Legal Hold Pro

   

Terms Of Use

LEGAL HOLD PRO
TERMS OF USE AND CONDITIONS OF USE
Date of Last Revision: August 10, 2011

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY CREATING AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE LEGAL HOLD PRO SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE LEGAL PRO HOLD SERVICE.

YOUR ORGANIZATION MAY HAVE AN ORDER IN PLACE WITH ZAPPROVED FOR THE LEGAL HOLD PRO SERVICE, IN WHICH CASE THESE TERMS OF USE ARE PART OF THE TERMS AND CONDITIONS SET FORTH IN THAT ORDER .

Legal Hold Pro is an online tool (the “Software”) provided by Zapproved, Inc. (“Company”) to assist you in managing your legal hold compliance process (the "Service"). These terms and conditions of use (“Terms of Use”) apply to your access to and use of the Service and the Software, located at www.legalholdpro.com (the "Site"). If you are using the Service on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity's behalf.

YOU UNDERSTAND AND AGREE THAT WHILE THE SERVICE IS DESIGNED TO FACILITATE YOUR USE OF WHAT WE BELIEVE TO BE BEST PRACTICES WITH RESPECT TO COMPLIANCE WITH LEGAL HOLD REQUIREMENTS, COMPLIANCE WITH SUCH REQUIREMENTS IS NOT WELL DEFINED AND IS SUBJECT TO INTERPRETATION. AS A RESULT, WE CANNOT GUARANTEE THAT YOUR USE OF THIS SERVICE WILL ASSURE THAT YOU WILL BE FOUND TO BE IN COMPLIANCE WITH LEGAL HOLD REQUIREMENTS.

Company reserves the right to change or modify any of the terms and conditions contained in these Terms of Use or any policy or guideline of the Site, at any time and in its sole discretion. We will notify you of any materials changes to these terms, such as by sending you an email. Any changes or modification will be effective thirty (30) days after the notice date unless otherwise indicated in the notice, and shall apply to all acts or omissions occurring after the effective date of the changes. Your continued use of this Site following such effective date will confirm your acceptance of such changes or modifications. If you do not agree to the revised Terms of Use, you must terminate the Service in accordance with Section 3 below and stop all use of the Service and the Site.

1. Use of Service

Use of the Service is subject to these Terms of Use, and you agree to comply with all rules, policies and guidelines for use of the Site and the Service as set forth herein, on the Site or otherwise provided to you by Company, including complying with all limits on the amount, size, frequency and nature of messages or content stored or shared through the Service. You further agree not to misuse or abuse the Service in any manner. Use of the Service requires a subscription and the payment of periodic subscription fees (the "Subscription Fees"). Any use of the Service without a subscription and payment of the applicable fees or that is contrary to these Terms of Use is a breach of contract and unlicensed and violates Company's rights in the Service and the Software.

2. Subscription Terms

One or more subscription plans will be available through the Site (each a "Subscription Plan"), and the features, fees and payment terms applicable to each such Subscription Plan are available on request. By subscribing to the Service, you agree to pay all applicable fees and other charges in accordance with the particular Subscription Plan you select and the applicable payment terms. Unless a longer term agreement is selected and paid for, the Subscription Plan will be a month-to-month agreement that will continue until either party terminates by sending an email to the address specified below, which termination shall be effective at the end of the current monthly term. Notice of termination by Company, will be sent to the email address you provide when you create your account. Notice of termination by you must be sent to support@legalholdpro.com.

3. Termination or Discontinuation of Service

Company may, in its sole discretion, terminate your account and use of the Service, at any time and for any reason, or for no reason, upon written notice. Company further reserves the right at any time, in its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the Service, or portions thereof; and the Subscriptions Plans that are available, including without limitations making changes to any policies, features and terms applicable thereto. Any modifications to terms of your Subscription Plan will be effective at the end of your current term. You agree that Company shall not be liable to you or any third party for any termination of your account, or of your access to the Service, or for the discontinuation, suspension or modification of the Service. Company will endeavor to give you thirty (30) days notice prior to any discontinuation of the Service or termination of your account. However, Company will not be liable in any manner if it is unable to give such notice for any reason.

Upon the expiration or termination of your account for any reason, you will cease all use of the Service and the Software. Upon such termination, or upon the permanent discontinuation of the Service, Company will bill you or charge your designated payment method for the prorated portion of any unpaid Subscription Fees due. You agree to pay any such invoice within thirty (30) days. If you have prepaid any Subscription Fees, Company will refund, on a prorated basis, any unused pre-paid fees related to such Service, unless your account is terminated for good cause, including without limitation any violation of these Terms of Use. Upon termination for any reason, Company will endeavor to provide you with an electronic copy of the data stored through the Service upon request, provided that (i) such request is sent to support@legalholdpro.com within thirty (30) days from the date of termination and (ii) your account is paid in full. Please note, however, that you are solely responsible for making backup copies of such data, and Company will not be responsible or liable in any manner if it is unable to provide such data for any reason. In addition, Company is not responsible for maintaining any data more than thirty (30) days following the termination of your account.

4. Copyright and Limited Licenses

You retain all rights, including copyright, in the data, files, messages, text, images and other content and materials that you post on or through the Site (the "User Materials"). You grant Company, and its affiliates and service providers, a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, license to reproduce, display, adapt, modify, transmit, distribute, and otherwise use such User Materials as necessary or reasonable to provide the Service. You represent and warrant that (a) you own and control all of the rights to the User Materials or you otherwise have the right to post such User Materials and grant the foregoing license; and (b) that the User Materials do not violate these Terms of Use and do not and will not infringe upon or violate any rights of any third party or cause injury to any person or entity.

The Software is the proprietary property of Company and is protected by US and international copyright laws. Upon subscribing to the Service and payment of the Set-Up Fee, Company grants you a non-exclusive, non-transferable license to use the Software solely for your internal business use in connection with the Service. Such license is subject to and contingent upon your compliance with these Terms of Use and timely payment of all applicable Subscription Fees and will terminate upon termination of the Service or your subscription for any reason. You will not attempt to reverse engineer, decompile, disassemble or attempt to discover the source code for the Software.

Except for User Materials or as otherwise indicated on the Site, the Site and all content and other materials on the Site, including, without limitation, all designs, text, graphics, pictures, information, data, software, code, files and the selection and arrangement thereof (collectively, the "Site Materials") are the property of Company or its licensors and are protected by U.S. and international copyright laws. You are granted a limited, non-sublicensable license to access and use the Site and the Site Materials for your informational, non-commercial and internal business use only. Such license is subject to these Terms of Use and does not include: (a) any resale, lending, leasing, providing as a service bureau, or sublicensing of the Site or the Site Materials; (b) the distribution, public performance or public display of any Site Materials (except as necessary to carry out the Service), (c) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (d) use of any data mining, scraping, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (f) any use of the Site or the Site Materials other than for its intended purpose.

Notwithstanding anything herein to the contrary, if you are a law firm, you may also use the Software and the Site Materials on behalf of your clients and allow such clients to access the Software and the Site Materials, provided that you are authorized to accept these Terms of Use on such client's behalf or each such client agrees to be bound by these Terms of Use. By using the Software in connection with your clients or allowing your clients to have access to the Site Materials or the Services, you are representing and warranting that such client has agreed to these Terms of Use.

Any use of the Site, the Site Materials, the Software or the Service other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

5. Third Party Links and Content

Company may provide third party content on the Site and may provide links to Web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in this information. Company does not monitor or have any control over any Third Party Content or third party Web sites. Company does not control, approve, endorse or adopt any Third Party Content and can make no representation or warranty as to its quality, content, accuracy or completeness. Company provides these links to you only as a convenience, and you use such Third Party Content at your own risk. When you leave the Site, you should be aware that Company’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

6. User Materials and Interactive Services or Areas

As part of your use of the Services, you may attach User Materials to the notices that you send out through the Site. You are solely responsible for these User Materials. You agree not to send through the Service or the Site any of the following:

  1. User Materials that are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  2. User Materials that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
  3. User Materials that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party (and you represent and warrant that you have the lawful right to distribute and reproduce such User Content);
  4. User Materials that impersonate any person or entity or otherwise misrepresents your affiliation with a person or entity;
  5. Unsolicited promotions, political campaigning, advertising or solicitations;
  6. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  7. Viruses, corrupted data or other harmful, disruptive or destructive files; and
  8. User Materials that, in the sole judgment of Company, are objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose Company or its users to any harm or liability of any type

Any use of the Service in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Service. You are solely responsible for creating backup copies of and replacing any User Materials at your sole cost and expense.

7. Copyright Complaints

If you believe that anything on the Site infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

Name of Agent Designated to Receive Notification of Claimed Infringement: Elise Chandler

Full Address of Designated Agent to Which Notification Should be Sent: 19075 NW Tanasbourne Drive, Suite 120,Hillsboro, OR, 97124

Telephone Number of Designated Agent: (888) 376-0666

E-Mail Address of Designated Agent: support@legalholdpro.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Please note that the information provided in your notification, including any personal information contained therein, may be forwarded to the person who has provided the allegedly infringing content, and your sending us such notification constitutes your consent to share this information with the alleged infringer.

8. Trademarks

LEGAL HOLD PRO, ZAPPROVED, the Company logos and any other product or service name or slogan contained in the Site are trademarks of Company and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "Zapproved," “Legal Hold Pro” or any other name, trademark or product or service name of Company without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

9. Registration Data; Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; and (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete

10. Privacy Policy

Please refer to our Privacy Policy for information on how Company collects, uses and discloses personally identifiable information from its users.

11. Indemnification

You agree to defend, indemnify and hold harmless Company, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Materials you post, store or otherwise transmit on or through the Site, including without limitation any actual or threatened suit, demand or claim made against Company and/or its independent contractors, service providers, employees, directors or consultants, arising out of or relating to the User Materials, your conduct, your violation of these Terms of Use or your violation of the rights of any third party.

12. Representations and Warranties; Disclaimer

Company endeavors to use best-practice security methodologies to protect your legal hold data. Company's current practices are available upon request. Please note that the specific methods used may vary from time to time, and Company does not represent or warrant that any specific security measures will be taken or that such security measures will be infallible. As Company's sole and exclusive liability, and your sole remedy, with respect to your legal hold data, Company will work with you to resolve any loss of data or other security issues that arise with respect to any legal hold, and if Company is unable to successfully resolve such issue within a reasonable time, it will refund the fees you have paid with respect to the specific legal hold at issue.

In addition, you understand that there may be occasions when the Service is interrupted or data is unavailable, such as for maintenance, upgrades, system or equipment failure, vendor failure or otherwise. COMPANY SHALL HAVE NO LIABILITY TO YOU FOR ANY INTERRUPTION, SUSPENSION, DISCONTINUANCE OR UNAVAILABILITY OF THE SERVICE OR DATA FOR ANY REASON. In the event of any unavailability of the service, we will provide you, upon request and as available, with an electronic copy of the data stored through the Service, provided your account is paid in full. Please note, however, that you are solely responsible for making backup copies of such data on a regular basis, and Company will not be responsible or liable in any manner if it is unable to provide such data for any reason.

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THESE TERMS OF USE, THE SERVICE, THE SOFTWARE, THE SITE, AND THE SITE MATERIALS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, THE SERVICE, THE SOFTWARE AND ALL DATA, INFORMATION, CONTENT AND MATERIALS CONTAINED OR STORED THEREIN. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, THE SOFTWARE OR THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICE WILL ASSURE LEGAL COMPLIANCE WITH LEGAL HOLD REQUIREMENTS. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13. Limitation of Liability

IN NO EVENT SHALL COMPANY, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE SOFTWARE OR THE SITE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED THE FEES YOU PAY, IF ANY, TO COMPANY FOR ACCESS TO OR USE OF THE SERVICE.

14. Applicable Law and Venue

These Terms of Use and your use of the Site shall be governed by and construed in accordance with the laws of the State of Oregon, applicable to agreements made and to be entirely performed within the State of Oregon, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state and federal courts located in Multnomah County, Oregon and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use.

15. Severability

If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Questions & Contact Information

Questions or comments about the Site may be directed to Company at the email address support@legalholdpro.com or by calling us at (888) 376-0666.

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