Effective Date: February 17, 2016
The following Terms of Service along with any Exhibits and attachments and the Privacy Notice located at leanlex.com (together, this Agreement”) governs your use of the software and services provided by Lean Lex LLC (and its affiliates and subsidiaries) (“LeanLex”). This is a legal agreement between you and LeanLex. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this Agreement.
(a) “Administrator” shall mean a Subscriber (as defined in Section 1(h)) with authority to designate additional Authorized Users and/or Administrators.
(b) “Agreement” is as defined in the introductory paragraph.
(c) “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization 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 LeanLex in connection with the Service, including, without limitation, information about your Authorized Users.
(f) “Originating Subscriber” shall mean the Subscriber who initiated the Services offered by LeanLex and is assumed by LeanLex to have the sole authority to administer the subscription.
(g) “Service” shall mean any software or services provided by LeanLex.
(h) “Subscriber” shall refer to the purchaser of the Services provided by LeanLex 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.
(i) “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) LeanLex’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 LeanLex does not review or pre-screen the contents of electronic data uploaded or posted to the Service (“Content”) by Authorized Users and LeanLex 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 LeanLex.
2.4 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, LeanLex, or any other software or service provided by LeanLex.
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 LeanLex.
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”). LeanLex 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 LeanLex 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 LeanLex 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.
2.10 LeanLex 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 to you in advance through email. Further, LeanLex shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber.
2.11 LeanLex stores all Content on redundant storage servers. The Subscriber may elect to, at a regular interval, replicate all Content associated with the subscription to a third party storage service (“Escrow Agent”). The replicated Content (“Escrowed Data”) will be held under the terms of a separate agreement exclusively between the Subscriber and the Escrow Agent (“Escrow Agreement”). The Subscriber may also elect to replicate all Content associated with the subscription on its own storage device.
2.12 Subscriber grants to LeanLex a non-exclusive, royalty free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing LeanLex’ obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for LeanLex to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with
3. Access to the Service
3.1 Subscriber is only permitted to access and use the Service if he/she is an Authorized User. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
3.2 Each Authorized User will be provided with a unique identifier to access and use the Service (“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.
3.3 The initial Administrator shall be the Originating Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.
3.4 Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.
3.5 As between LeanLex and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 8 below, LeanLex shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.
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.
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 LeanLex 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 LeanLex is responsible for providing a secure method of authentication and accessing its Service. LeanLex will provide mechanisms that:
5.2 Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.
5.3 Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify LeanLex upon suspicion that a username and password has been lost, stolen, compromised, or misused.
5.4 At all times, LeanLex, and any third party vendors and hosting partners it utilizes to provide the Service, will:
5.5 LeanLex shall report to Subscriber, with all relevant details, any event that LeanLex reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). LeanLex shall make such report within 48 hours after learning of the Security Breach.
5.6 In the event of a Security Breach, LeanLex shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) mitigate any harmful effect of the Security Breach.
6. Legal Compliance
6.1 LeanLex maintains that its primary duty is to protect the Content to the extent the law allows. LeanLex 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 LeanLex is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then LeanLex 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, LeanLex may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
7. Managed Backup and Archiving
7.1 LeanLex’s managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. LeanLex shall ensure recovery of lost or corrupted Content at no cost to you. Prior to any cancellation or termination of Service for any reason, Subscriber shall have at least ninety days to retrieve any and all Content.
8. Payment, Refunds and Subscription Changes
8.1 Subscribers with paid subscriptions will provide LeanLex with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes which Subscribers agree to pay based on where the Subscriber is primarily domiciled. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.
8.2 Subscribers with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions canceled prior to the expiration of any trial period, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are non-refundable.
8.3 No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.
8.4 There are no charges for canceling a subscription, and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.
8.5 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.
8.6 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.
8.7 Subscriber is responsible for paying all taxes associated with the subscription to the Service. If LeanLex 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 LeanLex 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, LeanLex receives an amount equal to the sum it would have received had no such deduction or withholding been made.
9. Cancellation and Termination
9.1 Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription at any time. For security reasons, cancellations shall only be performed by an Administrator using the account cancellation URL within the Service. Cancellations shall not be accepted by any other means.
9.2 LeanLex in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.
9.3 If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) LeanLex provides Subscriber with commercially reasonable notice of this violation; (iii) LeanLex uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to LeanLex’s reasonable satisfaction within thirty (30) days of such notice, then LeanLex reserves the right to suspend access to the Service.
9.4 As required by Section 7 above (“Managed Backup and Archiving”), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to remain available for a period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement.
10. Limitation of Liability
10.1 Except in the case of a violation by LeanLex of 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”), LeanLex 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 LeanLex.
10.2 SUBSCRIBER AGREES THAT THE LIABILITY OF LEANLEX 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 LEANLEX 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 LEANLEX 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.
11. Disclaimer of Warranties
11.1 LEANLEX 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 LEANLEX. NOTHING IN THIS SECTION 11.1 SHALL MODIFY LEANLEX’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 12.2(A) OF THIS AGREEMENT (“INDEMNIFICATION”).
11.2 LeanLex 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 LeanLex 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 LeanLex’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or LeanLex’s obligation to indemnify you as required by Section 12.2(b) of this Agreement (“Indemnification”).
11.3 LeanLex 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 LeanLex 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:
LeanLex 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 LeanLex. LeanLex reserves the right to participate in the defense of the claim, suit, or proceeding, at LeanLex’ expense, with counsel of LeanLex’ choosing.
12.2 LeanLex 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
13.1 Technical support and training are available to Authorized Users with active subscriptions, and is available by telephone or video chat.
13.2 Subscriber acknowledges and agrees that LeanLex 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 LeanLex 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 LeanLex has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. LeanLex can modify or cancel the integrations at any time without notice.
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 LeanLex liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only LeanLex, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. LeanLex will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. LeanLex’ 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 LeanLex and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and LeanLex (including, but not limited to, any prior versions of this agreement).
13.7 LeanLex reserves the right to amend this Agreement. In the event of material changes to the Agreement, LeanLex will notify Subscribers, by email, 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 You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of LeanLex (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 LeanLex 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, NY, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of New York, NY.