursuant to the Subscription Package.
6.1 For Cause. Either party may terminate this Agreement and all Subscription Orders, immediately upon written notice to the other party, if the other party: (a) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within thirty (30) days after written notice; (b) commits a material breach of this Agreement which cannot be remedied; or (c) is repeatedly in breach of this Agreement. Abuse or excessive usage of the Services API beyond the scope permitted under a Subscription Order will be deemed a material breach justifying Logic Labs LLC termination or suspension of a Customer’s account.
6.2 Effect of Termination. Upon termination of this Agreement, all license rights hereunder will immediately terminate and Customer will: (i) cease use of the Services, including all data or information contained in or derived from the Services; (ii) destroy or (if requested by Logic Labs LLC) return to Logic Labs LLC all copies or other embodiments of the any and all data or information contained in or derived from the Services, and all other Logic Labs LLC Confidential Information; and (iii) pay to Logic Labs LLC all amounts due and owing under this Agreement.
6.3 Refunds. Due to the nature of the Services, Data and Material, all sales are final and nonrefundable.
7.1 Disclaimer. the services and all data and information obtained via the services are provided on an “as is,” “as available” basis. to the fullest extent permissible pursuant under applicable law, logic labs llc makes no warranty or guarantee, express or implied, relating to the services or customer’s use of the services, or any data or information obtained via the services or provided under this agreement, including but not limited to any implied warranties of merchantability, satisfactory quality, non-infringement, and/or fitness for a particular purpose.
7.2 LIMITATION OF LIABILITY.
7.3 except for a breach of section 2.4 or section 5, or with respect to a party’s indemnification obligations, each party’s entire aggregate liability to the other party for any and all claims of whatever nature arising out of the provision and use of the services or otherwise arising in connection with this agreement shall not exceed the total amounts paid or payable to logic labs llc during the six (6) month period immediately preceding the making of the claim pursuant to the subscription order under which the claim arose.
7.4 except for a breach of section 2.4 or section 5, or with respect to a party’s indemnification obligations, a party shall not be liable to the other party or any third-party claimant for indirect, incidental, consequential, reliance, or special loss or damages of any kind including but not limited to lost revenues, lost savings, lost business opportunity, or lost profits, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if the party and/or its subsidiaries and affiliates has been advised of the possibility of such damages.
8.1 Neither party shall be liable for any default or delay in the performance of its obligations hereunder (except for failure to pay amounts due) if and to the extent that such default or delay arises out of causes beyond its reasonable control, including without limitation acts of God, acts of war, acts of terrorism, earthquakes, fires, cable cuts, power outages, catastrophic network element failures, floods, terrorism, riots, civil disorders, rebellions, strikes, lockouts and labor disputes (individually, each such event a “Force Majeure Event”).
9.1 Compliance with Laws. Each party shall comply with all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any government authority with respect to the Services and any data or information contained in or derived from the Services.
9.3 Indemnity. Each party shall indemnify, defend and hold harmless the other party against any damages, losses, claims or judgments arising out of any violation of this Section 9.
10.1 Customer agrees that, as between the parties, Logic Labs LLC owns all intellectual property rights and all other proprietary interests that are embodied in or practiced by the Services and all data or information contained in or derived from the Services (other than Customer Data as defined below). Logic Labs LLC grants no rights other than the rights expressly granted to Customer under this Agreement.
10.2 Logic Labs LLC agrees that, as between the parties, Customer owns all data directly provided by Customer to Logic Labs LLC for use with the Services ("Customer Data"). Notwithstanding anything to the contrary in this Agreement, including Section 5 (CONFIDENTIALITY & USE LIMITATIONS), Customer hereby grants to Logic Labs LLC a perpetual license to use such Customer Data, without attributing Customer Data to Customer, for enhancing the Services, Logic Labs LLC' methodologies, and Logic Labs LLC' products and services. This license includes the right to use Customer Data in the aggregate and with other data and to create derivative datasets for use in Logic Labs LLC' products and services. This license includes the right to sell, and make a profit from Customer Data to any third parties Logic Labs LLC wishes. This license includes the right to permit third parties to use Customer Data for any commercial purpose.
11.1 If a regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order that has the effect of materially increasing the cost to provide use of the Services or canceling, changing, or superseding any material term or provision of this Agreement (collectively “Regulatory Requirement”), this Agreement shall be deemed modified in such a way as the parties mutually agree is consistent with the form, intent and purpose of this Agreement and is necessary to comply with such Regulatory Requirement. Should the parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then, upon written notice, either party may, to the extent practicable, terminate that portion of the Agreement impacted by the Regulatory Requirement.
12.1 Independent Contractors. Logic Labs LLC and Customer are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement. Nothing contained herein shall constitute this arrangement to be a joint venture or a partnership between Logic Labs LLC and Customer. Neither party has any authority to enter into agreements of any kind on behalf of the other party. Each party shall be solely responsible for and shall hold the other harmless from any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax and workers’ compensation.
12.2 Waiver. No term or provision of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach or default by the other party, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach or default or shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder.
12.3 Partial Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and both parties shall negotiate in good faith to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision that is consistent with the original intent of the parties.
12.4 Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended by the parties hereto at any time only by execution of an instrument in writing signed on behalf of each of the parties hereto. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party.
12.5 Binding Effect. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect, and such provision will be deemed to be amended to the minimum extent necessary to render it enforceable.
12.6 Survival. Termination of this Agreement shall not affect either party's accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after this Agreement has ended, including Sections 2.2, 4, 5, 6.2, 7, 9, 10 and 12.
12.7 Assignment. Except for assignment to affiliates, Customer may not assign or otherwise transfer this Agreement or any rights or obligations hereunder without the prior written consent of Logic Labs LLC. Logic Labs LLC may assign this Agreement to an affiliate or other entity without the written consent of Customer. Subject to the foregoing, this Agreement will be binding upon, enforceable by and inure to the benefit of the parties and their respective successors and assigns.
12.8 Marketing Materials and Communications. Customer agrees that Logic Labs LLC may utilize Customer’s trademark and/or trade name solely to identify it as a Logic Labs LLC' Customer and to explain the use case Customer on the Logic Labs LLC website, in client lists and other marketing materials. Any other uses of Customer’s name and/or logo (other than as included in the Customer content and/or other items furnished to Logic Labs LLC by Customer) shall require Customer’s prior written consent
12.9 Notices. Unless otherwise specified, any notice or other communication required or permitted to be given hereunder shall be given in writing and delivered in person, sent by certified mail with the required pre-paid postage and return receipt requested, or delivered by a recognized courier service, shipment charges pre-paid, properly addressed to the individual signing this Agreement on behalf of the applicable party at its address specified in the opening paragraph of the Agreement and shall be deemed effective upon receipt.
12.10 Headings. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.
12.11 No Third Party Beneficiaries. Except as specifically stated in this Agreement, this Agreement is not intended to be for the benefit of any third party, is not enforceable by any third party, and will not confer on any third party any remedy, claim, right of action or other right.
12.12 Governing Law. This Agreement shall be governed by the laws of the State of Wyoming (irrespective of its choice of law principles). Each party consents to the exclusive jurisdiction of the state and federal courts sitting in Cheyenne, Wyoming in any action, suit or proceeding hereunder.
12.13 Counterparts; Electronic Signature. This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were upon the same instrument, and a facsimile transmission or electronic delivery of a manual signature (e.g., .pdf) shall be deemed to be an original signature.
12.14 Entire Agreement. This Agreement, together with any Subscription Orders, schedules and exhibits attached hereto, all of which are incorporated by reference, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.
I HAVE READ AND I UNDERSTAND AND AGREE TO BE BOUND BY THIS SUBSCRIPTION AGREEMENT IN ITS ENTIRETY.