Last Updated: April 26, 2019
1.1. This agreement (this "Agreement"), together with our privacy policy, as may be amended from time to time, located at https://www.counselhq.com/privacy (the "Privacy Policy"), governs CounselHQ Inc.'s ("CounselHQ", "we", "us" or "our") relationship with the individual or legal entity ("you" or "your") using CounselHQ's services, software, website, add-ins, plug-ins, or any desktop or mobile application, application programming interface (API), or any other interactive feature or service in connection with any of the preceding (each, a "Service" and collectively, the "Services") regardless of how you access our Services and whether or not you have registered for an account with CounselHQ.
1.2. By using the Services, you agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, you are not authorized to use the Services.
1.3. You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or any other applicable jurisdiction. You may not use the Services within the European Union or European Economic Area without the prior consent of CounselHQ or until further notice. Furthermore, you affirm that you are over the age of 13. Children 13 or younger are not authorized to use the Services.
1.4. If you are signing up for the Services and agreeing to this Agreement on behalf of a legal entity, then (i) you agree that you have the authority to bind such legal entity to this Agreement and (ii) this Agreement shall apply to such entity with respect to any and all use of the Services by any persons through or in connection with such entity's relationship with CounselHQ. If you do not have the authority to bind such legal entity, you are not authorized to sign up for the Services on behalf of such legal entity.
1.5. If you are signing up for the Services and agreeing to this Agreement in an individual capacity and then later invite or allow additional users to collaborate on your account, then this Agreement shall apply to you with respect to any and all use of the Services by any persons through or in connection with your relationship with CounselHQ.
By using the Services, you acknowledge and agree that while the Services are designed to be used with contracts and other legal documents, CounselHQ is not a law firm, and neither CounselHQ nor its employees or agents offer any legal advice, legal opinions, recommendations, referrals, or counseling. The Services are not a replacement for a licensed attorney, and no attorney-client relationship is created through your use of the Services.
3.1. CounselHQ offers a number of account plans at differing pricing levels, as well as custom pricing for larger accounts. If you register for an account with CounselHQ, you agree to pay CounselHQ the then applicable fees for such account (the "Fees"), as well as any fees for account setup, support, training, implementation services, or other consulting services you purchase in connection with your account. CounselHQ reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of your then-current initial or renewal term, upon fifteen (15) days' prior notice to you (which may be sent by email). If you believe that CounselHQ has billed you incorrectly, you must contact CounselHQ no later than 60 days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit.
3.2. CounselHQ may choose to bill through an invoice, in which case, full payment for invoices must be received by CounselHQ within thirty (30) days after the date on which the invoice was first mailed or emailed to you, as applicable. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Services. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on CounselHQ's net income.
3.3. If your account plan is limited to a maximum number of pages, CounselHQ may, in its sole discretion, set programmatic limits that automatically prevent you from exceeding your account's maximum allowable pages or from adding additional pages if you have already exceeded such limit.
4.1. Subject to the terms of this Agreement, CounselHQ will use commercially reasonable efforts to ensure that the Services shall be available 99.5% of each calendar month, excluding service interruptions for scheduled maintenance and repairs. If you request maintenance, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond CounselHQ's control will also be excluded from any such calculation.
4.2. Your sole and exclusive remedy, and CounselHQ's entire liability, in connection with Services availability shall be that for each period of consecutive downtime lasting longer than one hour, CounselHQ will credit you 5% of your Fees (applicable only with respect to the then-current calendar month); provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as you (with notice to CounselHQ) recognize that downtime is taking place, and continues until the availability of the Services is restored.
4.3. In order to receive downtime credit, you must notify CounselHQ via email within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash, are not transferrable, and shall not be cumulative beyond a total of credits for 25% of Fees with respect to any given calendar month. CounselHQ will only apply a credit to the month in which the incident occurred. CounselHQ's blocking of data communications or other Services in accordance with its policies shall not be deemed to be a failure of CounselHQ to provide adequate service levels under this Agreement.
4.4. If you are past due on any amounts owed to CounselHQ, you are not eligible to receive any credits under this Section.
4.5. Subject to the terms hereof, CounselHQ agrees to provide you with commercially reasonable support services during normal business hours. In addition, CounselHQ agrees to use commercially reasonable efforts to provide any additional support services that you purchased or that are included in your specific account plan within the specified response time, if applicable.
5.1. You will not (and you will not cause or permit any other person or third party to), directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); copy, modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by CounselHQ or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
5.2. If you do not have a valid and active registered account with CounselHQ, CounselHQ hereby grants you a revocable (at any time), non-exclusive, non-transferable, and non-sublicensable limited license to access and view only the publicly accessible portion of CounselHQ's website (meaning, the webpages that do not require your sign in to access) in accordance with the terms of this Agreement. If you have a valid and active registered account with CounselHQ, CounselHQ hereby grants you a revocable, non-exclusive, non-transferable, and non-sublicensable limited license to access and use the Services and Software during the Term (as defined below) in accordance with the terms of your specific account plan and the terms of this Agreement.
5.3. Further, you may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
5.4. You represent, covenant, and warrant that (i) you will use the Services only in compliance with CounselHQ's standard published policies then in effect (the "Policy") and all applicable laws and regulations; (ii) you own or have the necessary licenses, rights, consents, and permissions with respect to any information or data you provide to CounselHQ through our Services or otherwise; (iii) you will not use the Services to store or transmit computer viruses, worms, Trojan horses or other harmful or malicious code, routines, files, scripts, agents or programs; (iv) you will not use the Services to store or distribute any information, material, or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the privacy or intellectual property rights of any third party; (v) you will not (and you will not cause or encourage another person or third party to) access or use the Services for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing, improving, and/or developing any competitive products or services; (vi) you will not interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (vii) you will not attempt to gain unauthorized access to the Services or any associated systems or networks or data contained therein; (viii) you will not scrape any content or information from the Services or access the Services via automated or programmatic means without our consent; (ix) to the extent you use or access the Services via a CounselHQ add-in, plug-in, or similar integration with any third-party service, product, website, or application (for example, a CounselHQ add-in for third-party word processing software), you will act and remain in compliance with all applicable terms and conditions of such third-party service, product, website, or application; (x) you will not make public or otherwise share your CounselHQ password; (xi) you will not create or maintain more than one free, trial, pilot, or otherwise unpaid account with CounselHQ (any such free, trial, pilot, or otherwise unpaid account, a "Free Account"); and (xii) you will not attempt to bypass or work-around any limits or restrictions applicable to your CounselHQ account.
5.5. You hereby agree to indemnify and hold harmless CounselHQ, its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of this Agreement or otherwise from your use of the Services. Although CounselHQ has no obligation to monitor your use of the Services, CounselHQ may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Agreement or of its policies.
5.6. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
6.1. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of CounselHQ includes non-public information regarding product features, documentation, pricing, functionality, the Services, and performance of the Services. Your Proprietary Information includes any non-public files, data, and information provided by you to CounselHQ to enable the provision of the Services ("Customer Data"). Proprietary Information and Customer Data exclude any information that (a) is or becomes generally available to the public; (b) was in Receiving Party's possession or known by Receiving Party prior to receipt from the Disclosing Party; (c) was rightfully disclosed to Receiving Party by a third party other than the Disclosing Party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.
6.2. The Receiving Party agrees to take reasonable precautions to protect the confidentiality of such Proprietary Information and not to use or disclose any such Proprietary Information to any third person or entity, except in connection with the performance of the Services or as otherwise permitted by this Agreement or by CounselHQ's Privacy Policy. CounselHQ relies on various third-party vendors and partners to provide the hosting, storage, and other technology infrastructure that allows us to monitor, analyze, improve, and provide the Services to you. You acknowledge and agree to our use of these third parties.
6.3. Notwithstanding anything to the contrary herein, Receiving Party may disclose Proprietary Information to the extent Receiving Party believes it is required to do so pursuant to applicable law, regulation, or legal process; provided, that the Receiving Party shall, to the extent permitted by applicable law or regulation, use commercially reasonable efforts to provide notice to Disclosing Party before disclosing such information to allow Disclosing Party to contest such request.
6.4. Receiving Party's restrictions and obligations with respect to Proprietary Information shall terminate three (3) years after the later of (a) the end of the Term (as defined below), if applicable, and (b) the last date upon which Proprietary Information is disclosed to Receiving Party by Disclosing Party in connection with the Services.
6.5. Upon your request, CounselHQ agrees to use commercially reasonable efforts to destroy your Proprietary Information in our possession, pursuant to the data retention policy and standards set forth in our Privacy Policy, and, upon our request, you agree to use commercially reasonable efforts to destroy our Proprietary Information in your possession pursuant to those same standards. Additionally, CounselHQ may, in its sole discretion, delete or destroy your data or information (a) if such data or information fails to comply with the terms of this Agreement, or (b) after termination of this Agreement or expiration of the Term (as defined below).
6.6. You retain ownership of your Proprietary Information, and you hereby grant CounselHQ and any of our affiliates, licensees, agents, representatives, and other entities or individuals authorized by CounselHQ a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to (whether directly or through the use of a third party service provider) use, transmit, store, copy, perform, translate, display, process, adapt, modify, prepare derivative works of, and reproduce any files, data, content, and other information that you submit, upload, or provide to CounselHQ through the Services or otherwise, for the purposes of providing the Services to you or as otherwise permitted by this Agreement or by our Privacy Policy.
6.7. CounselHQ shall own and retain all right, title and interest in and to (a) the Services, Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with helping you set up your account, providing you support, training, implementation services, or other services, or in response to any of your Ideas (as defined below), (c) its own Proprietary Information, and (d) all intellectual property rights related to any of the foregoing. You may choose to or we may invite you to submit comments or ideas about CounselHQ or the Services, including without limitation about how to improve the Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place CounselHQ under any fiduciary or other obligation, and that we are free to (i) use the Idea without any additional compensation to you or any other person or entity, and/or (ii) disclose the Idea on a non-confidential basis or otherwise to anyone.
6.8. Notwithstanding anything to the contrary, CounselHQ shall have the right to collect and analyze data, metadata, and statistics relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and CounselHQ will be free (during and after the term hereof) to (i) use such data to provide, improve, and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other CounselHQ offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. As an example, CounselHQ may disclose how many searches have been performed in aggregate or the average number of words in searches across all users for marketing purposes. For purposes of clarification, this paragraph is not intended to affect CounselHQ employees’ ability to view or disclose your Extra Sensitive Data (as defined in our Privacy Policy).
6.9. No rights or licenses are granted except as expressly set forth herein.
7.1. This Agreement shall remain in full force and effect with respect to any and all access or use of the Services and during any period in which you have an account with CounselHQ (such period(s) of time during which you have an account with CounselHQ, collectively and inclusive of any renewals, the "Term"). Paid accounts shall be automatically renewed for additional periods of the same duration as the initial period of time for which you purchased the Services (or the duration of the latest renewal period, if your account has since been modified).
7.2. At any time, you may notify CounselHQ of your intent to terminate this Agreement with respect to your paid account (if applicable), and such termination shall take effect at the end of your then-current billing cycle. You may also terminate this Agreement upon thirty (30) days' notice if CounselHQ materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within such thirty (30) day period. CounselHQ, in its sole discretion, may terminate this Agreement and/or suspend your access to the Services with or without cause, with or without notice, and without incurring liability of any kind. You must pay in full for the Services up to and including the last day on which the Services are provided. You agree that CounselHQ will not issue refunds for any terminations or suspensions resulting from your violation of this Agreement.
7.3. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, those related to accrued rights to payment, confidentiality obligations, warranty disclaimers, intellectual property rights, indemnifications, and limitations of liability.
CounselHQ shall use its commercially reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform any account setup, training, implementation services, or other services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CounselHQ or by third-party providers, or because of other causes beyond CounselHQ's reasonable control, but CounselHQ shall use its commercially reasonable efforts to provide active, registered account holders advance notice of any scheduled service disruption expected to exceed sixty (60) minutes of time during normal business hours. HOWEVER, COUNSELHQ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND ANY ACCOUNT SETUP, TRAINING, IMPLEMENTATION SERVICES, OR OTHER SERVICES ARE PROVIDED "AS IS" AND COUNSELHQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COUNSELHQ AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), DIRECTORS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM ANY ACTION TAKEN OR NOT TAKEN BASED ON ANY USE OF THE SERVICES); (C) FOR ANY MATTER BEYOND COUNSELHQ'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF $100 DOLLARS OR THE FEES PAID BY YOU TO COUNSELHQ FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COUNSELHQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding anything else to the contrary in this Agreement, solely in connection with a Free Account: (1) no fees will apply, (2) the Services are provided "AS IS" and no warranty obligations of CounselHQ will apply, and (3) you may terminate this Agreement in connection with such Free Account and all of your rights hereunder by providing CounselHQ seven (7) days’ advance written notice thereof via email. You acknowledge and agree that CounselHQ may stop offering some or all Free Accounts, terminate your Free Account (if applicable), or add, change, or remove the features, limits, or restrictions applicable to Free Accounts at any time with or without notice and without incurring liability of any kind.
11.1. You agree that CounselHQ, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features (including links to your website) in CounselHQ's presentations, marketing materials, customer lists, financial reports, website and other materials for the purpose of advertising or publicizing your use of the Services.
11.2. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.3. This Agreement is not assignable, transferable or sublicensable by you except with CounselHQ's prior written consent. CounselHQ may transfer and assign any of its rights and obligations under this Agreement without consent.
11.4. You agree that if CounselHQ does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which CounselHQ has the benefit of under any applicable law), such inaction will not be taken to be a formal waiver of CounselHQ's rights and that those rights or remedies will still be available to CounselHQ.
11.5. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. CounselHQ reserves the right to amend this Agreement from time to time. The date of the most recent update to this Agreement is listed above. Any updates to this Agreement will be made available on this page (in our sole discretion, we may also email you to notify you of any significant changes), and by continuing to use the Services after any such updates to this Agreement, you accept and agree to the revised Agreement. CounselHQ also reserves the right to modify or discontinue any feature associated with the Services, with or without notice. Your continued use of the Services following any modification constitutes your acceptance of the modification.
11.6. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.
11.7. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. Both CounselHQ and you agree to submit to the exclusive jurisdiction and venue of Illinois state and federal courts. YOU AGREE THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST COUNSELHQ. ALL CLAIMS MUST BE ASSERTED IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING.
11.8. Any headings herein are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.
11.9. Any notices to you will be sent to the email address you used for registration (or any updated email address you provided via CounselHQ's website). Any notices to CounselHQ should be sent to support[at]counselhq.com. You and CounselHQ consent to the use of electronic notices under this Agreement.
