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).

1.         Definitions.

            1.1       "Terms of Service" means the terms and conditions of this Agreement that apply to permitted use, restrictions, copyright, and all other terms and conditions that do not pertain to fees and payments.

            1.2       "Order Form" means the document submitted to Legist that identifies the publication that is the subject of this Agreement, the counterparty to this Agreement, and the counterparty's contact and billing information, the document and contents of which are incorporated in this Agreement.

            1.3       "Customer" means the individual or entity that submits and is identified as "Customer" on an Order Form.

            1.4       "Content" means the electronic publication owned by Legist and requested by Customer in an Order Form, to be provided via e-mail delivery (or other means specified by Legist from time to time) under this Agreement, including printouts or other hard copy reproductions thereof, along with any accessible content made available by remote access or otherwise.

            1.5       "Authorized User" means an individual Customer or Customer's individual employee, identified as an "Authorized User" on an Order Form, who is authorized to access and use Legist Content in exchange for compensation under the terms of this Agreement.

            1.6       "Policy User" means an individual authorized to access and use Legist Content without compensation, as a matter of Legist policy, including full-time law faculty, current law students, and government employees, including members of the judiciary and their staff members.  All academic Policy Users must provide an e-mail address from their educational institution's .edu domain; government employee Policy Users must provide an e-mail address from the domain for the government body with which they are associated. 

            1.7       "Single User Subscription" means this Agreement entered by or on behalf of one Authorized User.

            1.8       "Multi-User Subscription" means this Agreement entered on behalf of more than one Authorized User.

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 www.chancerydaily.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.

            3.2       Authorized 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.

4.         Fees & 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. 

6.         Cancellation.

            6.1       Cancellation 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 subscription term.

            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 party applications or websites is subject to the respective terms of use or policies of such third parties. 

            8.1       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 REPRESENTATIVES ("Legist 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.

10.       Force 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 eliminated.  

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 contact@chancerydaily.com.

12.       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.

            14.6     Third Party Beneficiaries.  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 analogous doctrines.