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Terms of Service
Effective Date: January 2, 2015
(a) “Administrator” shall mean a Subscriber (as defined in Section 1(i)) with authority to designate additional Authorized Users and/or Administrators.
(c) “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
(d) “Confidential Information” shall mean the Content (as defined in Section 1(e) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.
(e) “Content” shall mean any information you upload or post to the Service and any information provided by you to 2442285 in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(g).
(f) “Originating Subscriber” shall mean the Subscriber who initiated the Services offered by 2442285 and is assumed by 2442285 to have the sole authority to administer the subscription.
(g) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.
(h) “Service” shall mean any software or services provided by 2442285 .
(i) “Subscriber” shall refer to the purchaser of the Services provided by 2442285 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.
(j) “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) 2442285 ’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service.
2. Limited License & Use of the Service
2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.
2.2 2442285 does not review or pre-screen the contents of electronic data uploaded or posted to the Service (“Content”) by Authorized Users and 2442285 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 Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from 2442285.
2.4 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another application or website so as to falsely imply that it is associated with the Service, 2442285, or any other software or service provided by 2442285.
2.5 Authorized Users agree that they will not knowingly use the Service 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 Service to upload, post, host, or transmit unsolicited bulk e-mail “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 Service shall remain solely with 2442285.
2.8 Authorized Users who configure the Service 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”). 2442285 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 2442285 reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that 2442285 or an agent thereof shall provide Subscriber with 30-days notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber acceptance of the modification. Notwithstanding the aforementioned notice period, 2442285 may, at any time, with or without notice, modify or discontinue, temporarily or permanently, any feature that relies, in whole or in part, on a internet server or internet connection and for greater certainty includes, but is not limited to, any feature that sends data of any kind to the Subscriber or a person of the Subscriber’s choosing.
2.10 2442285 reserves the right to temporarily suspend access to the Service 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 in advance by message or posting on the website http://docket.report/notice. Further, 2442285 shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber.
2.12 Subscriber grants to 2442285 a non-exclusive, royalty free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing 2442285’s obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for 2442285 to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.
3. Access to the Service
3.1 Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client.
3.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
3.7 Authorized Users are not permitted to access and use the Service using an Application Program Interface (“API”).
4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
4.2 2442285 and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 6 of this Agreement, or (c) as otherwise authorized by you in writing.
5. Security and Access
5.1 2442285 is not responsible for providing a secure method of authentication and accessing its Service. 2442285 will provide mechanisms that:
and any third party vendors and hosting partners it utilizes to provide the Service does not represent, warrant, covenant, promise or otherwise guarantee in any form whatsoever that 2442285 and any third party vendors and hosting partners will:
(a) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;
(b) ensure its host facilities maintain industry standards for security and privacy; and
5.5 2442285 makes no representation that it will report to Subscriber any event that 2442285 believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). 2442285 shall make such report within 48 hours after learning of the Security Breach.
6. Legal Compliance
6.1 2442285 reserves the right to provide the Confidential Information to third parties as required and 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.
If 2442285 is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then 2442285 will provide Subscriber with prompt written notice, to the extent permitted by law and to the extent that 2442285 has the necessary contact information of the Subscriber, prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, 2442285 may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose. It is the duty of the Subscriber to provide 2442285 with Subscriber contact information, failing which 2442285 has no duty whatsoever to notify Subscriber of any disclosure. Subscriber may provide 2442285 with its contact information by visiting http://docket.report/contact.
7. Managed Backup and Archiving
7.1 2442285 does not provide any backup, archiving, managed backup, managed archiving or any other means of restoration. Data integrity is the sole responsibility of the Subscriber. 2442285 does not represent, warrant, covenant or guarantee whatsoever the permanence or integrity of any of the data stored, entered, compiled, maintained. Data may, from time to time, be permanently lost and any loss is the sole responsibility of the Subscriber.
8. Payment, Refunds and Subscription Changes
8.6 All prices are subject to change without notice.
8.7 Subscriber is responsible for paying all taxes associated with the subscription to the Service. If 2442285 has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides 2442285 with a valid tax exemption certificate authorized by the appropriate taxing authority.
8.8 Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, 2442285 receives an amount equal to the sum it would have received had no such deduction or withholding been made.
9. Cancellation and Termination
9.2 2442285 in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions.
10. Limitation of Liability
10.1 Except in the case of a violation by 2442285of its obligations under Section 4 above (“Confidentiality”), Section 5 above (“Security and Access”), and Section 7 above (“Managed Backup and Archiving”), and except as provided in Section 12.2 below (“Indemnification”), 2442285 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 2442285 .
10.2 SUBSCRIBER AGREES THAT THE LIABILITY OF 2442285 ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE 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. SUBSCRIBER FURTHER AGREES THAT 2442285 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 THOSE DAMAGES ARE DIRECT OR INDIRECT WHETHER THOSE DAMAGES ARE COHATE OR INCOHATE OR ARISE FROM ACTION THAT IS COHATE OR INCOHATE AND WHETHER 244228 HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 12.2.
10.3 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. Notwithstanding, this section does not limit in any way whatsoever any other provision in this agreement the purpose of which is to limit the liability of 2442285.
11. Disclaimer of Warranties
11.1 2442285 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 2442285. NOTHING IN THIS SECTION 11.1 SHALL MODIFY 2442285 ’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 12.2(A) OF THIS AGREEMENT (“INDEMNIFICATION”).
11.2 2442285 makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does 2442285 make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 11.2 shall modify 2442285’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or 2442285 ’s obligation to indemnify you as required by Section 12.2(b) of this Agreement (“Indemnification”).
11.3 2442285 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.
12.1 Subscriber hereby agrees to indemnify and hold harmless 2442285 from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:
a. Authorized Users’ breach of any obligation stated in this Agreement, and b. Authorized Users’ negligent acts or omissions. 2442285 will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to 2442285. 2442285 reserves the right to participate in the defense of the claim, suit, or proceeding, at 2442285 ’ expense, with counsel of 2442285 ’ choosing.
12.2 2442285 shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party a. alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that Subscriber: (a) promptly gives written notice of the Claim to 2442285 (provided, however, that the failure to so notify shall not relieve 2442285 of its indemnification obligations unless 2442285 can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (b) gives 2442285 sole control of the defense and settlement of the Claim (provided that 2442285 may not settle any Claim unless it unconditionally releases Subscriber of all liability); and (c) provides to 2442285, at 2442285’s cost, all reasonable assistance. 2442285 shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by 2442285 to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use; or b. arising out of or related to a violation by 2442285 of its obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”),
13.1 Technical support and training are not available to Authorized Users or any other persons.
13.2 Subscriber acknowledges and agrees that 2442285 may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
13.3 2442285 may provide the ability to integrate the Service 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 2442285 has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. 2442285 can modify or cancel the integrations at any time without notice. For purposes of calculating downtime pursuant to , calculation does not include the unavailability of any integration or any third party products or services.
13.4 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold 2442285 liable for any loss, damage, or injury resulting from the interception of information. The Content is not stored securely or encrypted. Only 2442285, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. 2442285 will not provide notice to Subscriber prior to such access and transfer. 2442285’s actions will comply with its obligations under Sections 4 and 5 of this Agreement.
13.5 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.
13.6 This Agreement constitutes the entire agreement between Authorized Users and 2442285 and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and 2442285 (including, but not limited to, any prior versions of this agreement).
13.7 2442285 reserves the right to amend this Agreement. In the event of material changes to the Agreement, 2442285 will notify Subscribers, by making a post, notification or placing a link on its webpage (http://docket.report), or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
13.8 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.
13.9 Governing Law and Venue. This Agreement and your relationship with 2442285 shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the province of Ontario, Canada and shall be considered to have been made and accepted in Ontario, Canada, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Ontario in Toronto.
13.10 Some Icons made by Elegant Themes from http://www.flaticon.com is licensed by Creative Commons CC BY 3.0 http://creativecommons.org/licenses/by/3.0.
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