These Legal Benefits Terms of Service will apply to all Services to be provided to Company by Rocket Lawyer.
In addition to the terms defined elsewhere in this Agreement, whenever used in this Agreement with the initial letter capitalized, the following terms will have the following specified meanings:
- "Affiliate" means any entity in Company’s controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code, as amended ("Code") or group of trades or businesses under common control under Code Section 414(c).
- "Analytics" means the analytical results, data, and related reports generated by or based upon the use of the Services. Analytics does not include any Legal Document generated in connection with the Services or any answers, User personally-identifiable information, or any User Data.
- "Confidential Information" has the meaning ascribed to it in Section 5.
- "Contract Term" means the Trial Term and any Renewal Term(s) for Services as specified in the applicable Order Form.
- "Documentation" means Rocket Lawyer's user manuals, help files, or other documentation describing the operation of the Services, accessible within the Rocket Lawyer website, as may be updated by Rocket Lawyer from time to time.
- “Employee Count” means the total number of employees of Company (and Company’s Affiliates, if applicable), whose primary place of employment is located in the U.S. or the U.K., measured as of the date set forth in the applicable Order Form.
- "Feedback" means any requests for enhancements, suggestions, comments or other feedback regarding the Services that You provide to Rocket Lawyer.
- "Fees" means the amounts payable by You to Rocket Lawyer for User subscriptions or other agreed upon charges as stated in the applicable Order Form.
- "Intellectual Property Rights" means any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
- "Laws" means the laws, regulations, statutes, rules, orders and other requirements of any applicable international, federal, state or local governmental authority.
- "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, programs, or the like.
- "Order Form" means any Legal Benefits Order Form or Legal Benefits Renewal Order Form entered between the parties from time to time for the purchase of Services hereunder, that are signed or electronically delivered by You and accepted by Rocket Lawyer from time to time. Order Forms shall be deemed incorporated herein by reference.
- "Services" means Rocket Lawyer's document creation tools, legal advice tools and any related features, including the online platform provided via the website www.rocketlawyer.com and other designated applications (including, without limitation, Rocket Lawyer's mobile and desktop applications) that You order as Services under an Order Form. "Services" includes aggregated non-personally identifiable engagement data regarding Your Users that Rocket Lawyer provides to You.
- "Taxes" means taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction.
- "User Data" means all data or information, whether written or oral, submitted, uploaded or otherwise provided by Users in connection with the Services.
- "User(s)" means any of Your employees who utilize the Services pursuant to this Agreement.
- "You" or "Your" means the entity identified as "Company" on the Order Form and, if specified on the Order Form, Company’s Affiliates.
- Proprietary Rights. As between the parties and subject to the license grants under this Agreement, Rocket Lawyer owns all right, title and interest in and to the Services, the Documentation, the Analytics and any and all Intellectual Property Rights embodied therein. Each party reserves all rights not expressly granted in this Agreement, and no licenses are granted by Rocket Lawyer to You under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement.
3. Your Obligations
- You will: (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Rocket Lawyer promptly of any unauthorized access or use of which you become aware, and (ii) use the Services in accordance with all applicable Laws. You will not: (a) make the Services available to any third party other than Your employees; (b) sell, resell, rent, lease, modify, translate or create derivative works of the Services; (c) decompile, reverse engineer or reverse assemble any portion of the Services, or attempt to discover any source code or underlying ideas or algorithms of the Services; (d) access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services, or otherwise use the Service outside of the scope expressly licensed herein; (e) use the Services to store or transmit material in violation of third party privacy rights; (f) use the Services to store or transmit Malicious Code; (g) interfere with or disrupt the integrity or performance of the Services or third party data contained therein; or (h) attempt to gain unauthorized access to the Services or their related systems or networks. Rocket Lawyer reserves the right, without limiting any other right or remedy available at law, in equity, or under this Agreement, to immediately suspend Your access to and use of the Services and/or immediately terminate this Agreement and/or any Order Form then in effect if Rocket Lawyer determines, in its sole discretion, that You are violating (or have violated) any provision set forth in this Section.
4. Fees and Payment
- User Fees. Company shall pay only those fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) Fees are quoted and payable in United States dollars and (ii) Fees are based on Services purchased and not actual usage. Fees for the Services are based on periods that begin and end on the dates set forth in an Order Form (each a "Term").
- Payment Terms. Rocket Lawyer shall be paid for any Fees in accordance with the payment method set out in the applicable Order Form. Unless otherwise provided in the relevant Order Form, (i) Rocket Lawyer shall invoice Company annually in advance; and (ii) invoiced amounts for which no due date is otherwise established will be due and payable within thirty (30) days from receipt of an invoice.
- Taxes. Unless otherwise stated, Rocket Lawyer’s fees do not include any Taxes. Company is responsible for paying all Taxes associated with the Services purchased hereunder, and will pay, indemnify and hold Rocket Lawyer harmless from any Taxes and any costs associated with the collection or withholding thereof, including penalties and interest. If Rocket Lawyer has the legal obligation to pay or collect Taxes for which Company is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Company, unless Company provides Rocket Lawyer with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, each party is solely responsible for taxes assessable against it based on its income, property and employees.
- Growth in Employee Count. If Company experiences organic growth in its Employee Count during a subscription term, Company is entitled to grant new employees legal benefits memberships at no additional cost to the Company. However, if Company experiences non-organic growth (e.g., via merger or acquisition of another business) and wishes to make the newly-acquired employees eligible to receive legal benefits memberships hereunder, the Company shall notify Rocket Lawyer of the number of new employees, and the Employee Count and associated fees shall be proportionally increased for the remainder of the subscription term.
- Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or the Receiving Party knows or should know, given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party, is confidential information of the Disclosing Party. Confidential Information includes, but is not limited to, the terms of this Agreement. Without limiting the foregoing, Rocket Lawyer's Confidential Information includes the Services, Documentation and Analytics. Confidential Information does not include information that: (i) is in or enters the public domain without breach of this Agreement through no fault of the Receiving Party; (ii) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party's Confidential Information; or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Notwithstanding any terms to the contrary in this Agreement, in the event You provide Rocket Lawyer with Feedback, You hereby grant to Rocket Lawyer an irrevocable, fully-paid up, non-exclusive, royalty-free, perpetual and worldwide license to use, reproduce, distribute, create derivative works of, publicly perform, publicly display and otherwise fully exercise and exploit such Feedback in any medium or format, whether now known or later developed.
- Compelled Disclosure. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party's Confidential Information if it is compelled to do so by law or in connection with other legal proceedings involving the Disclosing Party, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) so as to permit the Disclosing Party a reasonable opportunity to prevent such disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
- Statistical Information. Notwithstanding anything to the contrary in this Agreement or elsewhere, Rocket Lawyer may monitor all uses of the Services and compile anonymous, de-identified statistical and performance information related to the provision and operation of the Services. Rocket Lawyer may use such anonymous, de-identified statistical and performance information for any lawful purpose and make such statistical and performance information publicly available in an anonymized and aggregated manner, provided that such information does not incorporate identifiable User Data and/or Your Confidential Information. Rocket Lawyer retains all Intellectual Property Rights in such anonymous, de-identified statistical and performance information.
- Security Breach. If Rocket Lawyer discovers a data security breach (as defined by applicable data protection Laws) involving User Data, Rocket Lawyer will notify Company of the data security breach, and, to the extent the data security breach is within Rocket Lawyer’s area of responsibility or control, will (i) investigate the data security breach, (ii) perform a root cause analysis of the data security breach, (iii) prepare an action plan designed to address the cause and/or mitigate the impact of the data security breach, and (iv) upon request, provide to Company a written report of its findings and proposed actions. To the extent a data security breach results from a breach of Rocket Lawyer’s obligations under this Agreement and triggers a legal requirement to notify affected parties, Rocket Lawyer will (i) to the extent the data security breach is within Rocket Lawyer’s areas of responsibility or control, use commercially reasonable efforts to remediate the data security breach and prevent its recurrence; and (ii) assume the reasonable costs of providing notification to government agencies, credit bureaus and/or other entities, to the extent Rocket Lawyer is required to provide such notification by applicable law.
6. Representations and Warranties
- Rocket Lawyer Warranties. Rocket Lawyer represents, warrants, and covenants that: (i) it has the legal power to enter into this Agreement, and doing so does not violate any other agreement to which Rocket Lawyer is a party; (ii) the functionality of the Services will not be materially decreased during a Contract Term; (iii) Rocket Lawyer will comply with all applicable laws and regulations in its performance of this Agreement; and (iv) Rocket Lawyer will use commercially reasonable efforts to provide the Services in accordance with legal technology industry standards.
- Your Warranties. You warrant that: (i) You have the legal power to enter into this Agreement, and doing so will not violate any other agreement to which You are a party; (ii) except as otherwise stated in the Order Form, the Employee Count that You have reported to Rocket Lawyer is a good faith estimate; and (iii) You will comply with all applicable Laws in Your performance of this Agreement.
- Disclaimer. ROCKET LAWYER PROVIDES INFORMATION AND SOFTWARE ONLY. ROCKET LAWYER IS NOT A "LAWYER REFERRAL SERVICE" AND DOES NOT PROVIDE LEGAL ADVICE OR PARTICIPATE IN ANY LEGAL REPRESENTATION. ROCKET LAWYER IS NOT A LAW FIRM OR A SUBSTITUTE FOR AN ATTORNEY OR LAW FIRM. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ROCKET LAWYER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ROCKET LAWYER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH THE EMPLOYEE RETIREMENT INCOME SECURITY ACT (29 USCS § 1002 ET SEQ.) SHOULD IT APPLY TO YOUR PROVISION OF THE SERVICES TO YOUR EMPLOYEES. WITHOUT LIMITING THE FOREGOING, ROCKET LAWYER DOES NOT MAKE ANY WARRANTIES THAT THE SERVICES ARE FREE FROM ANY BUGS, ERRORS OR OMISSIONS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY. THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Each party shall defend the other party against any claim, demand, suit, or proceeding made or brought against Company by a third party ("Claim") arising out of the indemnifying party’s breach of this Agreement, and shall indemnify the other party for any damages finally awarded against, and for reasonable attorneys’ fees incurred by, the indemnified party in connection with such Claim; provided, however, that the indemnifying party’s obligation hereunder is subject to the indemnified party (a) promptly giving the indemnifying party written notice of the Claim, (b) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability), and (c) providingto the indemnifying party all reasonable assistance at the indemnifying party’s expense.
8. Limitations Of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF SERVICE, LOSS OF REVENUE, LOSS OF USER DATA (OR ANY DATA RELATED THERETO), INTERRUPTION OF BUSINESS, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. FURTHER, NEITHER PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THERE ARE SINGLE OR MULTIPLE CAUSES OF ACTION OR SOURCES OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT OF FEES DUE TO OR RECEIVED BY ROCKET LAWYER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Term and Termination
- Term of Agreement. The term of this Agreement will commence upon the Effective Date stated in the applicable Order Form and, unless earlier terminated in accordance with this Agreement, will continue for the duration of any Contract Term set forth in an applicable Order Form.
- Termination. Either party may terminate this Agreement as follows: (i) for cause if the other party materially breaches this Agreement and does not remedy such breach within thirty (30) days after its receipt of written notice of such breach; (ii) immediately if the other party (a) terminates its business activities or becomes insolvent; (b) admits in writing to the inability to pay its debts as they mature; (c) makes an assignment for the benefit of creditors; or (d) becomes subject to direct control of a trustee, receiver or similar authority; or (iii) in the case of Rocket Lawyer, immediately if You do not pay the Fees when due as described in Section 4.
- Termination for Change of Law. Either party may terminate this Agreement, without liability to the other, in the event of judicial, regulatory or legislative change rendering performance by such party of this Agreement impossible or illegal, provided that the party seeking to exercise such termination right shall provide the other with at least thirty (30) calendar days' prior written notice or, if such judicial, regulatory or legislative change necessitates such party to terminate this Agreement upon less than thirty (30) calendar days' prior written notice, such party shall give as much notice of termination as is reasonably possible in the circumstances.
- Effect of Termination. Upon any expiration or termination of this Agreement: (i) Users’ right to use the Services shall cease, and Rocket Lawyer shall have no further obligation to make the Services available to You or Users, provided, however, that Rocket Lawyer shall offer Users the opportunity to continue using the Services at then-current terms and rates; (ii) except as otherwise expressly stated herein, all rights and licenses granted to You under this Agreement will immediately cease; and (iii) You will pay any unpaid Fees payable for the remainder of the Contract Term under any applicable Order Form in effect prior to the termination date.
- Survival. The following provisions will survive any expiration or termination of this Agreement: Sections 1 (Definitions), 2(B) (Proprietary Rights), 4 (Fees and Payment), 5 (Confidentiality) 6 (Representations and Warranties), 7 (Limitations of Liability), 8 (Term and Termination), and 9 (Miscellaneous).
- Marketing. Both parties agree that either party may publicly refer to the other, orally and in writing, as a customer/vendor of the other and may publish the other's name and/or logo on its website or promotional materials. Any other reference to one party by the other, including, without limitation, in any press release, requires the written consent of the party being referred to.
- Notices. Any notice or communication required or permitted to be given hereunder must be in writing, signed or authorized by the party giving notice, and may be: (i) delivered by hand, deposited with an overnight courier; (ii) sent by confirmed email or confirmed facsimile; or (iii) mailed by registered or certified mail, return receipt requested, postage prepaid. Such notice will be provided to the parties at their contact information specified in the applicable Order Form.
- Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The parties irrevocably consent to the jurisdiction of the state and federal courts in San Francisco County, California for the resolution of any disputes or conflicts arising out of or related to this Agreement.
- Assignment. Neither party shall have the right to assign any of its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that either party, without any need for consent from the other, may assign any of its rights and/or obligations hereunder in connection with any merger, reorganization, or sale of all or substantially all of such party’s assets not involving a direct competitor of the non-assigning party. If and to the extent that a party assigns any of its rights and/or obligations hereunder in accordance with this Section, then this Agreement shall be binding upon the assignee to the same extent as if it were a party hereto and each reference herein to the name of the assigning party shall be deemed to include the assignee. Any assignment not in accordance with this Section shall be void.
- Relationship of Parties. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchisee, employee, representative, owner or partner of the other party, and the relationship between the parties will solely be that of independent contractors.
- No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person other than the parties hereto and their respective successors and permitted assigns.
- Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner which ensures that all transactions contemplated hereby are fulfilled.
- No Waiver. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or affect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
- Force Majeure. Neither party shall not be liable for any delay or failure to perform resulting, without its fault or negligence, from causes outside its reasonable control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
- Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between You and Rocket Lawyer regarding the subject matter hereof, superseding all other agreements between them, whether oral or written. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. A facsimile or electronic signature is deemed an original signature for all purposes under this Agreement.