LEOPARD SOLUTIONS SUBSCRIPTION AGREEMENT
Updated September 8, 2021
This Subscription Agreement is entered into by and between you (“you” or “Client”) and Leopard Solution LLC (“Company”) and governs access to and use of the Company’s services and the content available therein. Company and Client as referred to herein are each a “Party” and collectively, the “Parties.”
The services made available to Client by Company through Company’s website at https://www.leopardsolutions.com (the “Site”) or at such other location or portal that Company may designate for such purpose, including software, systems, interactive tools and applications, are referred to as “Services.” The materials accessible through the Services, including but limited to the Leopard List®, Leopard Job Search®, Firmscape®, Leopard BI and any other data, information and reports provided in connection with the Services, including email alerts or updates, are referred to as “Content.”
The package set forth in the Subscription Package Cover Sheet (the “Subscription Package”) governs the Content that is available to you (“Selected Content”), the persons authorized to access such Content (“Authorized Users”) and the term of your subscription (the “Subscription Period”). The Subscription Package, together with this Subscription Agreement, constitutes the agreement between the Parties (the “Agreement”).
PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY BEFORE SUBSCRIBING TO OR USING THE SERVICES. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OR CONTENT.
- 1. Services.
Subject to all terms and conditions of the Agreement, Company shall supply the Services to Client for the fees set forth in the Subscription Package by making the Services and Selected Content available to Client through the Site during the Subscription Period. Client may request access to Content in addition to the Selected Content and may also request access to the Selected Content for additional persons. The terms of additional access are subject to the agreement of Company and shall be subject to the terms and conditions of the Agreement.
(B) Subscription Period.
The term of this Subscription Agreement is set forth in the Subscription Package (the “Subscription Period” or “Term”). The Agreement may be renewed upon mutual agreement of the Parties. Access to the Services or Content after expiration of the Subscription Period or termination or expiration of the Agreement is prohibited.
Charges for the Services are due and payable as set forth in the Subscription Package. Due to the nature of the Content, all sales are final and non-refundable. Company may suspend Services to client for past due accounts. 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 Content is complete and accurate. Company reserves the right to add, delete, edit or modify the Content at any time. It is Client’s responsibility to monitor changes to the Content. Any reliance on the Content is at Client’s own risk.
- 2. License; Use; Title; Termination; Unauthorized Use, Confidentiality; Ownership of Intellectual Property; Passwords; Non-competition; Data Scraping, Crawling or Use of Automated Means Prohibited.
In connection with the Services and Content provided by Company to Client hereunder, Company hereby grants Client a non-transferable, non-exclusive license (the “License”) to use the Services and Selected Content for the Subscription Period, subject to the terms and conditions herein. No person may access or use the Services or Content unless they are Authorized Users consisting of employees, temporary employees, student interns or partners/members within Client’s organization as set forth in the Subscription Package.
(B) Use Limitations.
Client agrees to use the Services and Content solely in connection with Client’s internal use in connection with products and services provided to or targeted to the legal industry and related business sectors, including, but not limited to, legal recruiting and job searching, legal data reporting, legal publications and forms, business development, competitive market analysis, marketing and/or consulting services, and goods and services related thereto.
(C) Title; Termination.
Client agrees that all right, title and interest in and to the Services and Content and all parts 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 the Subscription Period or the termination or expiration of this Subscription Agreement. In such event, Client shall immediately cease all use of the Services.
(D) Unauthorized Use.
Client and its Authorized Users shall not, directly or indirectly:
- copy, modify, duplicate, download or otherwise transfer the Services or Content or any part thereof, except as necessary to do so to receive or use or implement the Services and Content in accordance with the Agreement;
- make unreasonable computer-generated inquiries or copies of the Content or engage in systematic, excessive or wholesale copying, printing and/or downloading of Content for the purpose of aggregating or storing the Content in an archival database for later retrieval or to otherwise circumvent the purposes or limitations of the Agreement;
- download all or any part of the Services or Content to Client’s customers or any third-party facilities or network to enable any sharing of all or any part of the Services or Content or any data, information or documentation derived therefrom, or otherwise make the Content available to any individual or entity that is not an Authorized User;
- share, sell, broker, lease, assign, redistribute, broadcast or otherwise disseminate Content or other data or documentation obtained through use or access to the Services, including, but not limited to email, mailing addresses, or other contact information, by any means;
- attempt or permit others to attempt to, adapt, translate, convert to another programming language, decompile, reverse compile, disassemble or reverse engineer the Services or Content, or otherwise attempt to derive the source code for the Site, Services, Content or related technology, in whole or in part, for any purpose;
- upload, download, manipulate, transmit, publish, broadcast or otherwise disseminate any Content: (a) in violation of any applicable law or regulation; (b) in a manner that will infringe the intellectual property rights of others or violate the privacy, publicity or other personal rights of others; or (c) in connection with any material that is harassing, threatening, abusive, insulting, defamatory, disparaging, obscene, hateful or discriminatory; or
- use the Content to engage in excessive or unwanted contact or solicitations with individuals or entities or spam, phish, pharm, spoof, pretext, spider, crawl or scrape, and shall honor the Can-Spam Act, Do Not Call Registry and other no contact requests.
Client acknowledges and agrees that the Services and Content and the form, format, mode or method of compilation, selection, configuration, presentation or expression thereof, are the confidential, proprietary, and trade secret information, products, process and data of Company (the “Confidential Property”). Client shall receive and maintain the Confidential Property as a confidential disclosure and 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 Content as permitted hereunder and in accordance with the terms of the Agreement. Notwithstanding the foregoing, Client may disclose the Confidential Property as follows: (i) with Company’s prior express 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, Services or Content, 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 the Agreement.
(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 Content, 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 a password to be used by an account administrator (“Administrator”) within Client’s organization. The Administrator is authorized to set up sub-accounts for Authorized Users and shall be responsible for monitoring and maintaining the security of each sub-account, deleting sub-accounts and otherwise prohibiting access to sub-accounts by persons who leave the employ of Client or cease to be Authorized Users for any reason.
Client and its Authorized Users shall not share their login credentials or permit any individual or entity that is not an Authorized User to access or use the Services or Content. Client shall take all reasonable precautions to safeguard the Services and Content, to prevent any copies or disclosures thereof in violation of the Agreement and to prevent any unauthorized access to the Services. Client is solely responsible for maintaining the confidentiality and security of passwords and sub-accounts created by Client and is responsible for ensuring Authorized Users’ compliance with the Agreement. Client agrees that, without the express written consent of Company, it will not create or disclose any passwords to any person other than Authorized Users. Client accepts full responsibility for any use of or action taken under its passwords, and hereby releases Company from 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 or Content. 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. Company may disable access to the Products and Services at any time in Company’s sole discretion if Company has any reason to believe that an Authorized User has violated the terms of this Agreement or otherwise poses a security risk. To notify Company of any unauthorized use, please contact the Company at email@example.com
Client will not, directly or indirectly, for its own benefit or for the benefit of others, use the Services or Content to develop, distribute, market, sell, license or otherwise offer to any third party any product or service, including but not limited to, any attorney or legal database, job searching, or legal or business intelligence services, or materials that are similar to, and in competition with, the Services and/or Content. 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 the 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 Content.
(J) Data Scraping, Crawling or Use of Automated Means Prohibited.
Client and its Authorized Users are prohibited from developing, supporting or utilizing software, devices, scripts, robots, bots, metaspiders, crawlers or any other means or processes to: (i) override or bypass any security feature or access controls or use limitation in the Services or Content; (ii) crawl or scrape the Services or Content or otherwise copy Content or other data from Company through electronic or automated means; (iii) bypass Company’s user interface in order to access the Services and Content; (iv) probe, scan, test the vulnerability of, or breach the security of the Company’s systems, devices or networks, or breach or circumvent any security or authentication measures of the Company; or (v) otherwise interfere with the operation of, or place an excessive demand or load on, the Site, Services or Content.
Client shall comply with the Can-Spam Act, the National Do Not Call Registry, and applicable privacy laws in connection with the Content. In connection with any communications or transmissions, incorporating any Content, Client shall not use a false email or postal address, impersonate any person or entity or otherwise mislead as to the origin of the communication or transmission. Client shall comply with the Can-Spam Act, the National Do Not Call Registry, and applicable privacy laws in connection with the Content. In connection with any communications or transmissions, incorporating any Content, Client shall not use a false email or postal address, impersonate any person or entity or otherwise mislead as to the origin of the communication or transmission.
- 3. Express Warranties; Warranties Limited.
(A) Express Warranties.
Company warrants to Client that Company that: (i) has the right to provide the Services to Client; (ii) the Services and Content will substantially comply with their intended purpose; and (iii) it will comply with all applicable laws and regulations.
(B) Representations and Warranties Limited.
EXCEPT AS SET FORTH IN PARAGRAPH A ABOVE, 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, CONTENT OR OTHER DATA OR INFORMATION FURNISHED THEREBY OR THEREUNDER. THE WARRANTIES SET FORTH IN THIS PARAGRAPH 3(B) 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, CONTENT 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. IT IS THE RESPONSIBILITY OF CLIENT TO VERIFY ANY INFORMATION UPON WHICH IT RELIES OR OTHERWISE TAKES ANY ACTION WITH RESPECT TO THAT MAY HAVE FINANCIAL CONSEQUENCES.
NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND.
- 4. Liabilities Limited.
(A) Sole Remedies.
Except as permitted by Paragraph 4(B), Client’s sole and exclusive remedies against Company with respect to the Content, 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 Company’s receipt of written notice of such issue from Client.
(B) Damages Limited.
If Company fails to provide the remedies in Paragraph 4(A), or if Company otherwise fails to perform its duties and obligations under the 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 whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed the aggregate fees that Client has paid for the Subscription Period in question (the “Aggregate Fees”).
IN NO EVENT SHALL COMPANY OR ANY PROVIDER OF SERVICES, DATA AND/OR INFORMATION ON BEHALF OF 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 OR THE DELAY OR INABILITY TO USE THE SERVICES OR FOR ANY PRODUCT OR CONTENT OBTAINED THROUGH THE SITEOR OTHERWISE ARISING OUT OF THE USE OF THE SITE OR SERVICES REGARDLESS OF THE FORM OF THE ACTION AND WHETHER SUCH DAMAGES WERE FORESEEN OR UNFORESEEN 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 AGREES THAT YOU MUST COMMENCE ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES OR CONTENT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED
(C) Commercial Transactions.
The Parties acknowledge that this 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.
- 5. Survival.
Paragraphs 2 through 4, and any continuing or unfulfilled obligations of Client hereunder, shall survive expiration or termination of the Agreement for any reason.
- 6. Termination; Default.
Without limiting any other provision of the Agreement, Company may terminate the Agreement upon the occurrence of any of the following: (i) client’s violation of any of the material terms or provisions of the Agreement if uncured within five (5) business days following notification of the failure; provided the breach is the type that can be cured; or (ii) if 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.
Notwithstanding the foregoing, in the event of Client’s material breach of the License, Use Restrictions or Confidentiality restrictions set forth in Paragraph 2 of this Subscription Agreement, in addition to all other rights available under applicable law, Company shall have the right to do any or all of the following: (i) immediately terminate the Agreement and all duties and obligations hereunder; and (ii) discontinue Client’s access to the Services and Content immediately and without prior notification to Client provided, however, in the event of termination under this subsection, Company will provide Client with reasonably contemporaneous notice of such termination. Notice of Termination by the Company will be provided as set forth in Paragraph 7 below.
- 7. Miscellaneous.
Neither the Agreement nor any rights or duties hereunder may be assigned, delegated, subleased or otherwise transferred by Client without Company’s written consent. The Agreement shall be binding upon and inure to the benefit of the Parties and respective successors and permitted assigns.
Except as otherwise provided, any notice that is required or permitted by the Agreement shall be in writing and sent to the address of Client in the Subscription Package or to such other address as provided in writing by Client to Company for such purposes. Notice shall be deemed effective (i) two days after being mailed by first class, registered or certified mail, postage prepaid; or (ii) one day after being sent by reputable overnight courier service, such as Federal Express or equivalent. Notices to Company shall be sent to: LEOPARD SOLUTIONS LLC, 37 West 39th Street, Suite 301, New York, New York 10018, with a copy by email to firstname.lastname@example.org and email@example.com.
If any one or more of the provisions of the Agreement are held to be invalid, illegal or unenforceable for any reason, then the validity, legally or enforceability of the remaining provisions shall not be affected thereby. To the extent permitted by applicable law, the Parties waive any provisions of law that render any provision of the 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 Company’s reasonable control (“Force Majeure Event”) . For the period in which the Force Majeure Event has excused due performance, the Subscription Period may be extended for such period.
(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 Company must be in writing and signed by an authorized representative of Company.
(F) Remedies Cumulative.
Client acknowledges and agrees that any violation of any term, condition or provision of the Agreement would cause Company 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 Agreement, including the Subscription Agreement and Subscription Package, 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 the 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.
(J) Governing Law; Attorney’s Fees.
The Agreement 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 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 the Agreement or Client’s access to or use of the Services or Content. Client waives any objection to venue or inconvenient forum laid therein. If any action at law or in equity is instituted by Company to enforce or interpret the Agreement, and any rights or obligations relating thereto, and Company prevails in such action, the Company shall be entitled to its attorneys’ fees, costs, disbursements, and interest at the maximum rate permitted by law and any other relief to which it may be entitled.
CLIENT ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS AND AGREES TO BE BOUND BY THIS SUBSCRIPTION AGREEMENT IN ITS ENTIRETY.