Jurisminds, LLC, a California Limited Liability Company, ("Jurisminds") provides services through its websites, computer programs, and agents (the "Services"). The Services include, but are not limited to, content, information, content and information management, workflow, compliance program management, information sharing, web content hosting, and user support.This document describes the terms and conditions that govern the use of the Services (the "Terms").The Terms have been conspicuously and deliberately made available to you at the access points of the Services. By accessing or using the Services, you agree to be bound in a legal contract with Jurisminds, as described by the Terms (the "Agreement"). If you do not accept to and agree to all of the Terms and agree to be legally bound to the Agreement then you may not use or access the Services.
1 Definitions and Interpretation of this Agreement .The interpretation of the Agreement shall be governed by the following:
1.1 Paragraph and/or section headers in the Agreement are not intended to limit or extend any of the Terms and are provided for reference purposes only;
1.2 The use of "Jurisminds" in this agreement includes the legal entity known as Jurisminds, LLC (a California Limited Liability Company) and any authorized agent or principal of Jurisminds;
1.3 The use of "you" or "your" (regardless of case or capitalization) in this document includes (a) you personally, (b) any principal upon which you are acting on behalf, including your employer or business, in so much as you have the capacity to agree to these Terms on behalf such principal, and (c) any agent that may use the Services on your behalf;
1.4 You and Jurisminds are collectively referred to as the "Parties" in the Agreement;
1.5 "Your Content" means any information or content that you input, create, maintain, or transmit to or through the Services;
1.6 "Site Content" means any information or content that is not "Your Content" and that is the property of Jurisminds that is created, maintained, or transmitted through the Services;
1.7 "Third-Party Content" means any information, content, or services that is neither "Your Content" nor "Site Content" and is created, maintained, or transmitted through the Services;
1.8 The "Access Credentials" means the username and password or other credentials used to access the Services;
1.9 The "Organization Key" means the encryption key derived from the person or persons that initially created the account to manage Your Content;
1.10 "Your Organization" means the group of Access Credentials that have been created to access the Services and associated with the same Organization Key and organizational data for you;
1.11 The "Secure Area" means any of the Services that restrict access to users with valid Access Credentials;
1.12 The "Public Services" means any of the Services that may be accessible without Access Credentials;
1.13 The "Meta Data" means any information about Your Content that provides information about the intended usage and history of Your Content, including (but not limited to) date and time of creation, electronic format of the content, display titles of the information, and publication status;
1.14 The "Effective Date" is the earliest moment upon which you first access or use the Services;
1.15 The "Permitted Purpose" means Solely within the United States and for the purpose of maintaining information related to Your Organization's compliance with federal, state, and local employment, privacy, confidentiality, and safety laws and regulations; and,
1.16 The use of the word "or" in this document is intended to be the most inclusive interpretation of the word and may include one or more of the elements in the list unless the list is preceded by the word "either" or a word of similar import.
2 Consideration. The Parties agree that there is bona fide consideration to enforce the Agreement including the promises made by and between the Parties in the Terms and your use of the Services.
3 Principal and Agency. If you are acting on behalf of a principal in using the Services or entering this Agreement then: (a) you agree to the Terms on behalf of yourself and your principal in the fullest capacity upon which you have the express or implied capacity to act on behalf of your principal; (b) you warrant and represent to Jurisminds that you have the capacity to enter into the Agreement on behalf of your principal and have bound your principal to the Agreement; and, (c) you shall be jointly and severally liable for any breach of the Terms by your principal.
4 Property Rights. The Services include information, content, software, and services provided that are the copyright, patent, trademark and/or license property of Jurisminds (the "Intellectual Property").You obtain no license or interest in any of the Intellectual Property other than what is expressly granted herein. The licenses granted to you herein shall terminate automatically and without notice to you at the moment that you breach any of the Terms. Termination or revocation of your license does not extinguish or eliminate any other duties or covenants that you have from the Terms. Jurisminds reserves all rights not expressly granted to you.
4.1 The Services. Subject to your compliance with the Terms, Jurisminds grants you a non-exclusive, personal, non-transferable, revocable, and limited license to use and display the Services for Approved Purposes.You shall not attempt to discover or to exploit the source code to the Services in any way, including (but not limited to) copying, reverse engineering, decompiling or disassembling the source code or computer-executable resources of the Services.
4.2 Site Content. Subject to your compliance with the Terms, Jurisminds grants you a non-exclusive, personal, non-transferable, revocable, and limited license to use and to display the Site Content solely for Approved Purposes and solely through the Services.You may create copies of the Site Content solely for the purposes of maintaining physical or electronic backups.You shall not publicly display the Site Content, or derivatives thereof, in any manner other than as provided to you through the Services.
4.3 Your Content. You grant Jurisminds a limited, non-exclusive, royalty-free license (in any media, whether known or not currently known or invented) to utilize, use, publicly perform, publicly display, reproduce or distribute Your Content in order to provide you with the Services.
4.4 Third-Party Content. You may use or display Third-Party Content through the Services so long as you agree to abide by any license or legal terms required by such third parties in connection with your use of the Services and to fully indemnify Jurisminds for any claims brought against Jurisminds from your use of such third-party content through the Services.
5 Electronic Acceptance of the Agreement. Your use of the Services shall be sufficient evidence of your acceptance of the Terms and of your intent to be legally bound by the Agreement.However, upon receiving a written request (via e-mail, facsimile, or any physical means) from Jurisminds, you shall, within ten (10) days of your receipt of such a request, execute and deliver to Jurisminds: (a) a written copy of the Agreement executed by yourself and on behalf of the principal in which you are acting on behalf of, (b) an express declaration of the Agreement's Effective Date, and (c) an express declaration that you had read and agreed to the Terms of the Agreement on the Effective Date. Notwithstanding the foregoing, your failure to deliver and execute any document described in this section shall not, in any way, release you from your promises, covenants, and duties in the Agreement.
6 Content Standards. You shall not input or create any information or content using the Services that is or by its publication or use may be illegal or infringement upon any person's property or personal rights (the "Content Standards").
7 Security. You acknowledge that, due to its security safeguards, Jurisminds has no technical means to reset or change any Access Credentials that you create or maintain for any person to access the Services. You shall not tamper or otherwise circumvent any access or security measure implemented in the Services.You shall safeguard your Access Credentials and promptly notify Jurisminds as soon as you learn that any person other than you may have access or knowledge of your Access Credentials.
8 Encryption. You understand that Your Content is stored "at-rest" using an encryption algorithm and an Organization key and that the Organization Key is derived from information provided by you (or your agent or principal) when the organization for which your account is associated with was created.In addition, you understand and agree that:
8.1 The Services must decrypt Your Content in order to process or to display the information;
8.2 Neither Jurisminds nor the Services store the Organization Key in a readily accessible format;
8.3 The Organization Key is made available to the Services during your successful login to the Secure Area with your Access Credentials, but it is not retained in a readable format by either the Services or Jurisminds;
8.4 The loss of your Access Credentials or the Organization Key may render Your Content unusable or unable to be decrypted;
8.5 You shall take all proper safeguards to ensure that Your Content is backed up in case of loss of use from the loss of Access Credentials, Service errors, or system problems;
8.6 Meta Data is not encrypted using the Organization Key and is less secure than Your Content;
8.7 Certain laws and regulations may restrict your use or export of encryption technologies, and you will abide by all applicable laws and regulations governing your use of the Services; and
8.8 In no event shall Jurisminds be liable or responsible to you or any third party for the loss of Your Content.
9 Publicly Available Information. The Services may include the ability for you to publish content to a publicly assessable Internet address or service through the Public Services.Jurisminds may monitor the content that you make available through the Public Services and may delete or make unavailable any such content that Jurisminds deems, in its sole discretion, is inappropriate for the Public Services at any time. Any information or content identified or stored as Public Services may not be encrypted "at rest" and therefore may be less secure than information that is not identified or stored as Public Services. In addition to the Content Standards, you shall not input or create any information or content that may be used or published through the Public Services that is or may be:
9.1 obscene, pornographic, or sexually suggestive,
9.2 defamatory of any person,
9.3 suggestive of any endorsement or sponsorship by Jurisminds,
9.4 false or misleading,
9.5 advertisement or solicitation materials, or,
9.6 derogatory of any person or class of persons.
10 Not Legal Advice.Some of the Site Content or Third-Party Content may include information about regulations or laws that may pertain to you.You have no attorney-client relationship with Jurisminds from your use of the Services or such content. Such content is provided for informational purposes only. Jurisminds does not provide you or any other party with any legal or regulatory advice.Always seek the advice of your attorney with any questions that you may have regarding a law, regulation, or dispute.
11 Monitoring of Your Use.You authorize Jurisminds to monitor your usage of the Services, including (but not limited to) your access to the Services, your bandwidth usage, your data storage usage, and the Meta Data.
12 Indemnification. You shall indemnify, defend, and hold Jurisminds and its users harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of your use of the Services or the access credentials provided to you for you to access the Services.You shall be solely responsible for any content that you input, create, maintain, or publish using the Services. Your indemnification obligations in the Agreement are cumulative and shall not limit your indemnifications elsewhere in the Agreement regardless of the circumstances that create your indemnification duties.
13 Limitations of Liability . Jurisminds shall not be liable to you or to any third-party for any damages resulting from your use of or inability to use the Services. Jurisminds shall not be liable to you for any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages (the "Excluded Damages").The Excluded Damages may include ( but are not limited to) loss of revenues, loss of profits, loss of information, or loss of data regardless of the theory of liability and regardless of whether Jurisminds' had any actual, presumed, or expected knowledge that there is or was a possibility of the Excluded Damages.
14 Limitation of Damages . Notwithstanding anything to the contrary in this agreement or supplements thereto, the Parties agree that the maximum aggregate liability of any and all claim(s) against Jurisminds by you and arising from the Services or this Agreement shall be limited to the fees actually paid by you to Jurisminds during the six-(6) month period preceding any event first giving rise to any claim.
15 Disclaimers.The Services are provided to you "as is" and without warranty of any kind. Where not partially or wholly void by applicable law, Jurisminds hereby expressly disclaims all warranties of any kind, whether express, implied, statutory or otherwise including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement of any property rights. Jurisminds does not warrant that the Services will be operable, uninterrupted, or without breaches of security.You are solely responsible for the information that you input, maintain, create, or transmit through the Services. Jurisminds makes no warranty that the Services will be error free, accurate, complete, available, or secure from unexpected or unauthorized uses or disclosures.
16 Your Assumed Risks.Without limiting any of the disclaimers or your other assumed risks made in the Terms, you expressly agree that you are responsible for your use of the Services, including Your Content, and that your use of the Services is at your sole risk.
17 Severability.Any provision or term of the Agreement that proves to be invalid, unenforceable, void, or illegal shall in no way affect, impair, or invalidate any other provision or term of the Agreement and such other provisions shall remain in full force and effect.
18 Waiver. The inaction of Jurisminds to require performance by you of any provision of the Terms shall in no way affect the right of Jurisminds to enforce such provision.The wavier of any breach by you of any provision of the Terms shall not constitute a waiver by you or Jurisminds of any successive breach such provision of the Terms.
19 Account Suspension.If Jurisminds suspects that you may be violating any of the Terms then Jurisminds may suspend or terminate your access to the Services without notice and at any time.
20
Disputes. Without regard to its
conflict or choice of law provisions, the interpretation of the Terms shall be
governed by the laws of the State of
21 Modification. Jurisminds may change the Terms at any time by causing the new or modified terms to be available on the access points of its Services. You accept such new or modified terms by accessing or using the Services at any time after Jurisminds posts or otherwise makes available such updated Terms.The Effective Date of any such subsequent agreement shall be the same as the Effective Date of the first Agreement, unless expressly specified in such new or modified terms. The most recent version of the Terms that you have agreed to shall govern and supersede all pervious versions.
22 Relationship. The relationship of the parties under this Agreement is one of independent contractors and no agency, partnership, joint venture, or similar relationship is created hereby. Except as specifically authorized, neither party shall have any authority to assume or create obligations on the other party's behalf. Neither party shall take any action that has the effect of creating the appearance of its having such authority.
23 Complete Agreement. Unless specifically agreed to in writing and duly executed by you and Jurisminds, the Agreement and the Terms: (a) supersede all prior or contemporaneous negotiations, discussions, or agreements between the Parties and (b) are the entire agreement between the Parties.
Date of Last Revision: April 2, 2014.