These Vendor Directory Program Terms (“Program Terms”) form part of each Order that you, the Vendor identified in the Order (“you” or “Vendor”) place with LawNext Media, Inc. (“LawNext”) for one or more of the services that LawNext offers vendors whose products are included in the LawNext Legal Technology Directory or other directories and subdirectories of legal technology products, companies or personnel that LawNext may create in the future (collectively, the “Directory”). All such Directory
related services constitute “Vendor Directory Services” and these Program Terms govern your access to and use of the Vendor Directory Services specified in an Order, even if there is no charge for those services.
An “Order” is any LawNext order form, print or electronic, that you execute and submit, or any online request or registration form you submit via a LawNext online purchasing system that incorporates these Program Terms by reference, even if there is no charge for the services you order (any such, an “Order”).
By placing an Order, you agree that you have read, understood and agree to be bound by these Program Terms. If you do not agree to these Program Terms, you should not place an Order or submit Directory information to LawNext and your use of the Vendor Portal is prohibited. Any individual who executes or submits an Order or otherwise accepts these Program Terms on behalf of a Vendor, thereby represents to LawNext that they are authorized to bind the Vendor to these Program Terms.
1. THE LAWNEXT LEGAL TECHNOLOGY DIRECTORY.
1.1. Directory Management. LawNext owns and operates the Directory on its website (the “Site,” as more fully defined in the Terms of Service) as a public resource for helping prospective buyers of legal technology products identify and evaluate solutions appropriate for their needs. LawNext will make reasonable efforts to maintain the public availability of the Site, subject to scheduled downtime and unscheduled downtime that it cannot reasonably avoid. LawNext may create additional directories and subdirectories of related information and may license some or all of its Directory content for display on other sites operated by LawNext or its principal owners, such as the LawSites and LegalTech Monitor blog sites, for public or private use. LawNext determines the Directory’s scope, design, and organization at its sole discretion, including without limitation, the scope of Listings included in the Directory, the scope of the content included in each Listing at each Listing tier and the inclusion of reviews, comparisons, analyses, third-party articles and other content that LawNext deems relevant to include in the Directory or on the Site. Vendor acknowledges LawNext’s rights and interest in defining and designing the Directory and agrees that it may not cancel an Order based on LawNext’s Directory design decisions even if the results are not to Vendor’s satisfaction.
1.2. Directory Scope and Organization. The Directory includes listings for legal technology products and services (hereafter both referenced as “products”) and related companies and personnel that meet its inclusion criteria (each a “Listing”). LawNext determines its inclusion criteria at its sole discretion. LawNext classifies, organizes, displays and sorts Listings, and makes them available for searching, according to its own design parameters and taxonomies. Although vendors are welcome to identify categories in which to list their product, LawNext reserves the right to display Listings in the categories, subcategories, Tech Centers and or other subdirectories that LawNext determines are most appropriate. Subject to its commitments under current Orders for paid Services, LawNext may revise its design parameters and taxonomies, reorganize the Directory, and/or reclassify individual listings and add or remove Listings at any time.
1.3. Directory Listings, Profiles and Vendor Contributed Content. LawNext creates Listings from a combination of publicly available information, Vendor Contributed Content, reviews contributed by users, LawSites blog content, RSS feeds and other content that LawNext creates or licenses from third parties. LawNext determines at its sole discretion what types of information it will include in a Listing and which fields of information a vendor may edit or contribute, depending on the Listing tier they Order. The content and materials added or edited by a Vendor constitute “Vendor Contributed Content” and the portion of the Listing that Vendor may contribute to is referred to in some contexts as the “Profile.” LawNext reserves the right to determine the scope of content (by fields, length, types, quantities, etc.) it includes in its free Basic Listings and Premium Listings. LawNext may change the scope of content in each tier and create additional tiers at any time, provided it does not materially reduce the scope of any content included in a Premium Listing until the end of the applicable Order period. LawNext reserves the right to add and remove content from Listings at its discretion to the extent consistent with Services committed to in a current Order.
1.4. Reviews. LawNext may solicit user reviews of products and services it includes in the Directory and may display those reviews as part of any Listing. LawNext’s purpose in including reviews is to assist prospective buyers in evaluating and comparing products based on the unbiased opinions of independent product users. Vendors, their employees, directors, contractors, agents and advisors are therefore prohibited from contributing reviews about their own products or those of other vendors. LawNext reserves the right to remove reviews it deems unreliable or inconsistent with its policies. Although LawNext intends to make reasonable efforts to display only reviews from actual users who are not affiliated with the vendor of the product or service they are reviewing, LawNext cannot guarantee that all reviews will be authentic or favorable to the Vendor. Vendor’s rights and responsibilities relating to reviews, including rights to challenge unfavorable reviews or to contact reviewers, is addressed in Section 4.3.
1.5. Comparisons and Analysis. LawNext intends to publish original and third-party content on its Site and in its Directory that analyze, compare and contrast various legal technology products and services and that identify leading products based on that analysis. LawNext cannot guarantee that any such content will include or be favorable to Vendor’s business, product or services.
2. THE VENDOR DIRECTORY PROGRAM AND DIRECTORY SERVICES.
2.1. Scope. The Vendor Directory Program is LawNext’s tiered offering of the Vendor Directory Services described below to vendors whose products are included in the Directory, together with any Ancillary Services LawNext may offer.
2.2. Vendor Directory Services. LawNext currently offers the following types of Vendor Directory Services and may offer different or additional services in the future (each particular offering, a “Service”). Services include both paid and unpaid offerings. Each Service is more fully detailed in the applicable Order form or registration page.
a) Basic Listing Services permit vendors to contribute to and/or edit designated Profile elements of their Basic Listing via the Vendor Portal without charge, for an indefinite period at LawNext’s discretion.
b) Premium Listing Services permit vendors for a fee and for a specified period of time, to enhance its Basic Listing with certain additional content (as enhanced, a “Premium Listing”), and/or to obtain additional Listing enhancements, as detailed in the Service description.
c) Listing-Related Advertising Services provide vendors who have a Premium Profile, for a fee and for a specified period of time, to order a variety of advertising and promotional positioning for their listed products, such as: a preferred position for their Listing in certain Directory displays, an advertisement for their company or applicable product on an agreed Site or Directory page, or other location; or the right to publicize their company as being a sponsor or featured advertiser using wording or sponsor badges that LawNext authorizes for this purpose.
d) How it Works Video Services enable vendors to engage LawNext to produce a short interview format video moderated by LawNext in which vendor personnel demonstrate and explain how their product works; How it Works videos will be included in vendor’s applicable Listing without additional charge unless they elect otherwise.
e) Additional Directory Related Services may be offered to vendors participating in LawNext’s Vendor Directory Program.
2.3. Ancillary Services. In addition to offering Services that may be ordered at Vendor’s option, LawNext may from time to time, at its discretion, offer optional no-charge benefits and services to Vendor Directory Program participants for their private use, such as reports, articles, white papers and forums. Any Ancillary Services may be modified or discontinued by LawNext at its sole discretion.
2.4. Vendor Portal. In connection with any Order for Services, LawNext will provide Vendor with a means to submit, access, edit, update, add to and upload content for inclusion in its Listing. All applications that LawNext makes available for that purpose are referred to collectively as the “Vendor Portal” and may range from email and document repository platforms to direct access to Profile records in the Directory database or a mirror version. In any event, LawNext will provide Vendor with access to the Vendor Portal and its Profile content by means of a restricted private link, password, two-factor authentication or other confidential verification method (each, an “Access Method”) that Vendor is solely responsible for using and securing in compliance with Section 4 and other applicable provisions of these Program Terms.
3. ORDERS FOR SERVICES.
3.1. Orders. Vendor may acquire one or more Vendor Directory Services by placing an executed order with LawNext in one of the following forms (each, an “Order”): a print or electronic order form prepared by LawNext and signed by Vendor, or an online request or registration for a Service made via an online purchasing or registration portal that indicates Vendor’s agreement to acquire the requested Service for the applicable fees and Vendor’s agreement to the Program Terms (unless previously agreed Program Terms apply). Each Order for Vendor Directory Services incorporates and is subject to the Program Terms indicated in the Order. No terms and conditions stated in Vendor’s purchase order shall apply to an Order except those terms that conform to with the Program Terms and terms in the Order form or online registration form prepared by LawNext. Each Service will be more fully described in the applicable Order and is subject to any additional Service-specific terms and conditions stated in that Service description. No Order includes any commitment by LawNext to add or modify any feature or functionality of the Site or Directory or to add any future Service to the Vendor Directory Program. An Order becomes a binding agreement between Vendor and LawNext when LawNext accepts Vendor’s Order by written confirmation of acceptance or by commencing to perform or provide Vendor with access to the Services identified in the Order. An Order for paid Services is noncancellable by Vendor after acceptance by LawNext but may be terminated for cause pursuant to Section 9.2.
3.2. Delivery, Duration and Renewal of Services. Subject to these Program Terms, LawNext will deliver the Services specified in each Order and Vendor will pay for such Services for the duration of the service delivery period specified in the Order (the “Service Period”) or until the Service or Order is terminated early as permitted by these Program Terms. Unless the Order says otherwise, the Service Period for Services for which Vendor is charged a fee will begin on the start date specified in the Order and continue for the period of time specified in the Order. The Service Period for free, no-cost Services will begin on the start date specified in the Order and continue indefinitely until terminated by either party for cause or convenience as permitted by these Program Terms. Unless an Order expressly states otherwise, Orders and Service Terms for Premium Listing Services will automatically renew for successive periods equal to the original Service Term unless either party gives written notice of nonrenewal to the other party at least 30 days before the commencement of the renewal period, in which case the Order will terminate at the end of current Service Term. When the Service Term for a Premium Listing Service terminates without renewal, other than when it is terminated for cause, the Vendor will retain or revert to Basic Program status and the free Basic Listing Services will continue for the applicable product until either party terminates the Basic Listing Services for cause or convenience as permitted by these Program Terms.
3.3. Fees and Payments. Vendor will owe LawNext the fees for Services set forth in the applicable Order and shall pay those fees in full on or before the due date(s) stated in the Order. Payments shall be made by credit card or electronic transfer in accordance with LawNext’s directions, or by check if LawNext approves that option. If Vendor requires internal purchase order approval, Vendor should request a quote from LawNext and obtain purchase order approval before placing an Order and should deliver the purchase order to LawNext on or before placing the Order.
3.4. Taxes. The fees stated in an Order do not include any taxes of any kind. Vendor is solely responsible for the timely payment of all taxes due in connection with its Order and/or acquisition of the Services, such as sales tax, use tax, digital transaction tax or value-added tax. If LawNext is legally required to pay such a tax itself or to collect such a tax from Vendor for remittance to a tax authority, LawNext will include the amount of such tax in its Order and/or invoice and Vendor shall pay such tax when due, unless Vendor provides satisfactory evidence of exemption from such tax. LawNext is responsible for remitting the taxes it collects in trust to applicable authorities on a timely basis. Vendor is not responsible for any other taxes LawNext owes in connection with its business, such as taxes related to income, profits, real estate or employees.
4. VENDOR RIGHTS AND RESTRICTIONS.
4.1. Vendor Responsibilities. Vendor, its Authorized Users (defined in Section 4.3) and other employees and agents may access and use the Site and Services only in accordance with these Program Terms and applicable Documentation and only in accordance with applicable laws, including but not limited to laws relating to privacy, publicity, intellectual property rights, consumer protection, advertising, and electronic communications. Vendor and its agents shall not use the Site, Services or Directory to publish, transmit, store or disseminate any material in violation of law or third-party rights. Vendor is responsible for ensuring its Authorized Users, employees and agents understand and comply with these obligations and Vendor is liable to LawNext for their breach of these obligations.
4.2. Vendor Contributed Content. Vendor is solely responsible for the accuracy and quality of Vendor Contributed Content and for ensuring that Vendor Contributed Content complies with applicable laws and Vendor’s other legal and contractual obligations. Each party will promptly notify the other party if it learns of a third-party claim alleging that any Vendor Contributed Content or other content that Vendor has posted on the Site (including but not limited to the Directory) violates a third party’s legal rights or any applicable law or Vendor obligation. Vendor shall promptly remove the relevant content from the Site until the claim has been resolved in favor of Vendor or Vendor has revised the relevant content in a manner that resolves the claim, unless LawNext and Vendor agree in writing that this is not necessary.
4.3. Vendor’s Authorized Users. Vendor shall authorize a reasonable number of its employees and individual contractors who work for Vendor to access and use the Vendor Portal for the purpose of exercising the rights granted to Vendor by these Program Terms (each an “Authorized User”). At LawNext’s request, Vendor will provide LawNext with the names of its Authorized Users; for security purposes, LawNext may require Authorized Users to individually register before first accessing the Vendor Portal and may reasonably restrict the number of Authorized Users. Vendor will promptly notify LawNext if an Authorized User ceases to work for Vendor and shall immediately terminate their access to the Vendor Portal.
4.4. Use of Vendor Portal. For the duration of the Service Term stated in each Order and subject to these Program Terms and Vendor’s timely payment of fees due for paid services, if any, LawNext grants Vendor a limited, nonexclusive, nontransferable (except for assignments permitted by these Program Terms), non-sublicensable, revocable right to permit Authorized Users to access the Vendor Portal solely via the Access Method(s) provided by LawNext in the manner prescribed by the Documentation, and solely for the purpose of exercising the rights granted to Vendor in Section 4 to edit and add to its Profile(s) and to use the Documentation. This grant is conditioned on Vendor’s compliance with all the following commitments: Vendor agrees to maintain the confidentiality of the Access Methods using the same level of security it would use to protect access to its own computer networks and systems, and no less than industry standard reasonable care. Vendor may disclose the Access Method(s) only to those Authorized Users who are bound to maintain the confidentiality of the Access Methods by written obligations of confidentiality that Vendor can legally enforce. Vendor will not allow any person to make unauthorized use of an Access Method or to access the Vendor Portal other than by the Access Methods that LawNext allows for this purpose. Vendor shall ensure that Access Methods are not and cannot be used by former employees or other unauthorized users. Vendor is responsible for making timely requests for LawNext’s assistance to change passwords or Access Methods as necessary to prevent unauthorized access and shall promptly report to LawNext any suspected unauthorized access to the Vendor Portal, its Profile(s) or Profiles of other vendors. Vendor agrees to be responsible for and liable to LawNext for all misuse of the Access Methods resulting from its negligence, willful misconduct or breach of these Program Terms.
4.5. Use of Listings and Documentation. For the duration of the applicable Service Term stated in each Order and subject to these Program Terms and Vendor’s timely payment of fees due for paid services, if any, LawNext grants Vendor a limited, nonexclusive, nontransferable (except for assignments permitted by these Program Terms), non-sublicensable, revocable right to permit its Authorized Users to use the Services to (i) access, edit and add content to those fields in its Listing that are permitted by the Services ordered by Vendor, and to upload materials of a type and in a quantity permitted by the Services ordered by Vendor, provided that all Vendor Contributed Content fully complies with these Program Terms and applicable Documentation, and (ii) to access, use, download and print a copy of each Listing covered by a Service and any related Documentation that LawNext provides within the Vendor Portal or makes separately available to Vendor, for Vendor’s private, internal non-commercial use only. “Documentation” means user guides, guidelines, instructions and other written materials that LawNext makes available to Vendor that prescribe required practices for use of the Services and related systems, such as protocols for use of the Access Methods and the Vendor Portal, parameters for Vendor Contributed Content and guidelines for trademark usage.
4.6. Use of Links, Marks and Badges. LawNext hereby grants Vendor the following limited nonexclusive, worldwide, royalty-free nontransferable, non-sublicensable, revocable licenses: (i) for the duration of LawNext’s delivery of any Services, to use LawNext Marks to link to the LawNext Directory in the manner authorized by LawNext in writing; (ii) for the duration of any Advertising Services, to identify the Vendor as an advertiser at a featured or sponsoring level, using wording LawNext authorizes in writing for this purpose, and (iii) for the duration of any Service that expressly permits it, to display a LawNext-provided badge or other LawNext-provided icon on Vendor’s website or other authorized locations, and to link a LawNext-provided badge or icon to a specific Vendor-related Listing in the Directory, in accordance with the Service description and Documentation.
4.7. Use of Reviews. If LawNext offers a Service that permits Vendor to use reviews of its products for advertising or other commercial purposes, as indicated in the applicable Service description, LawNext will amend these Program Terms to add a grant of right to Vendors to use and display such reviews in the manner and locations described in the grant. Until such time as these Program Terms are so amended, Vendor may not display, publish, reproduce or perform any review in whole or in part except for copying and downloading review content for its own internal business purposes. In no case may Vendor publish, display, quote, paraphrase or link to reviews of other Vendor’s products without the applicable reviewer’s written consent.
4.8. Review Restrictions. Vendor is strictly prohibited from: (a) allowing or encouraging its employees, contractors, directors, advisors or agents to post reviews of Vendor’s products or any other products and services on the Site; (b) contacting or attempting to contact any reviewer of Vendor’s product or those of other vendors that appear in the Directory, directly or indirectly, in a harassing manner or for the purpose of encouraging them to change their review, or for other purposes or by means prohibited by LawNext’s policies; (c) publicly commenting on a review or reviewer in a disparaging or harassing manner on or off our site; or (d) compensating its customers for posting reviews of its products and services on the Site, unless LawNext approves Vendor’s compensation program in writing in advance and it is disclosed on the Site, or Vendor’s compensation program is authorized by a review-compensation policy that LawNext adopts for all vendors. LawNext will not remove reviews of Vendor’s products in whole or in part from any Listing at a Vendor’s request, unless LawNext determines it is fraudulent or in violation of these terms. LawNext will provide a process for Vendor to raise concerns about the authenticity of a review or reviewer and LawNext will reasonably investigate Vendor’s concerns.
4.9. LawNext Ownership and Reservation of Rights. “LawNext Marks” means all logos, trademarks and service marks relating to LawNext, the Site, the Directory and other LawNext products, services and business. “LawNext IP” means all rights, title and interest in the LawNext Marks, Services, Site, Directory, Listings, Documentation and all updates, modifications and derivatives thereto, including without limitation all Site and Directory related content, materials, design, organization, taxonomies, and all associated copyrights, patent rights, trade secrets, goodwill and other intellectual property rights, as more fully described in the Terms of Service, excluding only Vendor Contributed Content. Subject to the rights of its licensors, LawNext owns and reserves all right, title and interest in the LawNext IP and Vendor acquires no rights to LawNext IP or any intellectual property licensed to LawNext except to the extent of the licenses and rights that LawNext expressly grants to Vendor herein or as expressly permitted under copyright law. Vendor may not copy, reproduce, modify, use, distribute, display, create derivative works of or otherwise exploit the LawNext IP or that of its licensors without the express written consent of LawNext or the applicable copyright owner other than to utilize the Services as described in these Program Terms and to exercise the rights granted expressly granted in Sections 4.5, 4.6, and 4.7 (relating to use of Vendor Portal, Listings, Documentation, Links, Marks and Badges).
4.10. Restrictions. Without limiting the scope of LawNext’s reservation of rights to the LawNext IP, Vendor agrees that it will not, and will not allow its Authorized Users, employees, contractors or other agents to, directly or indirectly: (a) use automated means such as data scraping or extraction tools or services or other automated means to access, query, or obtain data or content from the Directory or Site, whether or not LawNext makes such content or data public; (b) frame or mirror any part of the Site or Directory, or use framing techniques to enclose any trademark, logo, or other proprietary information of LawNext or other Directory vendors and contributors without LawNext’s express written consent, (c) interfere with the operation or integrity of the Site, Services and Directory or make any effort to reverse engineer, circumvent, bypass, interfere with, deactivate, or impair any technical measure implemented by LawNext to administer and secure the Site and Directory; (d) decompile, disassemble or reverse engineer the Site, Services or Directory, except as permitted by law; (e) license, sublicense, lease, or sell access to the Services or LawNext IP or otherwise make them available to third parties; (e) create websites, directories or services that directly compete with the Directory, Site or Services.
4.11. Rights of Federal Government Users. LawNext makes its Vendor Directory Services and Vendor Directory Program available to a vendor that is an agency or division of the Federal Government or otherwise entitled to benefit of the Federal Acquisition Regulations (FARs), only on the same commercial license terms offered to the general public of commercial legal technology vendors. Consequently, any provision of Vendor Directory Services to Federal Government vendors is subject to commercial license FARs. Any different rights or licenses must be negotiated with LawNext and documented in a separate agreement.
5. GRANT OF RIGHTS TO LAWNEXT.
5.1. Rights to Marks. “Vendor’s Marks” means all logos, trademarks and service marks relating to Vendor’s products, services and business. Vendor grants LawNext a non-exclusive, perpetual, worldwide, royalty-free, transferable (in connection with assignments permitted by these Program Terms) right and license, sub-licensable through multiple tiers, to use and display the Vendor Marks in association with the Listings and Profiles and as necessary or appropriate to provide the Services identified in an Order and as otherwise contemplated by these Program Terms.
5.2. Vendor Contributed Content. Vendor retains all right, title and interest in and to the Vendor Contributed Content. Vendor grants LawNext a perpetual, worldwide, irrevocable, royalty-free, nonexclusive, transferable (in connection with assignments permitted by these Program Terms) license, sublicensable through multiple tiers, to (i) use, reproduce and publicly display, perform, distribute, modify and create derivative works of all or any part of the Vendor Contributed Content as necessary or appropriate to provide the Services identified in an Order and for other purposes authorized or contemplated in these Program Terms, (ii) to use screenshots and excerpts of Listings for marketing purposes that include Vendor Contributed Content and Vendor Marks. LawNext may edit and make changes to Vendor Contributed Content (other than documents, videos and other materials attached in a Listing as resource materials) at its discretion for style, length, clarity, accuracy and other purposes as it deems appropriate for use in a Listing provided those changes do not materially change the content’s meaning or make it misleading. The foregoing will not limit LawNext’s right to use any Vendor Contributed Content that is publicly available to the same extent as the general public under applicable copyright law.
5.3. Feedback. Nothing in these Program Terms or in the parties’ dealings arising out of or related to this Agreement will restrict LawNext’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback (as defined below), without compensating or crediting Vendor or the individual providing such Feedback. “Feedback” means any suggestion or idea for improving, modifying or creating derivative works from LawNext’s products or services or for new products and services LawNext might develop.
6. OTHER RIGHTS AND OBLIGATIONS.
6.1. Confidentiality. (a) Confidential Information. In the course of participating in the Vendor Program, each party may receive nonpublic information, data and materials (the “Receiving Party”) that is disclosed by or on behalf of the other party (the “Disclosing Party”) about the Disclosing Party and its business or its employees, agents, customers, suppliers, and partners that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure (collectively, “Confidential Information”). LawNext’s Confidential Information includes without limitation, any Service-related Documentation, forms and other materials and content that it provides to Vendor but does not make generally available. Confidential Information does not include information that is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; is received from a third party without breach of any obligation owed to the Disclosing Party; or was independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party. (b) Use and Disclosure. Each party shall make reasonable efforts to limit the Confidential Information it discloses to the other party to only that information that is necessary for performance of the Services. The Receiving Party shall use the Disclosing Party’s Confidential Information solely in connection with providing or receiving services in connection with the Vendor Directory Program and shall protect the Disclosing Party’s Confidential Information against unauthorized disclosure using the same degree of care with which it protects its own confidential information, and no less than reasonable care. Except as authorized by the Disclosing Party, the Receiving Party shall limit access to the Disclosing Party’s Confidential Information to its employees and agents who have a need to know or access that information for purposes contemplated by this Agreement and who are bound by written obligations of confidentiality with the Receiving Party not to further use or disclose the Disclosing Party’s Confidential Information. These Program Terms and related Orders constitute the confidential information of each party and may not be disclosed to any third party other than a party’s professional legal and accounting advisors (subject to their obligation to maintain the confidentiality) without the other party’s advance written permission. Notwithstanding the foregoing, a party may disclose the other party’s Confidential Information to the extent required to do so by law, provided the party required to make the disclosure gives the other party prompt notice of the required disclosure, reasonably cooperates with the Disclosing Party’s efforts to restrict the scope of required disclosure, and only discloses as much of the requested information as it reasonably determines is required.
6.2. Vendor Data. Separate from the information and materials that Vendor submits for its Listing(s) as Vendor Contributed Content, Vendor may provide LawNext with additional information about its company, business, personnel, products and services that that is necessary or useful for LawNext to accept Orders, deliver Services or for other purposes in connection the parties’ business relationship, which may or may not be Confidential Information. All such information that is not Vendor Contributed Content constitutes “Vendor Data.” Vendor shall provide accurate and reasonably complete Vendor Data for LawNext’s purposes on a timely basis as requested by LawNext.
6.4. Copyright Infringement Claims. LawNext respects the intellectual property rights of others and will respond to take-down notices and remove infringing content from its Site in accordance with the Digital Millennium Copyright Act (“DMCA,” 17 U.S.C. § 512), and the related provisions in the Terms of Service. If you are a copyright owner or agent, and you believe your rights under applicable copyright laws are being infringed by LawNext or by others using the Site or Directory, you may submit a written notice to our designated Copyright Agent at email@example.com that includes the required information set forth in the corresponding DMCA provision in the Terms of Service.
6.5. Export Compliance. Vendor will not permit any User to access or use any Services in a country subject to a U.S. embargo (e.g., Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria as of Jan. 1, 2022) or in violation of any other U.S. export law or regulation.
6.6. Assignment. Either party may assign all current Orders subject to these Program Terms to any entity that acquires all or substantially all the assets of the assigning party pursuant to a sale of assets, a merger, a reorganization of its business or other disposition of substantially all of the assigning party’s assets relating to those Orders, provided the assigning party gives prompt written notice to the other party together with satisfactory evidence that the assignee entity agrees in writing to accept such assignment and to comply with these Program Terms. Except as authorized in the preceding sentence, neither party may assign any of its rights or delegate any of its obligations under these Program Terms, by operation of law or otherwise, without the prior written consent of the other party and such an attempted assignment shall be void. An assignment or transfer permitted by this section shall bind and inure to the benefit of the parties’ respective successors and assigns.
6.7. Notices. Notices relating to Order billing, payments and routine matters relating to delivery of Services shall be sent by email to a party’s contacts for these purposes as indicated in the applicable Order or as designated by that party in other written communications. Notices required by these Program Terms or otherwise relating to disputes, breaches, indemnification or termination of these Program Terms and/or Orders shall be given in writing to the other party’s designated person for contact purposes, with a second print copy delivered to the attention of the other party’s “General Counsel.” Such notice will be effective on the date of delivery as evidenced by the delivering agent’s records if delivered to the other party in person, by USPS or nationally recognized carrier with proof of delivery requested or by email with proof of delivery (except with respect to print copies addressed to the General Counsel which require physical delivery).
6.8. Relation of Parties. Vendor and LawNext are independent contractors and these Program Terms do not create a relationship between them of partners, joint venturers, agents, fiduciaries or employers. Each party is solely responsible for all aspects of its engagement of its own agents and employees.
7. REPRESENTATIONS AND WARRANTIES
7.1. Vendor Representations and Warranties. As an inducement to LawNext to provide the Services, Vendor makes the following additional commitments, representations and warranties to LawNext:
a) All information that Vendor provides to LawNext in connection with obtaining the Services is accurate, reasonably complete and not misleading and Vendor will provide updated information to LawNext as necessary to maintain its accuracy.
b) Vendor Contributed Content and Vendor’s grant of rights and licenses to LawNext to use the Vendor Contributed Content and Vendor Data as contemplated by the Program Terms, do not and will not breach or violate any laws, legal obligations or third-party rights existing under law or contract, including without limitation rights relating to intellectual property, publicity, privacy, and consumer protection, and Vendor has all necessary authority, permissions and consents to authorize and grant such rights and licenses.
c) Vendor Contributed Content does not and will not contain any material that is unlawful, defamatory, obscene, violates any third-party rights, encourages criminal conduct or otherwise might give rise to civil or criminal liability.
d) Vendor Contributed Content is free from malicious code such as viruses, worms and Trojan horses and other files or programs that can cause harm to a computer or compromise data.
g) Vendor will not authorize, encourage or provide incentives to any other party to submit reviews, comments, requests for vendor information or other leads that are fake, fraudulent, auto-generated, misleading or not truthful.
h) Vendor will not use and will not allow it employees or agents to use, the Directory or Site to collect personal information about or to contact Directory or Site users and contributors, including consumers, reviewers and other vendors’ personnel, except by means and protocols provided by LawNext for this purpose, if any. Vendor will not directly or indirectly transmit illegal or unsolicited commercial mass emails, text messages or other spam to any Site users.
i) Vendor will not access the Site, the Directory or the Vendor Portal by any means other than the means authorized by LawNext.
j) Vendor has all rights, powers and authority necessary to enter into these Program Terms and to fulfill its contractual obligations hereunder.
k)Vendor will not allow any of its employees, contractors or other agents under the age of 18 to access or use the Site and will communicate to its employees, contractors and agents that such access is expressly prohibited.
7.2. LawNext Representations & Warranties. LawNext represents and warrants to the best of its knowledge, that (i) LawNext has all necessary rights, power and authority to enter into these Program Terms and to fulfill its contractual obligations hereunder; (ii) providing the Services will not breach any LawNext contractual obligation or violate any law or third party rights, including without limitation, rights relating intellectual property, publicity or privacy, or consumer protection; and (iii) the Services, Site and Directory will be provided in compliance with all applicable laws and regulations.
8. DISCLAIMERS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LAWNEXT DIRECTORY, SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. WE DO NOT WARRANT THAT OUR SITE, OUR AFFILIATE SITES OR OUR SERVICES WILL BE SECURE OR WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER; THAT ERRORS OR DEFECTS WILL BE CORRECTED; THAT OUR SERVICES, SITE OR DIRECTORY WILL MEET YOUR BUSINESS NEEDS, OR THAT THE CONTENT ON OUR SITES IS ACCURATE.
9. TERM & TERMINATION
9.1. Term. These Program Terms take effect when Vendor first places an Order for Vendor Program Services and continue in effect until all Service Terms under all Orders that incorporate these Program Terms have expired or have been terminated.
9.2. Termination of Services and Orders. Each Service expires at the end of its applicable Service Period unless renewed as provided for in the applicable Order or terminated early for cause pursuant, except that either party may terminate a no-cost Service for its own convenience effective upon delivery of written notice. An Order terminates when all Service Periods for all Services stated in the Order have expired or when terminated early for cause. If Basic Listing Services are terminated, all other Orders will automatically terminate. If LawNext decides for its own business reasons to cease offering the Directory, LawNext may terminate any or all then-current Orders without liability to Vendor effective upon delivery of written notice or any later date stated in the notice; if this occurs, LawNext will refund any fees Vendor prepaid for the terminated portion of the Service Term, calculated on a pro rata basis.
9.3. Termination for cause. Either party may terminate an Order for cause, as to all or any Services on that Order, effective upon delivery of written notice to the other party, if the other party materially fails to perform the Services set forth in an Order or materially breaches these Program Terms without justification or excuse, and either the failure or breach cannot be remedied or the breaching party fails to remedy the failure or breach within 14 days of written notice. A material breach with respect to payment obligations occurs when undisputed amounts become 30 days past due. If Vendor rightfully terminates one or more Services for cause, Vendor will owe fees for those Services received through the termination date. If LawNext rightfully terminates one or more Services for cause, Vendor will owe fees for those Services received through the termination date and, as liquidated damages, 50% of the additional fees that would have come due for the remainder of the Services period. Vendor will promptly pay the balance of any amounts due under this Section. LawNext will promptly refund any amounts Vendor prepaid for the terminated portion of the Service Period, offset by any liquidated damages or other amounts Vendor owes LawNext at that time.
9.4. Suspension. LawNext reserves the right at its sole discretion, without penalty and at any time without notice, to temporarily suspend Services to Vendor and Vendor’s access to the Site, Services and/or Vendor Portal if LawNext reasonably believes that Vendor or its agents are in breach of Program Terms in a manner or to an extent that violates any person’s privacy or intellectual property rights, constitutes a tort or illegal act or otherwise subjects LawNext to civil or criminal liability, compromises the integrity or security of the Site, the Directory or LawNext’s systems and operations, or if undisputed amounts due for Services are more than 30 days past due.
9.5. Effects of Termination. Upon termination or expiration of a Service, LawNext will cease providing that Service and all rights and licenses granted to Vendor in connection with the terminated Service shall immediately end. Upon termination or expiration of Premium Listing Services, other than for cause, Vendor will automatically revert or convert to Basic Listing Services which will continue until terminated. Upon termination or expiration of Vendor’s Basic Listing Services, (i) Vendor’s participation in the Vendor Directory Program shall end, (ii) Vendor shall immediately cease all use of the Vendor Portal, and (iii) LawNext will retain all rights in Vendor-related Listings, including all Vendor Contributed Content, and may continue to include those Listings in the Directory at its discretion. After termination or expiration of an Order for Advertising Services, Vendor shall cease displaying the links, badges, and references to being a featured advertiser or sponsor of Directory content that were previously authorized by the now-terminated rights and licenses. Upon request, each party will destroy, or at its option return, any Confidential Information of the other party that is not needed to perform obligations under the parties’ current Orders, except that each party may retain a copy of any confidential information it deems advisable for legal purposes and any electronic copies that cannot be feasibly destroyed or returned. All retained copies remain subject to the confidentiality obligations of these Program Terms.
9.6. Survival of Terms. All provisions of these Program Terms shall continue to apply after the expiration or termination of this Agreement except those provisions, rights and licenses that by their terms end upon termination of an Order or termination or completion of Services.
10.3. Conditions to Indemnification. A party’s obligation to defend and indemnify a claim is conditioned on the party seeking the indemnification promptly notifying the indemnifying party of the claim, providing reasonable assistance to the indemnifying party and allowing the indemnifying party sole control over the defense of the claim. However, if in the reasonable judgment of the indemnified party, such suit or claim involves an issue or matter that could have a materially adverse effect on its business operations or assets, the indemnified party may retain control of the defense or settlement thereof by providing written notice to the indemnifying party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified party may have under these Program Terms or at law or in equity.
10.4. Exclusive Remedy. The indemnification remedies stated in this section are the indemnified parties’ exclusive remedies against the other party for any third-party claim for which indemnification is owed.
11. LIMITATIONS ON LIABILITY
11.1. Limits. Each party’s aggregate liability to the other for all claims for direct damages arising in connection with these Program Terms and related Orders, whether in contract or tor and regardless of the theory of the claim, is limited to the amount paid or payable by Vendor to LawNext for the Services giving rise to the claims during the 12 (twelve) month period preceding the event giving rise claim, subject the following exceptions: the foregoing limitation does not apply to limit Vendor’s obligations to pay fees due under Orders or liquidated damages provided for in an Order or in these Program Terms, either party’s obligation to defend and indemnify third party claims as described in Section 10, liability resulting from criminal conduct, fraudulent or willful misconduct or breach of confidentiality obligations, or liability for infringement or misappropriation of LawNext’s intellectual property rights.
11.2. Exclusions. To the extent permitted by law, except for liability for infringement or misappropriation of LawNext’s intellectual property rights or resulting from criminal, fraudulent or willful misconduct, neither party will be liable for any consequential, special, indirect, exemplary or punitive damages arising out of or related to these Program Terms or Orders, whether in contract or tort and regardless of the theory of liability, even if advised of the possibility of such damages, including without limitation loss of profits, revenue, goodwill or other economic advantage; loss or corruption of data or other interruption of business. The foregoing does not apply to limit a party’s obligation to defend and indemnify third party claims as described in Section 10.
11.3. Disclaimed liability. LawNext disclaims liability for any and all disputes arising between Vendor and other users of the Site and the Directory, including consumers, reviewers, other vendors and Vendor’s personnel. Vendor hereby releases LawNext and its employees, owners and agents from liability for any and all claims arising from such disputes.
11.4. Force Majeure. LawNext will not be liable for any failure or delay in performing its obligations under these Program Terms or applicable Orders that results from a force majeure event beyond its reasonable control, including without limitation, natural disasters, acts of God, pandemics, government regulations, war, terrorism, labor disputes and power failures.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. Governing Law. These Program Terms and related Orders are governed by the laws of Massachusetts without regard to its conflicts of interest principles. The following laws and conventions are inapplicable and do not form part of these Program Terms or Orders: the Uniform Commercial Code, the Uniform Computer Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods.
12.2. Dispute Resolution; Arbitration. At the written request of either party, both parties shall make a good faith effort to resolve any disputes relating to Orders, these Program Terms or other Directory-related matters through discussions participated in by their respective executives or through mediation in the manner described in the Terms of Service. Any claims that have not been resolved through discussion or mediation within 30 days, or any different period agreed to by both parties, will be settled by binding arbitration in the manner described in the Terms of Service.
13. GENERAL INTERPRETATION
13.1. Third Party Beneficiaries. There are no third-party beneficiaries of this Agreement.
13.2. Waiver and Severability. LawNext’s failure or delay in exercising any right or in responding to breach will not constitute a waiver of that right or breach, nor will it constitute a waiver of its right to act with respect to subsequent or similar breaches. Any provisions of these Program Terms or Orders that are held to be invalid, void, or unenforceable under applicable law shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions of these Program Terms or the applicable Order.
13.3. Amendment. Except as follows, these Program Terms may only be modified by a signed written agreement between LawNext and the applicable Vendor. If LawNext offers a new Service as part of the Vendor Directory Program, LawNext may amend these Program Terms to add an Addendum that identifies any different Program Terms that apply to that Service; that Addendum will be incorporated by reference in applicable Orders and become part of these Program Terms for vendors who order that new Service.
Last updated: February 1, 2022