CASEEDGE USER AGREEMENT
This Agreement governs the use of our services, including the initial 30-day free trial period. By electronically accepting this Agreement and/or using this website and Software as a Service product (collectively, “CaseEdge” or the “Website”), Subscriber agrees to the terms of this Agreement. If Subscriber does not agree with these terms and conditions, Subscriber must not accept this Agreement and may not use the services.
This Agreement was last updated on July 21, 2016. It is effective between Subscriber and File & ServeXpress, LLC (doing business as “Mozato”) as of the earlier of the date of Subscriber accepting this Agreement and or using this CaseEdge.
1. 30-DAY SERVICE GUARANTEE
Customer may elect in writing to discontinue service within the first 30 days of the Start Date without penalty and receive a refund of all payments made to-date if CaseEdge does not perform as stated here under.
2.1 Subscriptions. Mozato is providing subscription services to the CaseEdge platform. Different subscription levels will include different services as part of the subscription package. The content and pricing of any given subscription package is available on the current pricing sheet from Mozato and on the CaseEdge platform, and the content and pricing is subject to change by Mozato in its sole discretion. Subscriber will receive 30 days advance written notice via email of any pending changes to an existing subscription package.
2.2 Advertising. Mozato will make available to Subscriber advertising services with the goal of generating qualified leads for Subscriber. These advertising services are not part of Subscriber’s subscription package, but are available as separate services. The pricing for the advertising services will be determined by multiple factors, and pricing for advertising services to obtain particular leads is available on the current Mozato pricing sheet and the CaseEdge platform. Advertising services must be paid for in advance. Mozato will use a variety of methods to generate the qualified legal leads including, but not limited to search engine marketing, social media marketing, display ads and trusted partner channels. Mozato will actively engage interested consumers in search of help or information on the specific practice area requested by Subscriber. Leads generated at the request of Subscriber will be exclusive to Subscriber, and will be delivered to Subscriber through the CaseEdge platform.
Subscriber acknowledges this is an advertising service and that Subscriber is participating in an advertising cooperative with other CaseEdge members who are lawyers in good standing to represent clients in Subscriber’s practice area. Mozato is providing advertising services only, and cannot guarantee the successful conversion of leads to clients.
2.3 Expert Witness. Mozato will make available to Subscriber the ability to search for expert witnesses and obtain expert witness profiles, through the CaseEdge platform. Subscriber will be able to search for experts and/or profiles as part of their subscription package. However, engaging an expert or obtaining a summary or complete profile are not part of Subscriber’s subscription package, and are available as separate services. The pricing for the expert witness and expert witness profile services is available on the current Mozato pricing sheet and the CaseEdge platform.
Subscriber will pay Mozato a flat-rate fee for its efforts in successfully finding an expert that Subscriber and Subscriber’s client wishes to engage. If Subscriber wishes to engage an expert through Mozato, Subscriber agrees that the expert will only become retained by Subscriber and Subscriber’s client once the Mozato fee has been paid. This fee is non-refundable. Mozato and expert have no duties to Subscriber or Subscriber’s client until such time. Subscriber and Subscriber’s client are responsible for payment to the expert of all retainers, hourly fees, and expense reimbursement required by the expert. All billing by the expert will be sent by the expert directly to Subscriber or Subscriber’s client, and not through Mozato. Mozato will not add any hourly rate onto the rates charged by the expert and their team. Subscriber and Subscriber’s client will then interact directly with the expert, and not through Mozato as an intermediary.
Subscriber, personally and on behalf of their client, acknowledges and agrees that if either desires to retain the services of the expert(s) which Mozato is providing for any other reason during the term of the engagement of the expert and for twelve (12) months thereafter, Subscriber and/or Subscriber’s client shall do so only through Mozato and not directly, on terms and pricing as applicable on the then-current Mozato pricing sheet and the CaseEdge platform.
2.4 Additional Services. From time to time, Mozato will introduce new products or services. Subscriber will have the opportunity to utilize these additional products or services as they become available, at the pricing determined by Mozato at the time of utilization by Subscriber.
3. OUR RESPONSIBILITIES
3.1. Provision of Purchased Services. Mozato will make the services and content available to Subscriber pursuant to this Agreement, and use commercially reasonable efforts to make the CaseEdge services available 24 hours a day, 7 days a week, except for planned downtime (of which Mozato shall give reasonable electronic notice), and any unavailability caused by circumstances beyond Mozato’s reasonable control (including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, Internet service provider failure or delay, or denial of service attack).
3.2. Protection of Subscriber Data. Mozato will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber’s data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Subscriber’s data by Mozato personnel except (a) to provide the subscription services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as Subscriber expressly permits in writing.
4. USE OF SERVICES AND CONTENT
4.1 Subscriptions. CaseEdge services and content are purchased as monthly subscriptions unless otherwise indicated. Features and services that are not included as part of the subscription package will be so indicated in the CaseEdge platform. Pricing for those additional services and features will vary from time to time, and will be available through an Mozato representative.
4.2 Access. The service or content may not be accessed by more than the individual Subscriber. A Subscriber’s password may not be shared with any other individual.
4.3 Subscriber Responsibilities. Subscriber will use reasonable efforts to prevent unauthorized access to or use of the CaseEdge platform, and notify Mozato promptly of any such unauthorized access or use. Subscriber will use the services and content only in accordance with this Agreement, and in compliance with applicable laws and government regulations.
4.4 Usage Restrictions. Subscriber will not (a) make any CaseEdge service or content available to, or use any said service or content for the benefit of, anyone other than Subscriber, (b) sell, resell, license, sublicense, distribute, rent or lease any CaseEdge service or content unless otherwise permitted by this Agrement, (c) use the CaseEdge platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the CaseEdge platform to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any service or third-party data contained therein, (f) attempt to gain unauthorized access to any CaseEdge service or content or its related systems or networks, (g) copy a service or any part, feature, function or user interface thereof, (h) copy content except as permitted herein, (i) access any service or content in order to build a competitive product or service, or (j) reverse engineer any service (to the extent such restriction is permitted by law).
5. NON-MOZATO PROVIDERS
5.1. Mozato will from time-to-time utilize third-party products or services as part of the CaseEdge platform. While Mozato will use commercially reasonable efforts to ensure satisfactory performance of those products and services, the Limitation of Liability provisions in this Agreement will apply as regards Mozato’s offering of such third-party products or services.
6. FEES AND PAYMENT FOR PURCHASED SERVICES
6.1. Pricing. Pricing for the CaseEdge subscription service will depend on the specific subscription package chosen by Subscriber. Pricing for other products and services available through the CaseEdge platform are over and above subscription package pricing. All pricing is available on a separate Mozato pricing sheet and the CaseEdge platform, and will be the applicable pricing in effect at the time the subscription, product or service is ordered. Mozato will provide Subscriber with 30 days advance notice of any pending increase in the price of their current subscription package.
If there is a discrepancy between prices on the pricing sheet and the CaseEdge platform, the pricing on the CaseEdge platform will override.
6.2. Payment. Subscriber will provide Mozato with valid and updated credit card information for payment of the CaseEdge monthly subscription service and for any additional products or services Subscriber wishes to purchase beyond Subscriber’s subscription package. Subscriptions are payable in advance. Subscriber authorizes Mozato to charge such credit card on the first day of each month for Subscriber’s use of the CaseEdge subscription service, and to charge such credit card immediately upon placing any order for additional products or services not included in Subscriber’s subscription package. Subscriber is responsible for providing complete and accurate billing and contact information to Mozato and notifying Mozato of any changes to such information. Except as otherwise specified herein payment obligations are non-cancelable and fees paid are non-refundable.
6.3. Overdue Charges. If any credit card payments to Mozato are subsequently cancelled or disputed by Subscriber, then without limiting Mozato’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
6.4. Suspension of Service and Acceleration. If any amount owing by Subscriber under this Agreement for Subscription services is overdue Mozato may, without limiting Mozato’s other rights and remedies, suspend the subscription services to Subscriber until such amounts are paid in full. Subscriber agrees that they are liable for all unpaid subscription fees until such time as written notice has been provided to Mozato as indicated herein.
6.5. Payment Disputes. Mozato will not exercise its rights under Section 6.3 (Overdue Charges) above if Subscriber is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
6.6. Taxes. Mozato’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with Subscriber purchases hereunder. If Mozato has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section, Mozato will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides Mozato with a valid tax exemption certificate authorized by the appropriate taxing authority.
6.7. Future Functionality. Subscriber agree that Subscriber purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Mozato regarding future functionality or features.
7. PROPRIETARY RIGHTS AND LICENSES
7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Mozato and its licensors reserve all right, title and interest in and to the services and content, including all related intellectual property rights. No rights are granted to Subscriber hereunder other than as expressly set forth herein.
7.2. License by Subscriber to Use Feedback. Subscriber grant to Mozato and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Subscriber relating to the operation of the services.
8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Subscriber Confidential Information includes Subscriber’s data; Mozato Confidential Information includes the services and content; and Confidential Information of each party includes the terms and conditions of this Agreement, including pricing, as well as business and advertising plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 8.2.
8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2. Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT (INCLUDING ANY COMMUNICATION TO SUBSCRIBER OR ANY THIRD PARTY), Mozato MAKES, AND SUBSCRIBER RECEIVES, NO WARRANTIES FOR ANY PRODUCT OR SERVICE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Mozato DOES NOT WARRANT ANY PARTICULAR RESULT OR CONCLUSION, OR THAT ITS SERVICES WILL RESULT IN, OR CONTRIBUTE TO, ANY PARTICULAR BUSINESS RESULT OR DECISION IN A LEGAL PROCEEDING OR CONTROVERSY. Mozato SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR STANDARD OF PERFORMANCE ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE.
10.1. Indemnification by Subscriber. Subscriber will defend Mozato against any claim, demand, suit or proceeding made or brought against Mozato by a third party alleging that Subscriber’s data, or Subscriber’s use of any service or content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Mozato”), and will indemnify Mozato from any damages, attorney fees and costs finally awarded against Mozato as a result of, or for any amounts paid by Mozato under a court-approved settlement of, a Claim Against Mozato, provided Mozato promptly gives Subscriber written notice of the Claim Against Mozato. If requested in writing by Subscriber, Mozato will give Subscriber sole control of the defense and settlement of the Claim Against Mozato (except that Subscriber may not settle any Claim Against Mozato unless it unconditionally releases Mozato of all liability), and Mozato will give Subscriber all reasonable assistance, at Subscriber’s expense.
11. LIMITATION OF LIABILITY
11.1 Limitation of Liability. Mozato SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS RELATED TO, ARISING FROM, OR BASED UPON THIS AGREEMENT OR THE PROVISION OF ANY PRODUCT OR SERVICE, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, MISREPRESENTATION OR OTHER TORT. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL Mozato BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, MORAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, AND THE LIKE) RELATED TO, ARISING FROM, OR BASED UPON THIS AGREEMENT OR THE PROVISION OF PRODUCTS OR SERVICES, EVEN IF Mozato HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAILURE OF AN EXCLUSIVE REMEDY. ALL FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Mozato SHALL NEITHER BE RESPONSIBLE NOR HELD LIABLE FOR ANY DAMAGES TO, OR LOSS OF, SUBSCRIBER’S DATA OR OTHER MATERIALS THAT OCCUR DURING USE OF THE CASEEDGE PLATFORM.
12. TERM AND TERMINATION
12.1 Term of Agreement. This Agreement commences on the date Subscriber first accepts it and continues until all subscriptions hereunder have been terminated in writing.
12.2. Term of Purchased Subscriptions. Each CaseEdge subscription shall be on a month-to-month basis, and shall automatically begin at the end of the free trial period. Subscriptions will automatically renew on the first of each month unless Subscriber gives Mozato written notice of non-renewal at least 15 days before the end of the relevant subscription period. In no event will termination relieve Subscriber of Subscriber’s obligation to pay any fees (for subscriptions and/or the use of any other Mozato products or services) payable to Mozato for the period prior to the effective date of termination.
13.1. Notice. All notices, permissions and approvals hereunder shall be in writing. All notices to Subscriber will be delivered to Subscriber through the CaseEdge platform. Alternatively, and at the discretion of Mozato, notices will be sent to the last mailing address provided by Subscriber, and will be deemed to have been delivered to Subscriber on the second business day after mailing. If no mailing address has been provided, and at the discretion of Mozato, notice will be sent to the last e-mail address provided by Subscriber, and will be deemed to have been delivered to Subscriber on the next business day, regardless of actual delivery.
All notices to Mozato can be sent by mail to 500 East John Carpenter Freeway, 2nd Floor, Irving, TX 75062, or by e-mail to email@example.com. Notices to Mozato will be deemed to be delivered to Mozato on receipt by Mozato, which receipt will be confirmed through the CaseEdge platform.
13.2. Agreement to Governing Law and Jurisdiction. This Agreement shall be deemed to have been made and executed in the State of Texas and any dispute arising hereunder shall be resolved in accordance with the laws of the State of Texas, without reference to its conflict of laws principles. In the event of any dispute related to this Agreement, the prevailing party shall be entitled to recover all its expenses related to such dispute including reasonable attorneys’ fees and court costs. The parties agree to submit any dispute relating to this Agreement to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas. The Parties shall not raise in connection therewith, and hereby waive, trial by jury and/or any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action or suit.
14. GENERAL PROVISIONS
14.1 Entire Agreement. This Agreement is the entire agreement between Subscriber and Mozato regarding Subscriber’s use of services and content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
14.2. Assignment. No right or interest in this Agreement shall be assigned by Subscriber without the prior written consent of Mozato, which consent may be withheld for any or no reason. Notwithstanding the foregoing, Subscriber hereby acknowledges and agrees that, from time to time, certain services requested by Subscriber will be assigned or sent for performance by Mozato to outside subcontractors. Such services are done pursuant to agreements with subcontractors which contain clauses regarding confidentiality and security of data. This Agreement shall be binding upon the parties and their respective successors and permitted assigns.
14.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.4. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
14.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.