| EULA Version: V1.0 |
| NetLegal |
User Agreement
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Please read this agreement carefully as it governs your access to the NetLegal system
provided by Shared Solutions Inc. and your use of NetLegal is conditioned upon your
acceptance of it.
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BY CLICKING THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU ARE ACKNOWLEDGING
YOUR ACCEPTANCE OF AND AGREEMENT TO THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO
BE LEGALLY BOUND BY THEM. IF YOU DO NOT WISH TO ACCEPT THE ALL OF THE TERMS AND CONDITIONS
SET FORTH BELOW, PLEASE CLICK ON THE BUTTON AT THE END OF THIS AGREEMENT INDICATING
"I DO NOT ACCEPT."
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NOTICE: SHARED SOLUTIONS INC. DOES NOT ENGAGE IN THE PRACTICE OF LAW, NOR IS THE
NETLEGAL SYSTEM PART OF THE COURT SYSTEM IN WHICH YOUR LAWSUIT IS PENDING. Shared
Solutions Inc. encourages all of its users who are not lawyers to consult with an
attorney before using NetLegal to serve or receive electronic documents in a legal
action. The court record information available through NetLegal is not the official
court record. For confirmation of information contact the specific court registry.
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1. Definitions
The following terms not otherwise defined herein shall have the following meanings:
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1.1 |
"Acceptance" means the ability for a User or, where applicable, a Delegated
User to accept Service of a Document electronically.
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1.2 |
"Agreement" means this NetLegal System Agreement.
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1.3 |
"Client" means: (a) if Client is an individual, the person who accepts the
terms of this Agreement; or (b) if Client is a company or organization (an "Organization"),
the Organization. If the person executing this Agreement is executing it on behalf
of an Organization, such person represents and warrants that he or she is duly
authorized to enter into this Agreement on behalf of the Organization.
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1.4 |
"Court" and "Courts" mean all provincial, state and federal courts and other
administrative tribunals in jurisdictions where Users are using NetLegal and may or
may not be accepting, sending, retrieving and maintaining Documents in electronic
format through NetLegal.
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1.5 |
"Court Rules" means the local rules of civil or criminal procedure established by
a Court including any rules governing use of electronic documents.
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1.6 |
"Delegated User" means a related User of the same Client who may exercise
certain rights on behalf of the delegating User as set by the delegating User,
including but not limited to, serving of documents and acceptance of service.
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1.7 |
"Documents" mean pleadings, court documents and other legal documents, filings,
correspondence and related data available on NetLegal.
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1.8 |
"File" or "Filing" means the electronic submission of Documents to a Court that
is using NetLegal to receive, review and maintain electronically filed Documents
and Court information where the ability to use NetLegal to file Documents with
the Court has been approved by Court Rules or court order.
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1.9 |
"Invitee" means a person who is invited to join the NetLegal system by an
existing User through fax or electronic means, namely email.
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1.10 |
"NetLegal" means the NetLegal System that allows Users to send or Serve
electronic copies of Documents on law firms, courts and parties and to
perform other functions available through the NetLegal System.
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1.11 |
"NetLegal System" means the systems component of NetLegal and includes the Site,
databases, and computer programs that reside on hardware located at SSI
and any third party data centers.
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1.12 |
"Receipt" means a confirmation sent to a User after submitting a Transaction
through NetLegal to law firms, courts and/or parties and will include the date
and time the Transaction was submitted by the User through NetLegal.
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1.13 |
"Recipient" means and may be any of the following: (i) a User; (ii) a Client
such as a Firm or Court; or (iii) an entity or individual who is not a Client.
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1.14 |
"Serve" or "Serving" or "Service" means the service of Documents (excluding
Originating Notice unless specifically permitted by the Court) submitted electronically
through NetLegal to parties to a lawsuit and/or their lawyers. The ability to
Serve Documents on other case parties and their lawyers may be approved by Court
Rules, Court Order or other agreement between the lawyers in a case.
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1.15 |
"Originating Notice" means the official, initial filing or service of process on a
litigant in a lawsuit in compliance with Court Rules.
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1.16 |
"Site" means the NetLegal Internet website currently located at www.netlegal.ca
(subject to change upon notice to Client) at which Client may, among other things,
(i) Serve Documents, (ii) access and view Documents Served by Users; and (iii)
view additional terms governing Client's use of NetLegal.
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1.17 |
"SSI" means Shared Solutions Inc.
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1.18 |
"Transaction" means the Document(s), Court name, name of case matter, and name
of filing party attorney and firm and other associated information that is part of
the record with respect to sent, Filed or Served Documents.
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1.19 |
"User" means those employees, independent contractors, and agents of the Client
authorized by the Client to use NetLegal. Clients will be responsible for any and
all use of NetLegal and for all charges incurred by their Users.
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1.20 |
"User ID" means the user ID and password issued to a Client by NetLegal and SSI,
which User ID permits the User to have access to and use of NetLegal.
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Terms as defined in this Section 1 and elsewhere in parenthesis shall have
the same meaning throughout this Agreement.
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2. PARTIES
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2.1 |
This Agreement is made between SSI and Client and each of its authorized Users.
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2.2 |
To use NetLegal, Client must agree to the terms of this Agreement and pay all
applicable fees associated with use of NetLegal.
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2.3 |
In addition to Serving Documents, Users will be permitted to use NetLegal to
file Court Documents where the judge allows it through a court order.
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2.4 |
Client will ensure that each authorized User of a User ID will be subject
to the terms of this Agreement prior to use of NetLegal and that SSI shall
have the right to notify each user of a User ID of the existence of this
Agreement and the terms of the Agreement, including but not limited to those
terms affecting the User's and Client's use of NetLegal. Users who are not
approved may have limited access to NetLegal but will have to be approved by
the Client in order to fully use the NetLegal system.
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2.5 |
Users may invite other parties (the "Invitee") to join the NetLegal system by
fax or electronic means. The User acknowledges that they are providing the
Invitee with access to the case data even though the Invitee may not yet be
approved by SSI or the Client whom the invited party represents in the course
of their employment. The User further acknowledges that they will be responsible
for any consequences arising out of providing access to the case data to any
and all Invitees.
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2.6 |
Each User agrees that Acceptance of Service by themselves or their Delegated
User will constitute legal acceptance of the Document pursuant to the relevant
Court Rules, Court Order or other agreement between the lawyers in a case.
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3. LICENSE TO USE NETLEGAL
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3.1 |
SSI hereby grants Client and its Users a non-exclusive, non-transferable,
limited, terminable license to use NetLegal, subject to the terms and conditions
set forth in this Agreement, any additional terms and conditions posted on the
Site, the Court Rules, court order and any applicable provincial and federal laws.
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3.2 |
Client agrees that the information accessible through NetLegal is for its
own internal use in the ordinary course of its business. Although Client and
its Users may share the results of individual record and Document searches with
parties it is representing, Client and its Users will not provide any third party
(including parties it is representing) any right of access to NetLegal, repackage
any records or data in any bulk form for provision to others, or provide any
on-going services to third parties through or using NetLegal, whether as a
service bureau or otherwise.
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3.3 |
Client shall not use NetLegal in a manner contrary to or in violation of any
applicable federal, provincial, or local law, rule, or regulation.
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3.4 |
NetLegal includes many features including, but not limited to, Service, Filing
and account and billing maintenance. Other features, are currently planned to
be added later. NetLegal features are available for use by Client and its Users
for a specified fee. Client can view the applicable fees at the Site.
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3.5 |
Client acknowledges the following limitations with respect to use of certain features of NetLegal:
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"Serve" is a feature that permits approved Users of a Client to designate service as
"Electronic" or "Fax" which terms shall have the following meanings:
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(i) |
"Electronic Service" is a feature that allows the Approved User of a Client to
receive an email notification that a Document has been Served upon it
electronically and is available for viewing in the Users inbox. The email
notification feature does not constitute service on the User and is provided
by SSI solely as a convenience. It is the responsibility of the User that
receives the email notification feature to check its Online Inbox to view
Documents awaiting Service on the User. The User can then accept service
using the NetLegal Acceptance functionality or reject service.
The email notification feature will not function properly if the User's
email information is inaccurate or if the User's email account has been
set up to reject email over a certain size or based upon its security
settings. Users that use the email notification feature are solely
responsible for providing accurate, up-to-date email addresses and
for ensuring that email accounts are set up properly to receive email
notifications.
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(ii) |
"Fax Service" means that the Document will be Served on the intended
recipient that the serving User will set in accordance with the applicable
Court Rules, Court Order or agreement between the lawyers for the case.
Both Users and Write In parties (defined in subsection (c)) can be
served by Fax. Any optional email notifications sent to Write In
parties are not a substitute for Electronic Service.
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| (b) |
"Filing" is a feature that permits approved Users of a Client to file a document with
the court on a case by case basis by "Fax Filing" or "Electronic Filing" which terms
shall have the following meanings:
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(i) |
"Fax Filing" means that the Document will be filed with the Court via
fax in accordance with the applicable Court Rules. Users are responsible
for complying with any additional requirements set out in the Court
Rules for filings received by fax; and
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(ii) |
"Electronic Filing" is a feature that allows the relevant User at a Court
to receive an email notification that a Document has been Filed with the
Court electronically and is available for viewing in the Users inbox.
The email notification feature does not constitute acceptance of the filing
into the Court and is provided by SSI solely as a convenience. It is the
responsibility of the User that receives the email notification feature to
check its Online Inbox to review Documents awaiting Filing into the Court. The
User can then accept or reject the Filing using the NetLegal Accept/Reject
functionality.
The email notification will not function properly if the User's email
information is inaccurate or if the User's email account has been set up to
reject email over a certain size or based upon its security settings. Users
that use the email notification feature are solely responsible for providing
accurate, up-to-date email addresses and for ensuring that email accounts are
set up properly to receive email notifications;
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"Write In" is a feature that allows the Approved Users of a Client to add party, lawyer,
and delivery information. SSI does not determine or validate the accuracy of the information
entered by Client. SSI does not edit or update the information if a Transaction or
Transaction's delivery cannot be completed because the information provided by Client
is incorrect.
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4. CLIENT'S RESPONSIBILITIES
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4.1 |
Client is solely responsible for: (i) Client's software and equipment, including
computer and communications devices, (ii) ensuring Client's software and hardware
are suitable for connecting to the Site and using NetLegal, including having the
minimum system and software required by SSI to use NetLegal (which information is
located on the Site), and (iii) Client's access to the Internet, Client's connectivity
to the Site, Client's relationship with its Internet service provider, and any
telephone or other connection and service fees associated with such access.
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4.2 |
Each Client is responsible for maintaining the security and confidentiality of its
Users IDs. Client shall promptly notify SSI if any of its User IDs are no longer
valid or have been misused or compromised, and SSI will cancel a User ID upon
written request from the Client. SSI shall have no liability to the Client or any
third party (including, without limitation, any clients represented by the Client,
if any) for any claim based upon misuse of a User ID. It is the Client's sole
responsibility to control the User ID assigned to User. SSI may immediately suspend
access to NetLegal for Client if SSI suspects unauthorized use of a User ID or in
the event of an activity that might compromise NetLegal or SSI. Each User ID issued
will be used solely by the individual for whom it was issued and will not be shared
under any circumstances.
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4.3 |
Client is solely responsible for the continuing accuracy of any and all information
provided by Client to SSI in connection with the electronic transmission or delivery
of any Document. Client is solely responsible for notifying SSI of any change in
Client's contact information or the contact information of its Users including, but
not limited to, the change of address, legal name, facsimile number(s), email address,
or any other material information known by Client.
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4.4 |
Client and its Users are solely responsible for checking the Site to determine if Client
or its Users has been notified of Service or rejected Documents. CLIENT UNDERSTANDS
AND AGREES THAT CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT EACH USER MONITORS
NETLEGAL, INCLUDING BUT NOT LIMITED TO EMAIL COMMUNICATIONS. FURTHER, IT IS SOLELY THE
RESPONSIBILITY OF THE USER AND ALL OTHER USERS TO NETLEGAL TO DETERMINE IF A DOCUMENT
MUST BE SERVED AS OPPOSED TO SIMPLY FILED.
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4.5 |
Client is solely responsible for loading and transmitting Documents correctly and in a
timely fashion and for confirming the Receipt and for checking email for rejected Documents.
Client waives and releases any claims based upon errors, defaults or omissions if Client
fails to provide notice and/or resubmit directly to the Recipient and perform any necessary
actions to effect Service.
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4.6 |
Client is responsible for checking the Site for changes to the terms of this Agreement and
with the Courts periodically for changes in the Court Rules. SSI is not responsible for
changes to Court Rules or for notifying Client of such changes.
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4.7 |
Client shall notify SSI immediately if a Document is subsequently sealed by a Court, or a
case becomes subject to a publication ban, and shall provide details in connection with such
sealing or publication ban, as the case may be, which enable SSI to determine the action
which should be taken in connection with the Document at issue (e.g., removal from access
in NetLegal).
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5. BILLING OF CHARGES
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5.1 |
The use of NetLegal by Clients will result in the accrual of "Usage Fees" and if
applicable "Court Fees" (in some jurisdictions).
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Usage Fees are those fees imposed by SSI for use of NetLegal and may vary based
upon a number of factors including the jurisdiction, court, case type, case class,
and features being used. Client may view the Usage Fees by logging onto the Site and
selecting pricing information. Usage Fees will be set forth on a project specific
basis and are subject to change from time to time. Client will check the Site for the
amount of Usage Fees and for any changes to the Usage Fees. Client is solely responsible
for all Usage Fees incurred for the use of NetLegal by its Users. All Usage Fees are
exclusive of taxes and, if applicable, taxes will be added to Client's invoice and are
payable by Client. Client is responsible for providing a sales tax exemption certificates
to avoid such taxes. Notwithstanding the foregoing, SSI and a Client may enter into a
pricing amendment to the Financial Agreement (an "Amendment") with respect to the amount
of Usage Fees.
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Court Fees are the fees, charges, taxes and the like, due to a Court or other governmental
entity for Documents tendered for filing, posting through NetLegal, or accessed by
Client through NetLegal in instances where SSI has agreed to collect such fees on
behalf of the Client, Court or governmental entity. SSI MAY COLLECT AND REMIT COURT FEES
AS PART OF NETLEGAL IN SOME JURISDICTIONS. HOWEVER, CLIENT IS SOLELY RESPONSIBLE FOR THE
PAYMENT OF COURT FEES. SSI MAY ALSO ASSESS AN ADMINISTRATIVE FEE FOR THE ADVANCEMENT OF
COURT FEES.
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5.2 |
At SSI's discretion, in addition to Usage Fees and Court Fees, SSI may assess NetLegal Clients a
reasonable administrative fee for the processing and/or conversion of case service/notice lists that
are provided by Clients to SSI in a format other than an Excel spreadsheet or Flat File Text format.
In addition, SSI may assess NetLegal Clients a reasonable maintenance fee for the general upkeep of
these case service/notice lists.
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5.3 |
Clients will pay SSI the applicable Usage Fees in accordance with the Financial Agreement for use of
NetLegal. Applicable fees will be posted on the Site from time to time by SSI or as agreed to by the
parties in an Amendment. If the Client chooses to pay by credit card and the charge is not approved,
the Transaction will not be processed.
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6. MODIFICATION OF TERMS AND SSI
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6.1 |
SSI may modify or change this Agreement from time to time (including the amounts
of Usage Fees, as defined in Section 4.1 above), at its discretion. SSI also
reserves the right to modify or discontinue features and capabilities of NetLegal,
or any portion of NetLegal, without advance notice for normal maintenance and
enhancements, and to modify or update the NetLegal System documentation located
on the Site. SSI will notify Client of any material changes in this Agreement,
the Usage Fees, or NetLegal by posting the proposed change conspicuously on the Site.
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6.2 |
The continued use of NetLegal by Client after such notice period or receipt of a notice
will constitute acceptance of the change. If Client objects to such modifications,
Client's sole recourse shall be discontinuance of Client's use of NetLegal.
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6.3 |
No waiver of any term or condition of this Agreement shall be deemed a further or
continuing waiver of such term or condition. All waivers by SSI must be in writing
and signed by an authorized representative of SSI.
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7. THIRD-PARTY SOFTWARE
NetLegal may utilize software from third-party providers ("Third Party Software"). Third Party
Software can include sign-on and identity certification facilities, and document transfer and
conversion tools. Client agrees to comply with any license terms of any Third Party Software
supplied in connection with NetLegal and that it will not alter or modify any Third Party
Software without express written permission in each instance. Client acknowledges that SSI has no
obligation to maintain or upgrade any such Third Party Software.
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8. WARRANTY and DISCLAIMERS
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8.1 |
SSI warrants that NetLegal is capable of performing the functions in conformance with
the published NetLegal System documentation located on the Site for the then-current
version of the NetLegal System, under normal use and as long as Client is in compliance
with its obligations under this Agreement. Client's sole relief for breach of the
warranty in the prior sentence is that SSI (in its sole discretion) will either,
(i) redeliver or re-perform the NetLegal feature or function without charge, or (ii)
refund to Client the fee paid by Client for the NetLegal feature or function that
is the subject of the warranty claim.
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8.2 |
The Internet is a not an error-free environment and some electronic transactions need
substantial lead time and reasonable computer skills to prepare and transmit in a
timely fashion. NETLEGAL IS SUBJECT TO LIMITATIONS, DELAYS AND PROBLEMS INHERENT WITH
THE INTERNET AND ELECTRONIC COMMUNICATIONS. NEITHER SSI NOR ITS SUPPLIERS, LICENSORS OR
CONTRACTORS, NOR THE COURTS, WHERE APPLICABLE, MAKES ANY WARRANTY THAT NETLEGAL WILL
MEET CLIENT'S REQUIREMENTS, OR THAT NETLEGAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR
ERROR FREE. NEITHER SSI NOR ITS SUPPLIERS, LICENSORS OR CONTRACTORS, NOR THE COURTS,
WHERE APPLICABLE, MAKES ANY WARRANTY CONCERNING THE ACCURACY OR COMPLETENESS OF THE
INFORMATION IN RECORDS AVAILABLE ON NETLEGAL, OR ANY WARRANTY THAT ANY PLEADINGS,
MAIL OR OTHER DOCUMENTS WILL BE RECEIVED AND READ BY THEIR INTENDED RECIPIENTS.
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 8.1, NEITHER SSI NOR ITS SUPPLIERS,
LICENSORS OR CONTRACTORS, NOR THE COURTS, WHERE APPLICABLE, MAKES ANY WARRANTY,
EXPRESS OR IMPLIED, AND DISCLAIMS ALL SUCH WARRANTIES, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NETLEGAL IS PROVIDED
"AS IS WITH ALL FAULTS" AND ON AN "AS AVAILABLE" BASIS.
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9. LIMITATIONS OF LIABILITY
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9.1 |
SSI has no control over the contents of a Document transmitted on or through
NetLegal, and SSI has no liability to Client, Users, clients represented by the
Client, or other third parties for any claim based upon (a) rejection of a Document
for Service or by a Court (b) alleged defamation, libel, or slander contained in
the Documents, (c) infringement of any intellectual property rights in a Document,
and (d) the content and format of a Document generally. Further, Client acknowledges
and agrees that SSI has no liability to Client, Users, clients represented by the
Client, or other third parties based upon incorrect transmission or delivery
instructions by Client or Users to NetLegal, including, without limitation, liability
for any losses in connection with the loss of privilege or for any other claimed
injury or damages due to disclosure of a Document.
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9.2 |
NEITHER SSI NOR ITS SUPPLIERS, LICENSORS OR CONTRACTORS, NOR THE COURTS, WHERE
APPLICABLE, WILL BE RESPONSIBLE FOR, AND CLIENT AND ITS USERS AGREE NOT TO SEEK TO
HOLD SSI OR ANY SUCH PARTY RESPONSIBLE FOR, ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE
OF ANY KIND RESULTING FROM: (a) any errors in or omissions from NetLegal; (b) any delays
or delivery problems resulting from use of NetLegal; (c) the unavailability or
interruption of NetLegal or any of its features; or (d) Client's use of NetLegal
(regardless of whether Client received assistance, information or advice from the Site
or any SSI personnel).
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9.3 |
IN NO EVENT WILL SSI OR ANY OF ITS SUPPLIERS, LICENSORS OR CONTRACTORS, OR THE COURTS,
WHERE APPLICABLE, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF USE,
INTERRUPTION OF BUSINESS, LOSS OF REVENUES, PROFITS, DATA OR OTHER INFORMATION, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT'S AND USER'S EXCLUSIVE REMEDY, AND
THE MAXIMUM LIABILITY OF SSI AND SUCH OTHER PARTIES, IF ANY, FOR ANY DAMAGES, WHETHER
BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE STRICTLY LIMITED TO THE AMOUNT OF THE
USAGE FEE CLIENT ACTUALLY PAID TO SSI FOR THE PARTICULAR TRANSACTIONAL USE OF NETLEGAL
WHICH CAUSED THE DAMAGES, EXCLUSIVE OF COURT FEES, WHERE APPLICABLE. IF ANY REMEDY
HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF
LIABILITY, DISCLAIMERS AND EXCLUSIONS OF WARRANTY AND DAMAGES SET FORTH HEREIN SHALL
REMAIN IN EFFECT.
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9.4 |
In no event will SSI or any of its suppliers, licensors or contractors, or the Courts, where
applicable, be responsible or liable for: (i) any problems relating to telephone lines or
other transmission devices, including the unavailability of telephone lines or other electronic
transmission lines or devices, (ii) Client's and User's inability to reach NetLegal for the
purpose of Document transmission or receipt; (iii) transmission errors; (iv) any alteration
or destruction of a Document resulting from third parties' unauthorized access to NetLegal
(e.g., computer "hackers"); (v) any losses or damages or alteration or destruction of a Document
or information on any party's computer system or elsewhere resulting from the transmission of
computer "viruses" or other damaging or destructive software or software components by or through
NetLegal, except in the case of willful or reckless act of SSI or its agent.
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9.5 |
With respect to jurisdictions in which the Users of the Client are not required to use NetLegal,
the Client and its Users agree that NetLegal is a convenience service, and that the Users of the
Client can make alternative arrangements to Serve and File any Documents. Client acknowledges that
the timely Serving and Filing of Documents in compliance with statutes, regulations, court rules,
and orders requires the professional judgment of a lawyer, and that lawyers appearing in a case
are ultimately responsible for the timely Serving and Filing of any such Documents (as specified
by User). While SSI will use reasonable efforts to electronically Serve and File a Document for
which a transaction fee has been paid, the Client and its Users agrees that neither SSI, nor any
of its licensors, suppliers or contractors shall have any liability whatsoever associated with the
Serving or Filing of, or failure to Serve or File, a Document submitted via NetLegal.
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9.6 |
The parties will use reasonable efforts to take precautions against the contamination of their
respective systems and computer files with software viruses, worms or other malicious agents
that may reside within messages sent through NetLegal. At a minimum, such precautions shall
include the installation, upgrading and use of commercial virus detection software to scan
files and Documents transmitted via NetLegal. Additionally, the parties will make all reasonable
efforts to identify and to correct or remove any Document or file that may have infected data or
contain viruses or other malicious agents. SSI reserves the right to delete infected Documents,
files or programs, and SSI shall have no liability to Client or its Users, or the sender or
intended Recipient of infected materials for such action. However, the parties agree that no
precautions or virus detection software is or can be effective against all viruses, and SSI
shall have no liability with regard to any contamination of files, Documents or NetLegal.
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9.7 |
No claim, regardless of form, which in any way arises out of or relates to NetLegal or Client's
use of or inability to use NetLegal, or the use of or inability to use Documents accessed
through NetLegal, may be brought by Client more than one year after the basis for the claim is
discovered or should have been discovered by Client.
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9.8 |
Each third party supplier, licensor or contractor of SSI, and the Courts, where applicable, has
the right to assert and enforce the provisions of Sections 8 and 9 of this Agreement on its own
behalf as a third party beneficiary.
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9.9 |
NetLegal and all related services are provided "As Is." THERE ARE NO WARRANTIES WITH RESPECT TO
THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SSI DOES NOT WARRANT THAT SERVICES WILL
BE UNINTERRUPTED, ERROR-FREE, OR THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS.
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9.10 |
The Client and its Users acknowledge that SSI does not verify the completeness, propriety,
timeliness or accuracy of any information or third party content available through NetLegal.
SSI does not control the contents of information received from Users and third party content
providers and will not be responsible for any claimed loss of privilege or other claimed injury
due to disclosure of sealed, confidential or privileged information. You acknowledge that by
providing the information and the NetLegal services, SSI does not underwrite or assume any of
the risks of your business or activities. IT IS YOUR RESPONSIBILITY TO VERIFY THE INFORMATION
AND THIRD PARTY CONTENT OBTAINED THROUGH NETLEGAL WITH THE OFFICIAL INFORMATION AT THE COURT
OF RECORD OR OTHER DATA SOURCE.
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9.11 |
Except as otherwise agreed upon by the parties in writing, the warranties, obligations and
liabilities of SSI and your remedies with respect to any Third Party Content, software or
services will be limited to whatever recourse may be available against the third party provider
of such Third Party Content, software or services and ARE SUBJECT TO ALL RESTRICTIONS AND OTHER
LIMITATIONS AS MAY BE DISPLAYED IN OR REFERENCED BY SUCH THIRD PARTY CONTENT, SOFTWARE OR SERVICES.
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10. NON-INFRINGEMENT
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10.1 |
SSI agrees to indemnify and hold harmless Client from any claim or demand, including reasonable
attorneys' fees, made by any third party that NetLegal or the NetLegal System infringes any
intellectual property of any third party; provided, that (a) Client promptly notifies SSI of the
claim in writing; (b) SSI shall have sole control over the defense and settlement of the claim;
(c) Client shall provide such assistance in the defense of the claim as SSI may reasonably request;
and (d) Client shall comply with any settlement or court order made in connection with the claim.
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10.2 |
Client agrees to indemnify and hold harmless SSI (including its affiliates, officers, directors
and employees) from any claim or demand, including reasonable legal fees, made by any third party
that NetLegal or the NetLegal System infringes any intellectual property of any third party based
upon use of NetLegal or the NetLegal System not in compliance with this Agreement by Client. The
foregoing shall not apply to a Client who is a public entity if prohibited by applicable law.
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11. TERMINATION
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11.1 |
Client may terminate this Agreement (and its use of NetLegal) at any time, with or without
cause, upon thirty (30) days written notice to SSI.
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11.2 |
SSI may terminate this Agreement (and Client's access to NetLegal), without cause, upon thirty
days written notice to Client. Additionally, in the event that Client breaches any material
term of the Agreement (including Court Rules), SSI may terminate this Agreement immediately
(and terminate Client's access to NetLegal) if Client has not cured such breach within five
days after SSI gives Client written notice of such breach. Material breach includes (but is
not limited to) any misuse of NetLegal.
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11.3 |
Client is responsible for notifying a Court, where applicable, and other subscribers to
NetLegal (in each matter in which Client is involved) of the termination of Client's access to
NetLegal. Upon termination of this Agreement, Client will no longer have the ability to use
NetLegal.
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11.4 |
The provisions of this Agreement including those relating to disclaimers, limitations on
liability, termination, interpretive positions, your warranties and indemnities shall survive
any termination of this Agreement.
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12. FORCE MAJEURE
SSI shall not be in breach of this Agreement in the event that it is unable to perform its obligations
under this Agreement as a result of interruption and delay due to causes beyond its reasonable control
including, but not limited to, acts of God, acts of any government, war or other hostility, civil disorder,
the elements, fire, explosion, power failure, failure of equipment not under the control of either party,
transmission line or communications failure or unavailability, industrial or labor dispute, inability
to obtain necessary supplies and the like.
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13. MISCELLANEOUS PROVISIONS
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13.1 |
This Agreement (including the Court Rules and any applicable provincial or federal laws)
constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes any and all prior understandings and agreements, oral or written
including anything on the NetLegal System or Site.
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13.2 |
This Agreement is governed by and construed under the laws of the Province of Prince
Edward Island, without reference to its conflicts of law rules to the contrary. Neither
this Agreement nor any part or portion of it shall be assigned, sublicensed or otherwise
transferred (by merger, operation of law or in any other manner) by Client without SSI's
prior written consent.
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13.3 |
All notices required or permitted in this Agreement shall be in writing and shall be
emailed, mailed, faxed or delivered to the account representative of the other party at
the last address provided to the other party in writing.
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13.4 |
Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal,
the validity and enforceability of the other provisions shall not be affected.
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13.5 |
Failure of any party to enforce any provision of this Agreement shall not constitute or be
construed as a waiver of such provision or of the right to enforce such provision.
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13.6 |
The headings and captions contained in this Agreement are inserted for convenience only.
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