AUTHORITY AND LICENSE FOR USE OF THE SERVICES

We authorize You to use the Services provided by Juris.com on a non-exclusive basis for the Term for which You agree to pay us the Subscription Fee save insofar as You and Jurisx.com have agreed that the Services will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding.

The Subscription Fee shall be paid to Jurisx.com as is specified in the subscription save insofar as the subscription provides that the Subscription Fee may be paid via a third party agent of Yours (“Third Party Agent”). In the event that payment is made via a Third Party Agent, You shall indemnify Jurisx.com, its agents, representatives, parent corporation and its officers, agents and/or assigns and keep Jurisx.com indemnified against any loss, damage, costs and expenses Jurisx.com suffers or incurs as a result of any default by the Third Party Agent in making payment of the Subscription Fee in accordance with the terms set out in this agreement.

The authorities and licenses herein start when You enter into this agreement and shall end if this agreement is terminated in accordance with this agreement.

You may: (a) Search, view, copy and print out material containing the Services for Your own use; and (b) access the Services while away from Your principal place of work.

You shall not: (a) Attempt to duplicate, modify, disclose or distribute any portion of the Services except as expressly permitted in this Agreement; or (b) Host the Services (or any copy or copies thereof) on any server or other device or otherwise provide access to the Services (or any copy or copies thereof) except as expressly permitted in this Agreement.

AUTHORITY AND LICENSE FOR USE OF SERVICES

Jurisx.com authorizes You to use the Services specified on a non-exclusive basis for the Term or which You agree to pay the Subscription Fee save insofar as You and Jurisx.com have agreed that the Services will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding.

You may copy the Services for Your own internal use and You shall not attempt to reproduce or distribute any portion of the Services except as expressly permitted in this Agreement.

YOUR OBLIGATIONS

You will take all steps necessary to ensure that You comply with the terms of use of the Services in this agreement and do not: (a) copy, print out or otherwise reproduce any Services nor any material relating to part of the Services, except as permitted under this Agreement or authorized by us in writing; (b) make any part of the Services available to anyone other than You; (c) Alter any part of the Services; or (d) Purport to assign or otherwise dispose of Your rights under this agreement.

You will take reasonable steps to ensure that nobody other than You access the Services using accounts created with Your username and password, including without limitation taking all necessary steps to ensure that no part of the Services is accessible to an anyone other than You. You will be required to co-operate with the reasonable requirements of Jurisx.com from time to time in this regard.

You acknowledge and agree that Jurisx.com owns all intellectual property rights in the Services. Except as expressly stated to the contrary, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or any related documentation.

You are responsible for configuring Your information technology, computer programs and platform in order to access the Services. You should use Your own virus protection software.

In the event that You are unable to access the Services for a period exceeding 48 hours’ duration You must inform Us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.

You shall provide us such copies of documentation as We reasonably require from time to verify Your compliance with the terms of this Agreement.

We reserve the right to suspend provision of the Services in the event that You fail to make payment of the Subscription Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Subscription Fee.

OUR OBLIGATIONS

We warrant that You will not infringe any third party intellectual property rights by using the Services.

We will take reasonable steps to ensure that any data files we supply to You as part of the Service are virus-free.

We will use our commercially reasonable efforts to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, Your sole and exclusive remedy shall be that we use our commercially reasonable efforts to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).

We will use our commercially reasonable efforts to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify You in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal Texas business hours.

CONFIDENTIALITY

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that: (a) Is or becomes publicly known other than through any act or omission of the receiving party; or (b) Was in the other party’s lawful possession before the disclosure; or (c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) Is independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

Each party shall use its best efforts to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of this agreement.

Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (including but not limited to, those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).

This clause shall survive termination of this agreement, however arising, by two years.

LIABILITY

This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to You in respect of: (a) Any breach of this agreement; (b) Any use made by You of the Services or any part of them; and (c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.

Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

The liability of Jurisx.com is as follows: (a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, negligence, gross negligence, defamation, slander, damages, charges or expenses however arising; and (b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.

Under this clause, our liability includes that of Jurisx.com and any respective agents, employees and sub-contractors. You includes any other party claiming through You and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.

We shall have no liability to You under this agreement if we are prevented from or delayed in performing our obligations or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

TERMINATION

This agreement will terminate if You are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to You.

On termination of this agreement for any reason: (a) All licenses granted under this agreement shall immediately terminate; (b) Subject to the exceptions in this sub-clause, You will take reasonable steps to delete any materials from Your electronic media, including Your intranet and electronic storage devices so that You no longer have an electronically functional copy of any part of the Services. You are not required to delete or destroy printouts containing the Services that were made prior to termination, or copies of such printouts; (c) Jurisx.com may destroy or otherwise dispose of any of the Subscriber Data in our possession; (d) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

This agreement will renew for a further 12 months on the same terms as set forth herein with respect to the Subscription Fee, which may be increased from time to time. We may notify You a reasonable time in advance of the renewal date to confirm the Subscription Fee for the renewal period. It is your responsibility to visit the website to find the current Subscription Fee.

GENERAL PROVISIONS

You have the right to cancel this agreement at any time in accordance with this agreement. If You exercise Your rights to cancel, Jurisx.com will not reimburse the Subscription Fee less a pro-rated amount for any Services delivered before You cancelled. For the purposes of this clause 9.1, “published” includes publication on Our website, Our mobile app and/or otherwise made available digitally to customers through any means, including but not limited to, email correspondence.

You may notify Juris.com of Your wish to cancel this agreement by contacting Jurisx.com at jurisx.com/contact and completing the contact form.

This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the laws of the State of Texas.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the intention of the parties.

Any notice to be served pursuant to this Agreement shall be sent by email to the address You advise or with Jursix.com, to contact form at jurisx.com/contact.

This agreement and the Subscription Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.

Texas law governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of Texas in respect of all claims (including non-contractual claims) and venue for any and all claims shall lie exclusively in Ellis County, Texas.

CHANGES TO TERMS AND CONDITIONS

These terms and conditions were published and effective as of the 1st of August, 2016.