TERMS AND CONDITIONS OF USE
PLEASE READ THIS TERMS AND CONDITIONS OF USE AGREEMENT CAREFULLY
BEFORE USING THIS APPLICATION
This agreement (this “Agreement”) is by and between JD Supra, LLC, a California limited liability company, (“JD Supra”) and any person or entity (including your employer and any affiliates and its or their employees, contractors and agents) making any use of JD Supra’s legal industry publishing services (the “Service”), including without limitation any registered member, whether paying or not, and any visitor who has not registered (collectively, “Customer” or “you”). This Agreement is effective as of the moment Customer indicates agreement during the member registration process or as of the moment Customer uses any element of the Service, whichever comes first. By using the Service, Customer agrees to be bound by this Agreement. The Service may be used via the Website or through third-party applications and the terms and conditions described herein apply equally regardless of the manner in which you access the Service.
PART I: GENERAL TERMS AND CONDITIONS
The following terms and conditions apply to all Customers:
In addition to the terms defined above and below, the following terms will have the following meanings when used in this Agreement:
(a) “Content” means any article, brief, court ruling, form contract, or other document or material, regardless of form or medium, submitted by Customer for posting on one of the Service’s content pages. Content includes without limitation any summary of articles and other documents Customer prepares for JD Supra’s use.
(b) “Paid Features” means any feature of the Service JD Supra offers for a fee.
(c) “Posting Membership” refers to a JD Supra account permitting posting of Content and/or a Profile pursuant to JD Supra’s standard policies and procedures. References below to the Service include service provided to Customers with Posting Memberships.
(d) “Profile” means any practice description or other material submitted by Customer for posting on one of the Service’s profile pages.
(e) “Website” means JD Supra’s website, with home page, or such successor URL as JD Supra may create.
2. ACCEPTABLE USE & PRIVACY
(a) Customer will not use the Service, Website, or Content for any unlawful purpose. While using the Service, Website, or Content, Customer agrees to comply with all applicable laws, rules and regulations.
(b) In its use of the Service, including without limitation by posting any Content or Profile, Customer will not:
- (i) abuse, harass, threaten, impersonate, or intimidate any person or entity, including without limitation another JD Supra user;
- (ii) post or disseminate any material that is libelous, defamatory, harassing, obscene, pornographic, abusive, or deliberately offensive;
- (iii) post or disseminate any material that infringes upon the intellectual property or privacy rights of any third party, including without limitation any Content or Profile that includes a third party’s unlicensed copyrighted work or that lists a third party’s social security number, credit card number, or non-public e-mail or snail mail address;
- (iv) post or disseminate any material that otherwise violates any right of any third party, including without limitation any material, non-public information about companies without the authorization to do so;
- (v) send any unsolicited commercial e-mail (“Spam”) or in any way contribute to or facilitate the sending of Spam;
- (vi) harvest or collect information about Service users, Website visitors or members without their express consent;
- (vii) remove any copyright, trademark or other proprietary rights notices contained in the Website, Content or any other materials available on the Website or the Service;
- (viii) access or attempt to access, without authorization, any computer system involved in provision of the Service, including without limitation through use of a robot, spider, scraper, or other automatic means, or by bypassing any measure used by JD Supra to restrict access to the Website or to the Service; or
- (ix) interfere or attempt to interfere with the operation of any website, computer, or computer system, including without limitation the Website and the computers involved in provision of the Service.
(c) JD Supra has no obligation to monitor the Service for violations of this Section 2, for other violations of this Agreement, or for other illegal or improper conduct. But JD Supra may do so and may disclose information regarding use of the Service for any reason, including without limitation: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its customers and users. JD Supra may grant law enforcement agencies access to Customer accounts and other information.
(d) The information and materials provided through the Service, including without limitation any data, text, graphics, images, audio and video clips, logos, icons, software and links (collectively, the “Material(s)”), are intended to educate and inform. With the exception of Materials already in the public domain or not eligible for copyright protection (e.g., state and federal court opinions, state and federal statutes, and any work of the United States government), all Materials provided through the Service are protected by copyright and are owned or controlled by the copyright holder identified in the copyright notice contained in the Materials. Customer shall abide by any and all copyright notices, information, or restrictions contained in any Material accessed through the Service.
Unless otherwise specified through the Service, Customer may download or copy Materials displayed on the Service, and may use the downloaded Materials, solely for Customer’s personal or internal institutional use; provided that Customer must retain all copyright and other proprietary notices on downloaded and copied Materials, and any such downloads or copies are subject to the terms and conditions of this Agreement. Customer may not download, copy or use any of the Materials except as expressly authorized by this Agreement and, in any event, Customer may not distribute, modify, transmit or publicly display the Materials without prior written permission from the applicable copyright holder. Further, to the extent the Materials are the subject matter of copyright protection, the Materials remain the property of JD Supra or its licensors or suppliers. Nothing in the foregoing shall be construed to limit Customer’s right to the fair use of the Materials in accordance with U.S. copyright law.
(e) Some parts of the Service and the Website may require Customer to be or become a member of the Service. When and if Customer registers to become a member, Customer agrees to (a) provide accurate, current and complete information about Customer as prompted by JD Supra’s registration form (including Customer’s email address) and (b) maintain and update Customer’s information (including Customer’s email address) to keep it accurate, current and complete. Customer acknowledges that, if any information provided by Customer is untrue, inaccurate, not current or incomplete, JD Supra reserves the right to terminate this Agreement and Customer’s use of the Service.
As part of the registration process, Customer will be asked to select a username and password. JD Supra may refuse to grant Customer a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by JD Supra in its sole discretion. Customer will be responsible for the confidentiality and use of Customer’s username and password and agrees not to transfer, license or resell Customer’s use of or access to the Service to any third party.
If Customer has reason to believe that Customer’s account is no longer secure, Customer must promptly change Customer’s password by visiting the Account & Attributions Settings page under My Account and immediately notify JD Supra of the problem by email at the following address: firstname.lastname@example.org. CUSTOMER IS ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF CUSTOMER’S USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH CUSTOMER’S ACCOUNT.
3. TERMINATION & SUSPENSION
(a) This Agreement shall remain effective until terminated in accordance with its terms. Notwithstanding the foregoing, JD Supra may suspend Customer’s use of the Service, including without limitation Paid Features and Posting Memberships, if it suspects breach of this Agreement. Such suspension may continue so long as JD Supra suspects the breach in question, and JD Supra will have no liability to Customer for such suspension, including without limitation liability to refund any fees for Paid Features.
(b) JD Supra may terminate Customer’s account for convenience, in its sole discretion, or for breach of this Agreement. Such termination rights apply to accounts including Paid Features, to Posting Memberships, and to all other accounts and memberships. If JD Supra terminates for convenience, it will refund a pro-rata portion of fees prepaid for Paid Features, if any, corresponding to the period during which such prepaid Paid Features are not provided.
(c) Customer may terminate any membership at any time, and will have a right to a pro rata refund of fees paid prior to termination.
4. LIMITATION OF LIABILITY & DISCLAIMER
(a) Customer acknowledges and agrees as follows:
- (i) JD SUPRA IS A PUBLISHER OF INFORMATION RELATED TO THE LEGAL INDUSTRY AND NOT A LAWYER OR LAW FIRM, AND BY OFFERING THE SERVICE, JD SUPRA IS NOT OFFERING ANY LEGAL ADVICE OR ASSISTANCE OR PRACTICING LAW; AVAILABILITY OR USE OF THE SERVICE AND MATERIALS IS NOT INTENDED TO CREATE, AND DOES NOT CREATE, ANY ATTORNEY-CLIENT PROFESSIONAL SERVICES RELATIONSHIP;
- (ii) MATERIAL POSTED THROUGH THE SERVICE MAY NOT BE SUFFICIENT TO ADDRESS ANY SPECIFIC LEGAL QUESTION, ISSUE, PROBLEM, OR DISPUTE, AND CUSTOMER SHOULD NOT RELY ON ANY SUCH MATERIAL;
- (iii) MATERIAL POSTED THROUGH THE SERVICE IS NOT PROVIDED WITH ANY GUARANTEE, WARRANTY, OR REPRESENTATION AS TO ITS ACCURACY OR SUITABILITY FOR ANY PARTICULAR USE, INCLUDING WITHOUT LIMITATION FOR ANY LEGAL QUESTION, ISSUE, PROBLEM, OR DISPUTE;
- (iv) JD SUPRA DOES NOT REVIEW PROFILES OR CONTENT BEFORE POSTING, AND JD SUPRA IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, OR UTILITY OF ANY SUCH MATERIAL;
- (v) JD SUPRA DOES NOT CHECK OR CONFIRM THE CLAIMS OF ANY LAWYER OR OTHER PERSON OR ENTITY POSTING MATERIAL, INCLUDING WITHOUT LIMITATION PROFILES, AND JD SUPRA IS NOT RESPONSIBLE FOR ANY MISLEADING CLAIMS OR MISREPRESENTATIONS BY ANY SUCH PERSON, INCLUDING WITHOUT LIMITATION ANY CLAIMS OF BAR MEMBERSHIP OR AUTHORIZATION TO PRACTICE LAW; and
- (vi) JD SUPRA IS NOT A LAWYER REFERRAL SERVICE AND DOES NOT ENDORSE OR RECOMMEND ANY ATTORNEY OR OTHER SERVICE PROVIDER, AND JD SUPRA IS NOT RESPONSIBLE OR LIABLE FOR THE OUTCOME OF ANY ADVICE OR ASSISTANCE PROVIDED BY ANY PERSON OR ENTITY LISTED BY THE SERVICE OR FOR ANY SUCH PERSON’S OR ENTITY’S FAILURE TO PROVIDE ADVICE OR ASSISTANCE.
(b) Without limiting the generality of the provisions of Section 4(a) above, JD Supra shall not be responsible or liable for: (i) any failure of the Service to operate or any lack of access to the Service; or (ii) any injury arising out of or related to any Content, Profile, or other material posted through the Service. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. JD SUPRA MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. JD Supra does not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components. CUSTOMER’S USE OF THE WEBSITE AND ANY MATERIALS PROVIDED THROUGH THE SERVICE ARE ENTIRELY AT CUSTOMER’S OWN RISK.
(c) JD SUPRA WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITIES LIMITED BY THIS SUBSECTION 4(c) INCLUDE WITHOUT LIMITATION LIABILITY FOR NEGLIGENCE.
(d) JD Supra is not liable to Customer for the actions of any other user of the Service, including without limitation any such third party’s infringement of Customer’s intellectual property or privacy rights.
(e) JD Supra’s limitations and exclusions of liability set forth in this Section 4 and elsewhere in this Agreement apply equally to JD Supra’s officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER IN ALL CASES.
(a) Customer will defend and indemnify JD Supra and its subsidiaries, parents, and affiliated companies (including its and their officers, employees, agents, contractors, representatives, suppliers, and licensees) from and against any and all claims by any third parties arising out of or related to any of Customer’s Content or Profiles, including without limitation claims arising out of, related to, or alleging: (a) Customer’s breach of this Agreement, including without limitation any violation of Section 2’s acceptable use and privacy provisions; and/or (b) Customer’s activities in connection with the Service. Such Customer obligation includes without limitation payment of all losses, expenses, damages, liabilities, and costs, including without limitation attorneys’ fees.
6. CLAIMS OF COPYRIGHT INFRINGEMENT
(a) The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by JD Supra infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located within the Service are covered by a single notification, a representative list of such works); (iii) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow JD Supra to locate the material within the Service; (iv) the name, address, telephone number and email address (if available) of the complaining party; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed by JD Supra against you, the DMCA permits you to send JD Supra a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Service should be sent to:
Aviva Cuyler, Managing Director
JD Supra, LLC
P.O. Box 845
Marshall, CA 94940
We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
7. PAID FEATURES
(a) JD Supra charges a fee to maintain certain types of accounts. Current rates may be obtained here or by calling our Member Services Department at 1-800-506-6010. Subsections 7(b) and 7(c) below apply only to Paid Features.
(b) Customer will pay JD Supra’s standard fees for Paid Features, in advance. If Customer receives Paid Features, JD Supra may require that (i) Customer maintain a valid credit card at all times and authorize JD Supra to charge such card fees for Paid Features on the first business day prior to any payment due-date; and (ii) Customer update such credit card information as necessary. JD Supra may interrupt Service if any charge attempt is denied.
(c) For all paid subscriptions, your subscription will renew automatically, unless we terminate it or you notify us by telephone, mail or e-mail (receipt of which must be confirmed by e-mail reply from us) of your decision to terminate your subscription. For subscriptions charged annually , we will notify you of the pending renewal of your subscription at least 30 days prior to the date your subscription renews, except as otherwise required by law. You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card.
(a) JD Supra may interrupt the Service at any time to perform maintenance, to address security breaches, or for any other reason, with no liability to Customer whatsoever.
(b) All title and intellectual property rights to the Service are owned by JD Supra or its agents, suppliers, or licensors. Nothing in this Agreement transfers to Customer any such right, title, or interest, including without limitation any rights to Content or Profiles provided by other customers. Without limiting the generality of the foregoing and except as expressly permitted in Section 2(d) herein, Customer will not copy, reproduce, republish, upload, post, transmit or distribute any Content or Profile submitted by another customer and available on or through the Website in any way without obtaining appropriate prior written consent.
(c) The trademarks, logos, and service marks displayed on the Website and the Service (collectively the “Trademarks”) are the registered and unregistered trademarks of JD Supra, JD Supra’s licensors and suppliers, and others. The Trademarks owned by JD Supra, whether registered or unregistered, may not be used in connection with any product or service that is not JD Supra’s, in any manner that is likely to cause confusion with customers, or in any manner that disparages JD Supra. Nothing contained on the Website or the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of JD Supra, JD Supra’s licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and JD Supra reserves the right to aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
(d) All written communications to Customer will be deemed delivered if sent to the e-mail address provided to JD Supra at the time of sign-up, or to an alternate e-mail provided to JD Supra in writing through its standard Web interface for customer contacts. All written communications to JD Supra will be mailed to email@example.com, unless JD Supra notifies Customer in writing (including by posting on the Website) of alternate contact information.
(f) Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the Internet by searching for “parental control protection.”
(g) This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. The parties hereby consent to the personal and exclusive jurisdiction and venue of the federal and state courts of Marin County, California.
(h) No delay, failure, or waiver of either party’s exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy.
(i) If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be affected or impaired.
(j) This Agreement will inure to the benefit of and be binding upon the parties’ successors and assigns, including without limitation successors and assigns inheriting pursuant to a merger or sale of substantially all of a party’s assets. Each party shall be permitted to assign or transfer its interests under this Agreement without obtaining the other party’s prior consent; provided that you agree to provide JD Supra with written notice promptly following any such assignment or transfer.
(k) This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.
(l) The Website and the Service are provided by JD Supra, LLC. If you have any questions, comments or complaints regarding this Agreement or the Website or the Service, feel free to contact us at:
(m) Notice for California Users. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
PART II: CLAUSES SPECIFIC TO POSTING MEMBERSHIPS
The provisions of Sections 9 through 12 below apply only to Customers with Posting Memberships:
9. POSTED MATERIALS
(a) Customer recognizes and agrees that any material submitted as Content or a Profile may be published to the general public on the Internet or through other media, and Customer hereby affirms that such is Customer’s intention.
(b) Customer is solely responsible for determining the legality of any Content or Profile, including without limitation whether any such material constitutes forbidden or restricted attorney advertising pursuant to the laws or bar rules of any jurisdiction. JD Supra is not liable to Customer for the failure of any Content or Profile to comply with any such rule or law.
(c) Customer represents and warrants that any statement made in any Profile is and will be true and not misleading. Customer will not list himself or herself as an “attorney” or “lawyer,” or in any other way indicate a right to practice law, unless Customer is an attorney in good standing, licensed to practice law. No Profile or Content will suggest Customer has a right to practice law in any jurisdiction other than one that has so licensed Customer.
(d) Customer will not post any Content that includes a solicitation for representation, an advertisement, or any other commercial message.
(e) Customer represents and warrants that no Profile or Content will contain any information that has been sealed by a court, is under a protective order, or is otherwise prohibited from public disclosure.
10. DATA RIGHTS & RESPONSIBILITIES
(a) Customer is responsible for creating and maintaining backup copies of any Content, Profile, or other material submitted to JD Supra, and JD Supra is not responsible for creating any such copies. JD Supra may remove or permanently delete any Content or Profile at any time and for any reason. JD Supra is not responsible for loss of Customer data or loss of access to Customer data, including without limitation JD Supra’s negligent or intentional deletion of any Content, Profile, or other material.
(b) JD Supra is not liable for any errors or inaccuracies in the posting of any Profile, Content, or other material. JD Supra will make reasonable efforts to correct any of its own errors in transcribing Customer written content, after Customer’s written request.
11. INTELLECTUAL PROPERTY
(a) Customer hereby grants JD Supra and its successors and assigns a worldwide, royalty-free, non-exclusive right and license: (1) to publicly display, reproduce and distribute each Profile and the Content on the Website and in the Service; (2) to publicly display, reproduce and distribute any summary of any Content prepared by Customer for JD Supra’s use, for purposes of promoting the Content; (3) to reproduce the Profiles and Content for backup and archival purposes and to facilitate the exercise of the public display rights granted in this Subsection 11(a); and (4) to reformat, recompile, manipulate, and convert the Profiles and Content (e.g., to .pdf or html formats). In addition, Customer hereby grants JD Supra and its successors and assigns a worldwide, royalty-free, non-exclusive right and license to distribute the Content to other websites (“Syndication Partners”) and to sublicense to such Syndication Partners the same rights granted to JD Supra above.
- (i) All public display of Content authorized by this Subsection 11(a) will include attribution to Customer as the source or author of such Content, as the case may be (i.e., in the form provided by Customer), and JD Supra will include such requirement in its agreements with Syndication Partners.
- (ii) Customer may terminate the licenses granted in this Subsection 11(a) on 30 days’ advance written notice. Upon such termination, JD Supra will remove the Profiles and Content in question from the Service and direct all Syndication Partners to remove such Content from their websites.
- (iii) Neither this Subsection 11(a) nor this Agreement limits JD Supra’s right to reproduce and distribute excerpts of Content in search engine results or through other media, as authorized by the “fair use” doctrine of U.S. copyright law.
(b) Customer represents and warrants that the posting of any Content or Profile through the Service will not infringe upon the intellectual property rights, privacy rights, or other rights of any third party.
12. LIABILITY AND INDEMNITY
(a) JD Supra is not liable for any action or inaction of a Syndication Partner.
(b) Customer will defend and indemnify JD Supra and its subsidiaries, parents, and affiliated companies (including its and their officers, employees, agents, contractors, representatives, suppliers, and licensees) from and against any and all claims by any third parties arising out of or related to any of Customer’s Content or Profiles, including without limitation claims arising out of, related to, or alleging: (i) infringement of any intellectual property, privacy or other rights; (ii) violation of any law, bar rule, or court order; or (iii) legal malpractice by Customer or JD Supra. Such Customer obligation includes without limitation payment of all losses, expenses, damages, liabilities, and costs, including without limitation attorneys’ fees.