The Effective Date of this Agreement is August 1, 2019.
HyperCite™ reserves the right, in its sole discretion, to modify or add to this Agreement at any time, for any reason, with or without notice to you (“Updated Terms”). The Updated Terms shall be included in a revised version of this Agreement accessible through the Website. HyperCite™ may provide notice of significant changes to this Agreement as required by law.
Your use of the Services following the posting of any Updated Terms constitutes your unconditional acceptance and agreement to be bound by those changes. You must cease using the Services immediately if you do not agree to be bound by the Updated Terms.
The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Services from that point forward.
● You shall be solely responsible for your own Content and the consequences of submitting your Content to the Services.
● You agree that the Content that you submit to the Services will not contain third-party copyrighted material or material that is subject to other third-party proprietary rights unless you have permission from the rightful owner of the material or you are otherwise legally entitled to use the material in your electronic file.
You shall not:
● Disassemble, decompile, or reverse-engineer HyperCite™ Website or Services or modify another website, application, or product offering so as to falsely imply that it is associated with HyperCite™.
● Transmit any worms or viruses or any code of a destructive nature.
● Automate the use of the Services. You must not use or launch any automated system (including, without limitation, a computer program, software, bots, or robots) that accesses the Services in an unattended way.
● Develop any third-party applications that interact with the Services without our prior written consent.
● Remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material;
● Use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity or any other activity that violates this Agreement or any laws in your jurisdiction.
You are required to provide an email address and create a password to establish an account on the Website in order to access and use the Services (the “Account”). Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for your personal use and each Account ID may be used only by you alone. You are fully responsible for all liabilities and damages incurred through the use of your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by you.
END USER LICENSES
Subject to your compliance with this Agreement, HyperCite™ will permit you to access and use the Services solely for lawful purposes and only in accordance with the terms of this Agreement, and any other agreement you may have entered into with Legal Lens. HyperCite™ hereby grants user a nonexclusive, nonassignable, non-transferrable, revocable, limited license to access, interface with, interact with, and use the Services for the limited purpose of uploading documents, graphics, materials, or other data (the “Content”) and synthesizing that Content to create a hyperlinked legal brief (“User Work Product”).
You retain all of your ownership rights in your Content. However, by submitting Content to HyperCite™, you hereby grant HyperCite™ a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content and related User Work Product in connection with the Service, including but not limited to creating User Work Product.
MAINTENANCE AND SUPPORT
HyperCite™ will use its commercially reasonable efforts to: (a) maintain the accessibility of the Services on a continuous basis excepting such time periods as are needed for planned server maintenance, for network downtime not attributable to or under the control of HyperCite™ or due to HyperCite™’ exercise of its rights under this Agreement; and (b) provide User with instruction materials for accessing and operating the Services.
DATA COLLECTION AND USE
HyperCite™ reserves the right to investigate, terminate, change, suspend, or discontinue the Services at its sole discretion, including without limitation, the availability of any feature, database, or Content as described below, or your access to all or any part of the Services, including your Account at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your use of the Service and related content. Users may also terminate this Agreement at any time. However, any obligations and liabilities made by User prior to termination of this Agreement shall be strictly enforced.
You represent and warrant that:
● you have the legal right and authority to enter into this Agreement;
● you have the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.
● you are older than the age of 18
● User agrees to review and follow any and all instructions provided by HyperCite™ when creating User Work Product. User acknowledges that results for User Work Product can vary significantly. User is solely responsible for reviewing accuracy and function of User Work Product before relying on, filing, or using User Work Product in any way.
● User and HyperCite™ each acknowledge that the Content and User Work Product may contain information relating to private individuals and could contain information protected under the attorney client and work product and other privileges. User shall be solely responsible, and hereby releases the Legal Lens from any liability, for any unauthorized disclosure or other misuse of the User Work Product.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND HyperCite™ EXPRESSLY DISCLAIMS, AND YOU DISCLAIM ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HyperCite™ WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION. THE COMPANY MAKES NO WARRANTY WHATSOEVER THAT THE OPERATION AND AVAILABILITY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
User hereby acknowledges and agrees that by providing use and access of the Services to the User, HyperCite™ is not providing any legal services, is not counseling User or any of User’s clients, does not verify the accuracy of any citation or link contained in the documents created using the Services, is not responsible for the User Work Product including the content of the User Work Product and does not review the User Work Product for completeness or accuracy.
LIMITATION ON LIABILITY
HyperCite™ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE WEBSITE, CONTENT, OR SERVICES, EVEN IF HyperCite™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF SUBMISSIONS, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. HyperCite™’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICES. IF YOU USE THE FREE LEVEL OF SERVICE, YOU ACKNOWLEDGE THAT, SAVE FOR ANY LIABILITY WE CANNOT EXCLUDE AT LAW, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. YOU AGREE THAT HyperCite™ WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, HyperCite™’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless HyperCite™, its respective officers, directors, agents, and employees from and against any actions, claims, lawsuits, and causes of action, whether or not involving a third party, collectively defined as “Claims”, and all damages, awards, penalties, liabilities, costs, and expenses, including reasonable attorney’s fees arising out of this Agreement or your use of the Services. These Claims may be related to, but are not limited to: (a) any Content submitted or posted by you, in connection with the Services, or any use of the Services in violation of this Agreement; (b) fraud you commit or your intentional misconduct or gross negligence; or (c) your violation of any applicable law or rights of a third-party. HyperCite™ may select and retain counsel to represent it at your own expense. Without limitation, reasonable attorney’s fees and costs shall include attorney’s fees and costs required to enforce this indemnification provision. You shall promptly notify HyperCite™ of any claim or intended suit against HyperCite™.
For any and all disputes you may have with HyperCite™, you agree to first contact HyperCite™ and attempt to resolve the dispute informally. In the unlikely event that HyperCite™ has not been able to resolve a dispute within 30 days, you and HyperCite™ each agree to resolve any Claim (excluding claims for injunctive or other equitable relief) in connection with the Services, including breach or alleged breach of this Agreement, by binding arbitration.
Unless you and Legal Lens decide otherwise, arbitration will be conducted in San Diego, CA. Each party will be responsible for paying its own equally proportionate share of any filing, administrative, and arbitrator fees. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for experts and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall prevent either party from seeking injunctive or equitable relief from the courts for matters related to intellectual property rights or unauthorized access to the Service.
TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND HyperCite™ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
HyperCite™ shall be excused from performance under this Agreement to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of HyperCite™.
If any portion of this Agreement is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms will remain valid and enforceable. Upon such determination that any term is invalid, illegal, or incapable of being enforced, you shall negotiate in good faith with HyperCite™ to modify this Agreement to effect the original intent of the drafters as closely as possible to the fullest extent permitted by applicable law.
This Agreement is governed by the laws of the State of California, without regard to any conflict of laws rules or principles. HyperCite™’s failure to enforce any right or provision of this Agreement shall not be considered a waiver of those rights.
Please contact HyperCite™ if you have any questions about this Agreement at: