Effective Date: November 30, 2015
IMPORTANT—BY CREATING AN ACCOUNT OR USING THE NYSBA LAWHUB YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE
(b) “Authorized User” shall mean a NYSBA Member or the partners, members, employees, temporary employees, and independent contractors of a NYSBA Member who is a Subscriber.
(c) “Content” shall mean any information you upload or post to the LawHub and any information provided by you to NYSBA in connection with the LawHub, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(f).
(d) “LawHub” shall mean the online service provided in the NYSBA Practice Management Institute and any software or services provided by NYSBA and the NYSBA Practice Management Institute.
(e) “Subscriber” shall refer to the NYSBA Member and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf with a subscription to the LawHub.
(f) “Material Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) NYSBA’s provision of the LawHub; (ii) the business of other subscribers to the LawHub; or (iii) the network or servers used to provide the LawHub; or (b) provides unauthorized third party access to the LawHub.
2. Limited License & Use of the LawHub
2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the LawHub.
2.2 NYSBA does not review or pre-screen the contents of electronic data uploaded or posted to the LawHub (“Content”) by Authorized Users and NYSBA claims no intellectual property rights with respect to the Content.
2.3 Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the LawHub, use of the LawHub, or any portion of the LawHub, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from NYSBA.
2.4 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the LawHub or modify another website so as to falsely imply that it is associated with the LawHub, NYSBA, or any other software or service provided by NYSBA.
2.5 Authorized Users agree that they will not knowingly use the LawHub in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
2.6 Authorized Users agree that they will not knowingly use the LawHub to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
2.7 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the LawHub shall remain solely with NYSBA.
2.8 Authorized Users who configure the LawHub to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). NYSBA reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.
2.9 NYSBA reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the LawHub, with or without notice, except that NYSBA shall provide Subscriber with 30-days notice of any modification that materially reduces the functionality of the LawHub. Continued use of the LawHub following any modification constitutes Subscriber acceptance of the modification.
2.10 NYSBA reserves the right to temporarily suspend access to the LawHub for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will provide no less than two business days notice prior to any such suspension. Such notice shall be provided to you in advance through email. Further, NYSBA shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber.
2.11 NYSBA stores all Desktop Content and data on storage servers within the United States that are owned and administered by a third party. The Subscriber may copy Desktop Content associated with the subscription to Subscriber’s own storage device. If the Subscriber wants to copy Content associated with the subscription to another third party vendor, the Content will be held under the terms of a separate agreement exclusively between the Subscriber and the third party vendor.
3. Access to the LawHub
3.1 Subscriber is only permitted to access and use the LawHub if he/she is a NYSBA Member or an Authorized User of the Subscriber. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the LawHub.
3.2 Subscriber shall have authority to administer and manage the subscription and designate Authorized Users. Each subscription may designate multiple Authorized Users. The Subscriber will deactivate an active Username if the Subscriber wishes to terminate access to the Practice Hub for any Authorized User.
3.3 Each Authorized User will be provided with a unique identifier to access and use the LawHub (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
3.4 Users are responsible for all use of the LawHub by Authorized Users on the list of active Authorized Users associated with their subscription to the LawHub.
3.5 The User will provide NYSBA with the name and contact information of a designated Authorized User for use in the event that NYSBA is unable to reach the User for a period of thirty days following the initial attempt to contact the User.
3.6 As between NYSBA and the Subscriber, any Content uploaded to the LawHub remains the property of the Subscriber. Upon Cancellation or Termination of LawHub as discussed in Section 8 below, NYSBA shall only be responsible for the return of Content upon request and directly to the User or the designated Authorized User described in section 3.5 above in the event that the User is unable to be reached.
3.7 Subscriber represents and warrants that the information provided to NYSBA to use the LawHub is correct and current and that Subscriber has all the necessary authority to enter into these Terms of Service.
3.8 Subscriber agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the LawHub, or access the Service without the express permission of NYSBA.
3.9 All access to and use of the LawHub via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the LawHub is strictly prohibited.
3.10 Authorized Users are permitted to access and use the LawHub using an Application Program Interface (“API”) subject to the following conditions:
(a) any use of the LawHub using an API, including use of an API through a third-party product that accesses and uses the LawHub, is governed by these Terms of Service;
(b) NYSBA shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if NYSBA has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the LawHub via an API;
(c) NYSBA reserves the right to limit access to the LawHub using an API in order to prevent abuse, spam or other security threats. This type of excessive use of the LawHub using an API may result in temporary or permanent suspension of access to the LawHub via an API. NYSBA, in its sole discretion, will determine excessive use of the LawHub via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and
(d) NYSBA reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the LawHub via an API, with or without notice.
Confidentiality with any third party vendors and hosting partners utilized on the LawHub shall be governed by a separate agreement between the Subscriber and the third party vendor or hosting provider exclusively.
5. Security and Access
5.1 NYSBA is responsible for providing a secure method of authentication and accessing its LawHub. NYSBA will provide mechanisms that:
(a) allow for user password management
(b) transmit passwords in an encrypted format
(c) protect passwords entered for purposes of gaining access to the LawHub by utilizing code that follows password management best practices.
5.2 Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the LawHub, and for the accuracy and adequacy of personal information provided to the LawHub.
5.3 Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify NYSBA upon suspicion that a username and password has been lost, stolen, compromised, or misused.
6. Legal Compliance
6.1 NYSBA reserves the right to provide the Confidential Information to third parties as required or permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
6.2 If NYSBA is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then NYSBA will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, NYSBA may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
7. Cancellation and Termination
7.1 NYSBA in its sole discretion has the right to suspend or discontinue providing the Practice Hub to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Material Emergency.
7.2 If (i) Authorized Users use the LawHub to materially violate this Agreement in a way that does not create a Material Emergency; (ii) NYSBA provides Subscriber with commercially reasonable notice of this violation; (iii) NYSBA uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to NYSBA’s reasonable satisfaction within thirty (30) days of such notice, then NYSBA reserves the right to suspend access to the LawHub.
8. Limitation of Liability
8.1 Except as provided in Section 12.2 below (“Indemnification”), NYSBA shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by NYSBA.
8.2 SUBSCRIBER AGREES THAT THE LIABILITY OF NYSBA ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE LAWHUB WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE TWELVE MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. THE TOTAL AMOUNT PAID FOR THE SERVICE INCLUDES THE AMOUNTS PAID FOR SUBSCRIPTION COSTS AND ANY OTHER COST ASSOCIATED WITH THE LAWHUB. SUBSCRIBER FURTHER AGREES THAT NYSBA IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER NYSBA HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 12.2.
8.3 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber's technology which occurs as a result of Subscriber's electronic equipment and/or Subscriber's computer system.
9. Disclaimer of Warranties
9.1 NYSBA hereby disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of third party rights with respect to any services provided by NYSBA. Nothing in this Section 11.1 shall modify NYSBA’s obligation to indemnify subscriber as required by Section 12.2(a) of this Agreement (“Indemnification”).
9.2 NYSBA makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber’s computer and/or other equipment, or that these Services will be secure or error free. Nor does NYSBA make any warranty as to any information that may be obtained from the use of the LawHub. Nothing in this Section 11.2 shall modify NYSBA’s obligation to indemnify you as required by Section 12.2(b) of this Agreement (“Indemnification”).
9.3 NYSBA hereby disclaims all warranties of any kind related to Subscriber's hardware or software beyond the warranties provided by the manufacturer of Subscriber's hardware or software.
Subscriber agrees to indemnify, defend and hold harmless NYSBA, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees as and when incurred) arising from Subscriber’s use of the LawHub, Subscriber’s violation of these Terms of Service or the infringement or violation by Subscriber or any other User of Subscriber’s Account, of any intellectual property relating to the LawHub (including without limitation Subscriber’s User Content) or other right of any person or entity.
11.1 Technical support is available to Subscribers with active subscriptions via the LawHub on-demand help desk.
11.2 Subscriber acknowledges and agrees that NYSBA may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the LawHub.
11.3 NYSBA may provide the ability to integrate the LawHub with third party products and services that Subscriber may use at Subscriber's option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Subscriber agrees that NYSBA has no liability arising from Subscriber's use of any integrations or arising from the third party products and services. NYSBA can modify or cancel the integrations at any time without notice.
11.4 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the LawHub may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold NYSBA liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted on third party servers. Only NYSBA, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the LawHub. NYSBA will make reasonable efforts to provide notice to Subscriber prior to such access and transfer.
11.5 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
11.6 This Agreement constitutes the entire agreement between Authorized Users and NYSBA and governs Authorized Users use of the LawHub, superseding any prior agreements between Authorized Users and NYSBA (including, but not limited to, any prior versions of this agreement).
11.7 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
11.8 Governing Law and Venue. This Agreement and your relationship with NYSBA shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of New York and shall be considered to have been made and accepted in New York without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts in the state of New York.
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