This Subscription Agreement is entered into by and between you and Leopard Solutions, LLC (“Company”) and governs your access to and use of the Company’s services, including but not limited to The Leopard List, Leopard Job Search, Leopard JobBoard, Leopard Reporting and Firmscape, and the content available therein. To use the Company’s services and gain access to the content therein, you must accept and agree to comply with the terms and conditions set forth in this Subscription Agreement.
This Subscription Agreement refers to you as a “Client.” The services available to Clients are collectively referred to as “Services.” The content accessible through the Services are referred to as “Materials.” The subscription package (“Subscription Package”) that you select upon subscribing governs the Materials that are available to you (the “Selected Materials”), the number of persons authorized to access such materials (“Authorized Persons”) and the term of your subscription (the “Subscription Period”).
The Company may update this Subscription Agreement from time to time and the latest version will be posted on the Site. By accessing the Site or using the Services, you agree to be bound by the Subscription Agreement in its then current form. Accordingly, you should periodically review the current Subscription Agreement as it appears on the Site.
PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY BEFORE SUBSCRIBING TO OR USING THE SERVICES. IF YOU DO NOT ACCEPT THIS SUBSCRIPTION AGREEMENT IN ITS ENTIRETY, YOU MAY NOT USE THE SERVICES.
Client must be 18 years of age or older to use the Services and Materials in any manner. By accepting the terms and conditions of this Subscription Agreement, Client represents and warrants that Client is 18 years of age or older and that Client has the right, authority and capacity to agree to and abide by the terms and conditions of this Subscription Agreement.
Subject to all terms and conditions of this Subscription Agreement, Company shall supply the Services to Client for the fees set forth on the Company’s website or otherwise agreed to by the parties by making the Services and Selected Materials available to Client through the Site during the Subscription Period. Client may request access to Materials in addition to the Selected Materials and also may request access to the Selected Materials for additional persons. The form and content of any additional access is subject to the agreement of Company and shall be considered Selected Materials, subject to all terms and conditions of this Subscription Agreement, for the duration of the Subscription Period.
(B) Subscription Period.
Except as otherwise provided herein, the term of the Subscription Period shall commence on the date that Company accepts Client’s subscription request by providing Client with an administrative password and shall terminate on the last day of the period selected upon subscribing to the Services. The parties may agree to renew this Subscription Agreement for one or more Subscription Periods.
Charges for the Services are due and payable immediately upon subscribing. Company may store your payment information, including but not limited to, credit card information. Due to the nature of the Materials all sales are final and non-refundable.
The Company is authorized to charge any renewal subscription fee to the credit card previously provided to the Company upon Client’s authorization to renew its subscription.
Accounts unpaid 30 days after date of invoice may have their Services interrupted. Such interruption does not relieve Client from the obligation to pay the past charges. Accounts in default are subject to a late payment charge of $25 and an interest charge of 1.5% per month on the outstanding balance. If Client’s state law does not allow an interest rate of 1.5% per month, the maximum allowable rate for Client’s state will be charged. Client agrees to reimburse Company for all collection costs and interest for any overdue amounts.
(D) Accuracy, Completeness and Timeliness of Information.
Company has made and will make commercially reasonable efforts to ensure that the Materials are complete and accurate. However, Company is not responsible if any Materials are not accurate, complete or current. Company reserves the right to add, delete, edit or modify the Materials at any time. It is Client’s responsibility to monitor changes to the Materials. Any reliance on Materials is at Client’s own risk.
(E) Third Party Links.
Company is not responsible or liable for any off-site web pages accessible from or linked to the Site or any information contained therein. Links to off-site web pages should not be construed as third party endorsement, sponsorship or affiliation of, with or by Company. Any opinions or recommendations expressed in any third party sites should not be construed as the opinions, recommendations or views of Company. You link to any third party site at your own risk.
3. License; Use; Title; Termination; Confidentiality; Ownership of Intellectual Property; Passwords.
In conjunction with the Services and Materials provided by Company to Client hereunder, Company hereby grants Client a non-transferable, non-exclusive license (the “License”) to use the Services and Selected Materials for the Subscription Period, subject to the terms and conditions set forth herein. No person may access or use the Services unless they are Authorized Persons pursuant to the Subscription Package.
(B) Use Limitations.
Client agrees to use the Services solely and exclusively in connection with products and services provided to or targeted to the legal profession, including, but not limited to, legal recruiting and job searching, legal data reporting, legal publications and forms, marketing and/or consulting services, and goods and services related thereto. Client is prohibited from selling or brokering the Materials obtained from Company’s Services.
Client agrees that its use of the Services and Materials will be in compliance with all applicable laws and regulations, and that it will not use, or knowingly allow any other person to use, the Services or Materials for or in connection with, any illegal purpose or activity.
(C) No Copies or Sublicenses.
Client shall not copy, modify, duplicate, download or otherwise transfer the Services or Materials or any part thereof, except as necessary to do so in order to receive, use or implement the Services or Materials as permitted in Paragraph 3(B) and in accordance with the terms and conditions of this Subscription Agreement. Client shall take all reasonable precautions to safeguard the Services and Materials, to prevent any copies or disclosures thereof in violation of this Subscription Agreement and to prevent any unauthorized access thereto. Client shall not attempt or permit others to attempt to modify, adapt, translate, convert to another programming language, decompile, reverse compile, disassemble or reverse engineer the Services or Materials, in whole or in part, for any purpose.
(D) Title; Termination.
Client agrees that all right, title and interest in and to the Services and Materials and all parts and any copies thereof and intellectual property rights therein including, but not limited to, any and all derivative works thereof, are and shall remain the sole and exclusive property of Company. The License shall terminate upon expiration of Client’s Subscription Period or the termination of this Subscription Agreement for any reason. In such event, Client shall immediately cease any and all use of the Services.
(E) Unauthorized Use.
In connection with Client’s use of the Services, Materials and the Site, Client shall not directly or indirectly upload, download, manipulate, transmit, publish, broadcast or otherwise provide or disseminate any content (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the patent, copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, (c) that is defamatory, obscene, threatening, abusive or hateful, or (d) that contains incomplete, false or inaccurate biographical information or information that is not your own.
In particular, Client shall comply with the Can-Spam Act, the National Do Not Call Registry, and state privacy laws. In this regard, in connection with any posted content, email or other communication or transmission, Client shall not use a false email or postal address, impersonate any person or entity or otherwise mislead as to the origin of the content, email or other communication or transmission. For communications covered by the Can-Spam Act, Client shall also provide a mechanism that allows a recipient to opt-out of, or end, any future email messages from the sender and shall honor any such requests.
Client shall not directly or indirectly sell, lease, assign, redistribute, broadcast or otherwise disseminate Materials obtained from Company consisting of information regarding attorneys, including, but not limited to email or other addresses or contact information, by any means (including without limitation by making hard copies or by electronic transfer) to any other person or entity (including without limitation Client’s customers or Client’s unauthorized employees).
Client shall not download all or any part of the Services or Materials to Client’s customers or any third party’s facilities or network to enable any sharing of all or any part of the Services or Materials, or any data, information or documentation included therein or derived therefrom. Client shall not make unreasonable computer-generated inquiries or copies of the Materials. Client shall use its best efforts to ensure that no person within its control has access to any Services or Materials unless that person is authorized pursuant to the Subscription Package.
Client acknowledges and agrees that the Services and Materials and the form, format, mode or method of compilation, selection, configuration, presentation or expression thereof (the “Confidential Property”) are the confidential, proprietary, and trade secret information, products, process and data of Company. Client shall receive and maintain the Confidential Property as a confidential disclosure. Client shall not disclose all or any part of the Confidential Property to any other person or entity, except as necessary to do so in order to receive or implement the Services and Materials as permitted hereunder and in accordance with the terms of the Subscription Agreement. Client shall not use or permit any use of all or any part of the Confidential Property or attempt to sell, assign, convey, lease, sub-license, commercially exploit, and/or otherwise market or use all or any part of the Confidential Property in any way or manner, except as expressly permitted in this Subscription Agreement. Except as otherwise permitted in this paragraph, Client may disclose the Confidential Property as follows: (i) with Company’s prior express written consent in each instance of disclosure, or (ii) if Client is required by law to disclose the Confidential Property, but only after prompt notice to Company, such that Company has a reasonable opportunity to oppose or prevent a disclosure, and only to the extent so required. Client understands that Company’s rights in and to the Confidential Property extend to the intellectual processes, procedures, apparatuses, and to the original works of authorship, expressions and articulations contained on the Site and in any related data, information or documentation. No right, title or interest, except for the limited use license set forth herein, is conveyed or transferred to Client in any way or manner by this Subscription Agreement or in or by any schedule or addenda hereto.
(G) Ownership of Intellectual Property.
To the fullest extent permitted or available under applicable law, Company hereby asserts and claims, and Client hereby recognizes and acknowledges, Company’s ownership of all right, title and interest in and to the Confidential Property, the Services, the Materials, the Site and all related data, information and documentation, and the form, format, mode or method of compilation, selection, configuration, presentation or expression thereof, and any and all related copyright, patent, trademark, service mark and confidential proprietary and trade secret information and rights. Client shall not remove, alter, modify or deface any copyright notice, trademark, service mark, logo, name, decal or imprint on the Services, the Site and/or all related data, information and documentation including, but not limited to, those which identify Company or any other party as the source of origin of such goods, services, products, data, information and documentation. Client shall not take any actions which indicate that Company is not the source of origin of the Services.
Company will provide Client with one administrative password which is to be used by an account administrator (“Administrator”) within Client’s organization. The Administrator is authorized to set up sub-accounts for use by Authorized Persons as per the Subscription Package. The Administrator shall be responsible for issuing passwords in connection with sub-accounts, maintaining the security of each sub-account and deleting sub-accounts or otherwise prohibiting access to sub-accounts by persons who leave the employ of Client or cease to be Authorized Persons for any other reason. Access to any of the Services is not permitted by any person who is not authorized in accordance with the Subscription Package.
Client shall take all reasonable precautions to safeguard the Services and Materials, to prevent any copies or disclosures thereof in violation of this Agreement and to prevent any unauthorized access thereto. Client is solely responsible for maintaining the confidentiality and security of passwords and sub-accounts created by Client, and hereby agrees that, without the express written consent of Company, no password will be disclosed to any person other than Authorized Persons. Client accepts full responsibility for any use of or action taken under its passwords and agrees to and hereby releases Company from any and all liability concerning such activity. Client agrees to promptly notify Company of any actual or suspected loss, theft or unauthorized use of any of Client’s passwords, the Services, Materials, and/or data, information or documentation transmitted via the Services. Company has no obligation to inquire as to the authority or propriety of any use of or action taken under one or more of Client’s passwords and will not be responsible for any loss to Client arising from any such use or action or from Client’s failure to comply with these provisions. To notify company of any unauthorized use, please contact the Company at firstname.lastname@example.org
Client hereby agrees that it will not, directly or indirectly, for its own benefit or for the benefit of others, develop, distribute, market, sell, license or otherwise offer to any third party any attorney or legal database, job searching, or legal or business intelligence services or materials that are similar to, and in competition with, Company’s Services and/or Materials. Client acknowledges that if it engages in any of the foregoing prohibited activity, Company shall, in addition to all other rights available under applicable law, have the right, at its sole option, to do any or all of the following: (i) immediately terminate this Subscription Agreement and all duties and obligations of Company hereunder, (ii) declare all amounts due and thereafter to become due to be immediately due and payable in full, and (iii) discontinue Client’s access to and use of all Services and/or Materials.
4. Express Warranties; Warranties Limited.
(A) Express Warranties.
Company warrants to Client that Company has the right to provide the Services to Client.
(B) Representations and Warranties Limited.
COMPANY DOES NOT MAKE ANY WARRANTY, REPRESENTATION OR GUARANTY AS TO THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SERVICES, MATERIALS OR OTHER DATA OR INFORMATION FURNISHED THEREBY OR THEREUNDER. THE WARRANTIES SET FORTH IN PARAGRAPH 4(A) ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, EXPRESS OR IMPLIED, AND ALL SUCH OTHER WARRANTIES, REPRESENTATIONS, AND GUARANTIES ARE HEREBY DISCLAIMED WITH RESPECT TO THE SERVICES, MATERIALS OR OTHER DATA. ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED. No employee, salesperson, vendor or other agent or purported agent of Company is authorized to make any warranties, representations or guaranties to the contrary of the foregoing, and any such purported warranties, representations or guaranties shall not be relied upon as having been given by or on behalf of Company. Furthermore, Client acknowledges that it is the responsibility of Client to verify any information upon which it or any of its associates or clients use, rely on or otherwise takes action with respect to that may have financial consequences.
IF YOU DOWNLOAD ANY MATERIALS FROM THE SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND.
5. Liabilities Limited.
(A) Sole Remedies.
Except as permitted by Paragraph 5(B), Client’s sole and exclusive remedies against Company with respect to the Services or Materials, including any errors, inaccuracies, omissions or delays therein or thereof, shall be limited to the appropriate party issuing corrected information as soon as reasonably practicable following receipt of written notice of such problem from Client.
(B) Damages Limited.
If Company fails to provide the remedies in Paragraph 5(A), or if Company otherwise fails to perform its duties and obligations under this Subscription Agreement, and Client can establish that as a direct result thereof Client has incurred any damages, liabilities, losses, fees, costs or expenses, then Company’s liability to Client for actual damages for any cause whatsoever, during the term of this Subscription Agreement, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed in the aggregate the fees that Client has paid for the Services in question during the Subscription Period in question. IN NO EVENT SHALL COMPANY, ANY INFORMATION PROVIDER OR ANY OTHER PROVIDER OF SERVICES, DATA AND/OR INFORMATION FOR COMPANY BE LIABLE FOR ANY LOSS OF PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES SUSTAINED OR INCURRED IN CONNECTION WITH THE SERVICES, ANY ACTION COMPANY TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS CLIENT SENDS TO COMPANY OR THE DELAY OR INABILITY TO USE THE SITE OR FOR ANY INFORMATION, PRODUCT, OR SERVICES ADVERTISED ON OR OBTAINED THROUGH THE SITE, OR COMPANY’S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON THE SITE OR OTHERWISE ARISING OUT OF THE USE OF THE SITE REGARDLESS OF THE FORM OF THE ACTION AND WHETHER SUCH DAMAGES WERE FORESEEN OR UNFORESEEN AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION ON-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, CLIENT’S LOSS OF PROFITS OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. CLIENT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER COMPANY NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. CLIENT AGREES THAT YOU MUST COMMENCE ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICES, MATERIALS OR THE SITE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT.
(C) Commercial Transactions.
The parties acknowledge that this Subscription Agreement has been entered into as a commercial transaction and, further, that since any proof of actual damages to Client would be very difficult, imprecise and inaccurate, the foregoing remedies and limitations on damages constitute fair, reasonable and adequate remedies and limitations of any damages, liabilities, losses, fees, costs, and expenses that may be incurred by Client.
Client hereby indemnifies and agrees to defend and hold harmless Company and its affiliates, officers, directors, employees, agents, contractors, licensors and any information providers and any other service or software providers for Company, from and against any and all third party demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with (i) the use of or reliance on the Services, Materials, data and/or other information supplied or to be supplied to Client under this Subscription Agreement, (ii) any breach of or default under the terms or conditions of this Subscription Agreement by Client, (iii) any technical disruption of the Site or the systems transmitting the Site caused or created by Client or Client’s conduct, or (iv) any negligence, gross negligence or willful misconduct by or on behalf of Client or its employees or agents.
Company reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by Client and in such case, Client agrees to cooperate with Company it the defense of such matter.
Paragraphs 3 through 6, and any continuing or unfulfilled obligations of Client hereunder, shall survive expiration or termination of this Subscription Agreement for any reason.
8. Termination; Default.
Without limiting any other provision of this Subscription Agreement, the occurrence of any of the following shall constitute a default by Client under this Subscription Agreement: (i) Client’s failure to fully perform any of its duties and obligations under this Subscription Agreement, (ii) Client’s violation of any of the terms or provisions of this Subscription Agreement or (iii) any substantial part of Client’s assets becomes subject to any levy, seizure, assignment or sale for the benefit of or by any creditor or government agency. Upon the occurrence of any of the foregoing defaults by Client, Company shall, in addition to all other rights available under applicable law, have the right (then or at any time thereafter during the continuance of such default), at its sole option, to do any or all of the following: (i) immediately terminate this Subscription Agreement and all duties and obligations of Company hereunder, (ii) declare all amounts due and thereafter to become due to be immediately due and payable in full, and (iii) discontinue Client’s access to and use of all Services and/or Materials.
Notwithstanding the foregoing, the Company reserves the right to terminate the Subscription Agreement or suspend or terminate your access to and use of the Services and Material, or any portion thereof, in its sole discretion, at any time without notice and effective immediately. The Company shall not be liable to you or any third party for the termination or suspension of the Services or access to the Materials, or any claims related to the termination or suspension of the Services or access to the Materials.
Upon termination of the Subscription Agreement for any reason whatsoever, you shall discontinue your access to and cease all use of the Services and Materials.
Neither this Subscription Agreement nor any rights or duties hereunder may be assigned, delegated, subleased or otherwise transferred by Client without Company’s written consent. This Subscription Agreement shall be binding upon and inure to the benefit of the parties and respective successors and permitted assigns.
Except as otherwise provided in this Subscription Agreement, any notice to Client that is required or permitted by this Subscription Agreement shall be in writing and shall be deemed effective upon transmission when sent by e-mail or mailed by first class, registered or certified mail, postage prepaid or when sent by overnight courier service, such as Federal Express or equivalent, to the address provided by Client when registering for the Site or subscribing to the Services or to such other address as provided in writing by Client to Company for such purposes. Except as otherwise provided in this Subscription Agreement, any notice to Company that is required or permitted by this Subscription Agreement shall be in writing and shall be deemed effective upon receipt, when sent by e-mail to:
or mailed by first class, registered or certified mail, postage prepaid or when sent by overnight courier service, such as Federal Express or equivalent, to: The Leopard List, LLC, 20 Chatfield Road, Bronxville, NY 10708.
If any one or more of the provisions of this Subscription Agreement shall be held to be invalid, illegal or unenforceable for any reason, then the validity, legally or enforceability of the remaining provisions of this Subscription Agreement shall not be affected thereby. To the extent permitted by applicable law, the parties waive any provisions of law that render any provision of this Subscription Agreement invalid, illegal or unenforceable in any respect.
(D) Force Majeure.
Due performance of any duty or obligation hereunder by Company shall be excused if prevented by acts of God, information providers or other service providers, public enemy, war, terrorism, any accident, explosion, fire, storm, earthquake, flood, strike, computer outage or virus, telecommunications failure or any other circumstance beyond or event beyond the Company’s reasonable control.
(E) Waiver or Consent.
Any failure by either of the parties to comply with any obligation, covenant, condition or agreement contained herein may be waived in writing by the party entitled to the benefits thereof, but such waiver or failure to insist on strict compliance with such obligation, covenant, condition or agreement shall not operate as a waiver of or estoppel with respect to any subsequent or other failure. To be effective, any consent by the Company must be in writing and signed by an authorized representative of the Company.
(F) Remedies Cumulative.
Client acknowledges and agrees that any violation of any term, condition or provision of this Subscription Agreement would cause Company and its information providers irreparable harm for which there would be no adequate remedy at law, and that Company shall be entitled to temporary, preliminary and permanent injunctive relief against any such violation. Such injunctive relief shall be in addition to, and in no way shall limit, any other rights or remedies which Company may have at law or in equity.
This Subscription Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior writings or oral negotiations or other understandings with respect thereto.
(H) Headings; References.
All headings of this Subscription Agreement are solely for convenience of reference and shall not affect its interpretation.
(I) Independent Parties.
Nothing in this Subscription Agreement shall be construed as creating a partnership, joint venture, fiduciary or agency relationship between the parties, or as authorizing either party to act as an agent for the other. The parties to this Subscription Agreement are independent parties.
(J) Governing Law.
This Subscription Agreement and all terms and conditions included or incorporated by reference herein shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements made and wholly performed therein. Client hereby consents to the exclusive jurisdiction of the federal and state courts of competent jurisdiction located in New York County, New York for the adjudication of any disputes arising out of or relating to this Subscription Agreement or Client’s access to or use of the Services. Client hereby waives any objection to venue or inconvenient forum laid therein.
I HAVE READ AND I UNDERSTAND AND AGREE TO BE BOUND BY THIS SUBSCRIPTION AGREEMENT IN ITS ENTIRETY.