LawBill.com: Subscription Terms of Use

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TERMS AND CONDITIONS OF SUBSCRIPTION AGREEMENT

DEFINITIONS

"You" refers to the name in the "Firm Name" field or "Your Name" field on the Order Form.
"Agreement" refers to this Terms and Conditions of Subscription Agreement.
"Terms" refers to the terms and conditions in the Agreement.

1. License.

a. Grant. SmartForms, Inc. grants You a non-exclusive, nontransferable, limited license to access the LawBill.com Online Video Library (“Library”) for the length of time You subscribed for ("Subscription Term"). The Library consists of various databases, services, and remotely-accessed materials (collectively "Features") which may change from time to time. SmartForms, Inc., in its sole discretion, may restrict access to certain Features at any time.

b. Limitations. You may only Access the Library content (“Website”): (1) via hyper text transfer protocol (http); (2) during the Subscription Term; and (3) from computers ("Equipment") located at the Address indicated in the Order Form or from Equipment at other locations stipulated by You. You agree not to access, copy, download, store, publish, transmit, transfer, sell or use any part of the information or data in the Library or on the Website (collectively, the “Data”) except as expressly permitted by this Agreement or the prior written consent of SmartForms, Inc. The Data may not be stored in an archival or other searchable database or quoted in Your work product, without the prior written consent of SmartForms, Inc.

You may not:

1) make derivative works based on the Data;
2) publish or otherwise disseminate the Data;
3) delete any author attributions, legal notices, or proprietary     designations or labels that you upload;
4) manipulate or otherwise display the Site or any of its content by     “deep linking” or “framing” or similar navigational technology;
5) violate the Website’s security mechanisms, access any data or     server you are not authorized to access; or otherwise breach     the security of the Site or corrupt the Site in any way;
6) use the Site in any manner that adversely affects the availability     of its resources to other users;
7) transmit any material that contains a virus or corrupted data.

c. Rights in Data. Except for the license granted in this Agreement, all right, title and interest in the Data, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the property of SmartForms, Inc. or the original copyright owner.

d. Trademark Notice. “RemoteLive” and the LawBill.com logo are trademarks of SmartForms, Inc. All other trademarks remain the property of the respective trademark owners. All images of people on the Website are for illustrative purposes only, and are not meant to represent actual people associated with SmartForms, Inc.

2. Responsibility for Access. You are responsible for all Access to the Library and the Website by: (1) You and any other individuals, whether at Your site or another location; (2) by means of Your equipment or the Equipment of others; and (3) by means of Your Library password, even if You did not authorize such use. You agree to defend and indemnify SmartForms, Inc. from any claims or damages relating to or arising out of any Access for which You are responsible under this Subscription Agreement.

3. Disclaimer of Warranties and Limitation of Liability. YOU ACCEPT THE LIBRARY, THE DATA AND THE WEBSITE "AS IS," “WITH ALL FAULTS”, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. TO THE EXTENT PERMITTED BY LAW, YOU WAIVE ALL CLAIMS AGAINST SMARTFORMS, INC. FOR ANY CLAIM(S) RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ITS PERFORMANCE, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT OR NEGLIGENCE. IN NO EVENT WILL SMARTFORMS, INC. BE LIABLE TO YOU FOR ANY CLAIM(S) RELATING TO YOUR INABILITY OR FAILURE TO PERFORM TRAINING OR OTHER WORK PROPERLY OR COMPLETELY EVEN IF ASSISTED BY SMARTFORMS, INC. YOU FURTHER WAIVE ANY CLAIMS AGAINST SMARTFORMS, INC. FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, REGARDLESS OF THE FORESEEABILITY OF SUCH DAMAGES. IN NO EVENT WILL SMARTFORMS, INC. BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT SMARTFORMS, INC. RECEIVED FROM YOU UNDER THIS AGREEMENT, EVEN IF SMARTFORMS, INC. SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SMARTFORMS, INC. DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED OR THAT THE OBSERVATION OF THE LIBRARY WILL BE ERROR-FREE OR SECURE.

4. Term and Termination. This Agreement becomes effective immediately upon your acceptance on the Order Form. This Agreement may be terminated prior to its expiration only as follows: (1) immediately by either party if the other party has materially breached this Agreement, upon which no refund of the Subscription Fee is due; or (2) if information provided in the Library is false or fraudulent.

5. Governing Law and Venue. This agreement is made in and shall be governed by and construed in accordance with the laws of the State of New Jersey without reference to choice of law principles. You consent to exclusive jurisdiction and venue of the courts of the State of New Jersey. The Website is owned and operated by SmartForms, Inc. as the corporation of record.

6. Time Limitation on Claims. Except for claims by SmartForms, Inc. relating to improper use of the Library or Data, no claim, regardless of form, which in any way arises out of this Agreement or the use of or inability to use the Library or Data may be made, nor action based upon such claim brought, by either party more than 10 days after the basis for the claim becomes known to the party asserting it.

7. Export Laws. The Library, Data, the Website and related technology and documentation may not be exported or reexported in violation of the U.S. Export Administration Act and its implementing regulations.

8. Entire Agreement, No Additional Terms. This is the entire Agreement between the parties with respect to its subject matter and supersedes all prior agreements. Unless expressly accepted by SmartForms, Inc. in writing, no other terms and conditions in conflict or in addition to those stated herein are binding on SmartForms, Inc., including without limitation any terms and conditions contained in any of Your purchase orders or other documentation.

9. Other Provisions. Neither this Agreement nor any part may be assigned, sublicensed or otherwise transferred by You without the prior written consent of SmartForms, Inc. This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of the parties. If any provision of this Agreement is found to be void, invalid, unenforceable or illegal, the validity and enforceability of the other provisions will not be affected and any unenforceable provision shall be modified and interpreted so as to best accomplish the intent of such provision. Failure to enforce any provision of this Agreement is not a waiver of the provision or of the right to enforce the provision later. The headings and captions are inserted for convenience only and do not constitute a part of the Agreement.

10. Disclaimer: LexisNexis, a division of Reed Elsevier Inc., is not liable for any and all claims, actions, suits, losses, damages and liabilities, including attorney fees and costs of defense, arising from your purchase of a subscription as described in this Subscription Agreement.

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