Last updated on April 27, 2016
Please read this User Agreement carefully. It contains the terms and conditions that govern your use of the LexAlign website and services LexAlign offers via and in connection with the website (collectively, the “Services”). The terms and conditions include requirements for your use of the Services and requirements for your continued use of the Services (including things you agree to do, and actions you agree never to do). They also contain provisions that limit LexAlign’s liability, and an agreement to arbitrate any disputes. Adherence to these terms is mandatory: they are the basis of the bargain between you and LexAlign. If you do not agree to these terms and conditions, you may not use this website or LexAlign’s Services. By using the LexAlign website you agree to these terms and conditions, and you acknowledge and agree that LexAlign would not be able to provide the Services without such terms and conditions.
1. What This Agreement Covers
This User Agreement (this “Agreement”) between you and LexAlign PBC, a Delaware public benefit corporation, and its affiliates doing business as lexalign.com (“LexAlign,” “we,” “our,” or “us”) governs your access to and use of the LexAlign website (including the lexalign.com domain and all subdomains, the “Site”) and any information, materials, products or services LexAlign provides via or in connection with the Site (any of them, singly or collectively, the “Services”). As used on this Site, “user” means anyone who accesses and/or uses the Site or Services, or where the context otherwise requires, “user” shall include any business or other entity that uses or accesses the Site or Services on behalf of any other user. “You” shall include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Site or Services.
2. Accepting this Agreement
When you access or use the Site or the Services, or authorize others to use them on your behalf, you acknowledge that you have read and understand this Agreement, and that you agree to be bound by this Agreement in its entirety, including all of its terms and conditions. You agree that this Agreement legally binds you just as a written, paper contract you sign does.
3. Limited License
- During the term of this Agreement and subject to the eligibility and other requirements contained in it, we grant you a personal, non-exclusive, non-transferable, limited, revocable license to access and use the Site strictly to facilitate your personal, non-commercial use of our Services and to download or print a copy of any portion of the Site content solely for your use in connection with your use of the Site or Services, provided that you keep all copyright or other proprietary notices intact. We may revoke this license at any time without notice and with or without cause.
- For a fee, or for agreeing to participate in a trial phase and provide Feedback (as defined Section 4.13. of this Agreement), a user might obtain from LexAlign a “Product.” Each Product is a particular form of information related to regulatory compliance that, in LexAlign’s view, applies to a given business type and/or activity. By purchasing any Product you obtain for a specified time a personal, non-exclusive, non-transferable, limited, revocable license to access and use the information contained in the Product strictly to facilitate your personal, non-commercial use of our Services and to download or print a copy of any portion of the Product content solely for your use. You do not otherwise obtain any rights over the Product, including any previous or subsequent versions of the Product. The length of time a Product remains available to you online may be foreshortened by legal events that, in LexAlign’s view and at its sole discretion, make the information contained in the Product outdated or inaccurate. LexAlign owns all Products you might obtain. Without limitation, the form, style, and contents of each Product are owned by LexAlign or its licensors, to the extent any content is not public information, and subject to its or their copyright. You acknowledge and agree to this. All rights not otherwise granted in this User Agreement are otherwise reserved.
4. Requirements for Use of the Site and Services
As a condition of the license granted under Section 3 of this Agreement, and in consideration of it and your access to and use of the Site and Services, you make the following acknowledgements, representations and warranties to LexAlign, and further agree and covenant to LexAlign, as follows:
- Eligibility. You acknowledge that this Site is intended solely for the use of individuals who have the legal right and capacity to enter into legally binding contracts. Any registration by, use of or access to the Site or Services by any individual who lacks the legal right or capacity to enter into legally binding contracts is unauthorized, unlicensed and in violation of this Agreement. By accessing or using the Site or the Services, you represent and warrant that you have reached the legal age of majority in the jurisdiction where you are located, that you are capable of entering into legally binding contracts, and that you agree to and will abide by all of the terms and conditions of this Agreement as well as applicable law.
- Privacy. LexAlign is committed to keeping information about you secure and confidential. Our Privacy Statement addresses how we gather, use, disclose and manage your personal information. You can read our Privacy Statement at https://www.lexalign.com/privacy. You acknowledge and agree that you have read and understand our Privacy Statement and consent to it. Our Privacy Statement may be amended from time to time according to its terms. You acknowledge and agree that your use of the Services after any such amendment goes into effect constitutes your consent to the Privacy Statement as amended. You acknowledge and agree that we may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we might listen to and record calls for quality monitoring purposes.
- Changes to this User Agreement. We may make changes to this Agreement, including the Important Legal Notices located athttps://www.lexalign.com/important-legal-notices and incorporated by reference herein, from time to time and at our sole discretion. For example, we may add, delete or amend terms. If we do this, we will post the revised User Agreement on the Site and will indicate at the top of this page the date the User Agreement was last revised. You agree that our posting of the revised User Agreement on the Site constitutes adequate notice to you. You understand and agree that your continued use of the Services or the Site after we have made any such changes constitutes your acceptance of the User Agreement as revised, and shall be subject to the User Agreement as revised.
- Changes to the Site or Services. We reserve the right to temporarily or permanently change or discontinue the Site, any and all content contained in the Site, or any Services offered through the Site for any reason, in our sole discretion and at any time without notice to you.
- Disclaimers and Limitations Form Basis of Bargain. You represent and warrant that you have read and understood this Agreement, including without limitation Sections 5 and 6 containing our Disclaimers and Limitation on Liability, and the Important Legal Notices . You acknowledge that the disclaimers and limitations of damages and liability set forth in Sections 5 and 6 of this Agreement and in the Important Legal Notices are fundamental elements of the basis of the bargain between LexAlign and you. You acknowledge and agree that LexAlign would not be able to provide you access to the Services on an economic basis (or otherwise) without such disclaimers and limitations.
- Ownership, Copyright, and Trademark. The technology and content used to offer, or provided in connection with, the Services, including but not limited to the Site, browser software plug-in, smart phone software and tablet software, are either owned by us or licensed by us from third party licensors. Such technology and content, including the look and feel of our Site, all our promotional materials, and in general all text, graphics, photographs, illustrations, images, videos, tutorials, notices, software and other content (including without limitation the Products, as defined herein), are protected by the copyright law of the United States and international treaties, trademark and patent laws, and other intellectual property laws.
LexAlign and the LexAlign logo are our trademarks and service marks. All other product names and company logos found on promotional materials are the trademarks or service marks of their respective owners. LexAlign graphics, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of LexAlign or its licensors in the U.S. and/or other countries. Such LexAlign or licensor 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 and may not be copied, imitated, or used, in whole or in part, without the prior written permission of LexAlign or its licensors, as applicable. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
- Consent to Online, Electronic Transactions, Including Electronic Disclosures and Use of Electronic Signatures . Because LexAlign operates only on the Internet, it is necessary as a condition of your use of the Services that you to consent to transact business with us online and electronically, and that you consent to receive all notices and information regarding the Services electronically. In order to create an account on the Site you must therefore consent to our statement on Electronic Disclosures and Transactions, which is incorporated in this Agreement by reference.
- Your Account. You are required to register for an account on the Site (your “Account”) in order to access, apply for or use certain Services and portions of the Site. In consideration of such access and use of the Site and Services, you agree to: (1) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site or otherwise requested by us ( “Registration Data”); (2) maintain the security of your password and user name (your “Site Credentials”); (3) maintain and promptly update the Registration Data, and any other information you provide to LexAlign, to keep it accurate, current and complete; (4) promptly notify us regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Site or Services or the terms on which you use the Site or Services; (5) abide by all applicable local, state, national, and international laws and regulations in your use of the Site; and (6) be fully responsible for all use of your Account and for any actions that take place using your Account. You agree not to engage in behavior that will put your personal information at unnecessary risk, such as leaving for others to see, transmitting, or publishing your Site Credentials. If you learn of any unauthorized use of your Site Credentials or account, please contact us immediately.
- Prohibited Uses. You acknowledge and agree that any of the following uses of the Site or Services are unauthorized under this Agreement and would be cause for termination of this Agreement. Accordingly, you agree that you will NOT use the Site or Services in any of the following ways: (1) impersonate any person or entity, or falsely state or otherwise misrepresent your identity, your age or your affiliation with or authority to act on behalf of any person or entity; (2) except where authorized by LexAlign, register for more than one user account, register for a user account on behalf of an individual other than yourself, operate a user account on behalf of or for the benefit of any person who is not eligible to register for or operate a user account in his or her own name; (3) use or attempt to use another’s account, service or system without authorization from that person and LexAlign, or create a false identity on the Site; (4) use this Site in any manner that could damage, disable, overburden, or impair this Site or interfere with any other party’s use and enjoyment of this Site; (5) use the Site to gain entry into LexAlign’s systems; (6) upload, post, transmit, share, store or otherwise make available content that, in our sole judgment, would constitute, encourage or provide instructions for a criminal offense, that is objectionable or which would restrict or inhibit any other person from using or enjoying the Site, that would constitute libel, slander, intimidation or harassment or violate the rights of any party, or that may otherwise expose LexAlign or another party to any harm or liability of any type, or violate any local, state, national or international law; (7) upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (8) exploit for any commercial purposes, other than the explicit purpose for which the Site and Services are offered, the Site or use of or access to the Site or any information or technology obtained from the Site; (9) modify, reproduce, duplicate, copy, republish, distribute, download, display, post, transmit, or create derivative works from any Site content in any form or by any means, in whole or in part, without LexAlign’s prior written permission, except for User Content that you legally post on the Site or as authorized in Section 3 of this Agreement; (10) remove any of our copyright or trademark notices from the information we provide to you as part of the Services; (11) reverse engineer or decompile any technology associated with the Services, including but not limited to any software applications, Java applets or plug-ins associated with the Services; (12) use any automated extraction or data gathering mechanism, program or tool ((including, without limitation, robots, spiders, web crawler, scraper, deep link, scripts or other automatic devices or programs) to access, copy or monitor the Site or our Services or any portion thereof without our prior written consent; (13) frame the Site, use framing techniques to enclose any Site content or other proprietary information, place pop-up windows over this Site’s pages, or otherwise affect the display of this Site’s pages; (14) harvest or collect email addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; (15) upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; or (16) otherwise use this Site in any manner that violates applicable law or in an attempt to accomplish any illegal purpose.
- Information Sharing and Social Media. You may have the opportunity to share content or information ( “User Content” ), including, but not limited to, your name, email address, or other information that you provide via the Site, with other users of the Website. By posting User Content on, in connection with, or related to your use of the Site, you expressly agree to all of the following: (1) you grant, and you represent and warrant that you have the right to grant, to LexAlign an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use such User Content in any manner and for any purpose, subject to the privacy provisions described in our Privacy Statement; (2) you will not post User Content or take any action on the Site that may constitute libel or slander, infringes or violates someone else’s rights, that is protected by any copyright or trademark, or otherwise violates the law; (3) you will not post any personally identifying information (whether your own or of another person) or any other information the online posting of which could reasonably be presumed to materially increase the risk of identity theft; (4) you are solely responsible for your interactions with other users of the Site; (5) you understand and agree that LexAlign may, but is not obligated to, review and delete or remove (without notice) any User Content for any reason and in its sole discretion, including without limitation User Content that in the sole judgment of LexAlign violates this Agreement, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, any user of the Site or others; (6) you understand that User Content you post on our Site will be available to other users of our Site, and that such third parties may access, use, store and transfer such User Content and to associate it with you; (7) your removal of User Content from the Site will not cause the license granted in this paragraph to expire; and (8) you understand that deleted User Content you post on our Site may continue to exist on our servers or in backup copies that we maintain for our own use.
- Third Party Sites and Content. The Site contains (or you may be sent through the Site or the Services) links to other web sites (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, information, software and other content belonging to or originating from third parties (the “Third Party Content”). LexAlign is not responsible for the information practices employed by sites linked to or from its website. In most cases, links to Third Party Sites are provided solely as an access point to obtain information on products and topics that may be useful to the users of the Site. LexAlign does not check, investigate or monitor such Third Party Sites and Third Party Content for accuracy, appropriateness, or completeness. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. LexAlign is not responsible for the conduct, whether online or offline, of any user of the Site or Service. LexAlign is not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Neither inclusion of or linking to any Third Party Site or any Third Party Content, nor reference by us to any third-party products, services, processes or other information implies approval, recommendation or endorsement thereof by us, or affiliation with any third party. LexAlign is not responsible for the financial or other products and services offered on Third Party Sites. Third party websites may have different privacy policies and/or security standards governing their sites. If you decide to leave the Site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
- Cost of Services. Certain aspects of the Site are offered free of charge. Other aspects of the Site and certain Services may be available to you for a fee. LexAlign reserves the right, in its sole discretion, to amend or change its pricing policy for its current Services or any additional services that it may offer. The LexAlign Terms of Sale (available at https://www.lexalign.com/terms-of-sale) incorporated herein by reference.
- Confidentiality and Feedback. We always welcome your correspondence, feedback, comments, complaints and suggestions (collectively, “Feedback”) as this will help us improve our Services. You may provide Feedback at any time by contacting us via on our Contact page (available at https://www.lexalign.com/contact), or as part of a survey or study we conduct, or via other modes of communication such as mail, electronic mail or telephone calls. In providing Feedback, you represent and warrant that the Feedback does not infringe on the rights of any other person. You agree that all Feedback becomes our confidential information (“Confidential Information” ). In addition, any of our trade secrets, computer software, product specifications as well as any non-public technical, financial or business information that we share with you is also our Confidential Information. You agree not to disclose or share any of our Confidential Information with any third party, including, without limitation, any members of the press or colleagues. You further agree that LexAlign will own exclusive rights, including all intellectual property rights, in Feedback and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree that you will not acquire any intellectual property rights as a result of our receipt or use of Feedback, and that we have no obligation to use Feedback. To provide Feedback, please visit our Contact Uspage.
LEXALIGN USES REASONABLE CARE IN PUBLISHING MATERIALS AND PROVIDING INFORMATION, INCLUDING ANY INFORMATION PROVIDED VIA OR IN CONNECTION WITH THE SITE OR THE SERVICES. HOWEVER, NOTWITHSTANDING ANYTHING STATED IN THIS AGREEMENT TO THE CONTRARY, LEXALIGN DOES NOT GUARANTEE THEIR ACCURACY OR COMPLETENESS. THE SITE, THE SERVICES, AND ALL SUCH MATERIALS AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LEXALIGN ASSUMES NO LIABILITY FOR ANY LOSS, DAMAGE OR EXPENSE FROM ERRORS OR OMISSIONS IN THE SITE, THE SERVICES, AND ALL SUCH MATERIALS AND INFORMATION, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.
CUSTOMERS OF LEXALIGN, OR ANY OF ITS SUBSIDIARIES, AFFILIATES, OR DIVISIONS ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL LIABILITY IN CONNECTION WITH MAINTAINING SECURITY OF ANY PASSWORD SELECTED BY THE CUSTOMER FOR USE OF ANY OF THE SERVICES AVAILABLE HEREIN.
LEXALIGN, ITS LICENSORS AND AGENTS ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU, OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE SERVICES AND/OR THE SITE.
NOR CAN LEXALIGN, ITS LICENSORS OR AGENTS GUARANTEE THE COMPLETE SECURITY OF THE SERVICES OR THE SITE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. LEXALIGN DOES NOT WARRANT THAT THE SITE, OR THE SERVER THAT MAKES IT AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITE IS AT YOUR OWN RISK.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk.
Some jurisdictions do not allow the exclusion of certain warranties; accordingly, some of the above exclusions may not apply to you.
6. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEXALIGN, ITS LICENSORS AND AGENTS ARE NOT LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR FOR DAMAGES MEASURED BY LOST PROFITS, OR FOR DAMAGES FOR LOST OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE OR SPECULATIVE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR THE SITE. LEXALIGN ASSUMES NO LIABILITY FOR ANY LOSS, DAMAGE OR EXPENSE FROM ERRORS OR OMISSIONS IN THE SITE, THE SERVICES, AND ALL SUCH MATERIALS AND INFORMATION, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. LEXALIGN ASSUMES NO LIABILITY FOR YOUR OR ANY THIRD PARTY’S FAILURE TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
LEXALIGN, ITS LICENSORS AND AGENTS ARE NOT LIABLE FOR ANY LOSS, ERASURE OR CORRUPTION OF OR UNAUTHORIZED ACCESS TO ANY DATA OR OTHER INFORMATION TRANSMITTED, PROCESSED OR STORED VIA THE SITE OR SERVICES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LEXALIGN, ITS LICENSORS AND AGENTS WILL NOT BE LIABLE FOR THE ACCURACY OR RELIABILITY OF ANY DATA, INFORMATION OR CONTENT, FOR ANY SERVICES INTERRUPTIONS, OR FOR ANY FAILURE OR DELAY RESULTING FROM ANY ACTS OF FORCE MAJEURE OR ACTS THAT ARE OTHERWISE OUTSIDE OF LEXALIGN’S OR ITS LICENSORS’ OR AGENTS’ REASONABLE CONTROL, OR ANY INTERNET OR TELECOMMUNICATIONS FAILURE OR YOUR INABILITY TO ACCESS THE SERVICES OR THE SITE. YOU (AND NOT LEXALIGN) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT ALL ACCESS AND USE OF THE SITE AND ITS CONTENTS IS AT YOUR OWN RISK. IN ADDITION, LEXALIGN, ITS LICENSORS AND AGENTS CANNOT ALWAYS ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES WITH THE SITE OR SERVICES, EITHER PRESENTLY OR AS THEY EVOLVE; THE SERVICES MAY CONTAIN BUGS, ERRORS OR OTHER PROBLEMS, WHICH MAY RESULT IN LOSS OF DATA OR SETTINGS. THE SERVICES MAY BE AVAILABLE THROUGH A COMPATIBLE MOBILE DEVICE, INTERNET AND/OR NETWORK ACCESS AND MAY REQUIRE SOFTWARE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THESE REQUIREMENTS, INCLUDING ANY APPLICABLE CHANGES, UPDATES AND FEES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE LIABILITY OF LEXALIGN, ITS AFFILIATES, LICENSORS AND AGENTS TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LEXALIGN FOR THE SERVICES UNDER THE RELEVANT AGREEMENT. IN NO CASE WILL LEXALIGN’S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO LEXALIGN FOR THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM LEXALIGN, REGARDLESS OF THE CAUSE OF ACTION.
LexAlign at its sole discretion may choose to change the terms, conditions and operation of the Site at any time. LexAlign in its sole discretion, reserves the right to refuse to provide you access to the Site, or aspects of the Site, including Products you previously purchased. LexAlign shall not be liable to you or any third party for loss or damages that may result from our refusal to provide access to the Site or any Products. LexAlign shall not be liable to you or any third party for any modification of the Site or Services, or this Agreement.
Some jurisdictions do not permit the limitation or exclusion of certain categories of liability, so some of the above limitations may not apply to you.
7. Termination of Agreement
We reserve the right to terminate our legal agreement with you (by providing an email notice of such termination), to delete your Account and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Site or Services (or any portion, aspect or feature of the Site or Services): (a) if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement), or otherwise violate an agreement between you and us; (b) if we believe we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) if we no longer offer any of the Services you utilize; (d) if you no longer agree to the terms and conditions of this Agreement; or (e) for any other reason or no reason, in our sole and absolute discretion. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.
8. Governing Law and Venue
This Agreement is governed exclusively by the laws applicable in the State of Texas (of the United States of America), without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction. Subject to the arbitration provision below, you irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the state courts in Travis County, Texas or federal court for the Western District of Texas located in Austin, Texas, with respect to any dispute or litigation arising under this Agreement or as the result of any Services.
ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION RATHER THAN A COURT IN TRAVIS COUNTY, TEXAS BEFORE A SOLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO STREAMLINED ARBITRATION RULES AND PROCEDURES, AND THE ARBITRATOR SHALL APPLY THE LAWS APPLICABLE IN THE STATE OF TEXAS. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION AS SPECIFIED ABOVE UNDER “GOVERNING LAW AND VENUE.” THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING INJUNCTIONS OR OTHER FORMS OF EQUITABLE RELIEF OR PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. YOU AGREE THAT ANY DISPUTE AS TO THE INTERPRETATION OF THIS ARBITRATION CLAUSE SHALL BE SETTLED IN ARBITRATION.
Class Action Waiver
As partial consideration for your access to and use of the Site and the Services, you agree not to sue LexAlign, its officers, directors, representatives, agents successors or assigns (in their capacity as such) as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against LexAlign regarding your use of the Site or the Services.
Waiver of Jury Trial
BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY.
YOU AGREE THAT YOU HAVE EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVED THESE RIGHTS.
IN ANY ARBITRATION, THE ARBITRATOR MAY, IN THE AWARD, ALLOCATE ALL OR PART OF THE COSTS OF THE ARBITRATION, INCLUDING THE FEES OF THE ARBITRATOR AND THE REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY, AND SHALL DETERMINE THE PREVAILING PARTY FOR THIS PURPOSE.
You agree to indemnify, defend and hold us and any of our affiliates, licensors and agents, and all of their officers, directors, employees, agents, information providers and licensors harmless from and against any and all third-party claims, damages, liability and costs (including attorney fees and costs) incurred by any of these parties that arise out of or are caused by your use of our Services and/or our Site, your violation of this Agreement, your violation of any law or regulation, your infringement of any intellectual property rights, or violation by any user of your Account. In the event that there are third party claims against you for which you properly seek damages from us under this Agreement, or we are subject to any claim for which we have the right to be indemnified by you, we reserve the right at our expense in the case of claims by third parties against you, and at your expense in the case of claims for which we have the right to be indemnified by you, to assume the exclusive defense and control of any such claim, and you agree that in any event no such claim can be settled without our written consent.
11. Waiver and Severability
The failure of LexAlign to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
12. Section Headings
Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any provision of this Agreement.
13. English Language Controls
Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
14. Entire Agreement
The Agreement, including the separate Privacy Statement and any other documents referenced herein, represents the entire understanding between both you and us regarding the Site and Services (as defined herein) and the subject matter hereof and supersedes any prior statements or representations. In addition to this Agreement, you may enter into other agreements with LexAlign or others that will apply to certain Services or related services offered by LexAlign or others. If there is any conflict between this Agreement and another agreement you enter into applicable to specific aspects of a Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies
- You will not transfer any of your rights or obligations under this Agreement to anyone else without our consent.
- All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
- Nothing in this Agreement shall prevent us from complying with the law.
- This Agreement does not confer any third party beneficiary rights.
- We reserve all rights not expressly granted to you.