LawsuitGuard.com

Terms of Service

Last updated: July 4, 2026

LawsuitGuard SaaS Agreement

The terms and conditions of the Software as a Service Agreement (this “Cloud Services Agreement”), shall govern you and/or your Company’s (“Customer”) use the LawsuitGuard, LLC. (“LG”) products, governs the use and access of the LG products.

By clicking the "I agree" button below you are:

  • (I) Representing that you are not a minor (under the age of 18), and have full legal capacity and have the authority to bind yourself and your employer, as applicable, to the terms of this Agreement;
  • (II) Consenting on behalf of yourself and/or as an authorized representative of your employer, as applicable, to be bound by this Agreement.
  • (III) Consenting that your personal data (email, name and surname) may be transferred to LG, an entity located in the United States, subject to LG’s Privacy Policy (https://lawsuitguard.com/privacy) processed, in the conditions set out in the DPA where applicable, for LG to be able to answer your questions and/or requests of support, enable license key activation, improve the product and on-going Customer access to the product.

By clicking the "I disagree" button below the installation process will cease. If you don’t agree with these terms in their entirety without change you must immediately discontinue, any further Use of LG products or Services.

The Agreement

The LawsuitGuard SaaS Agreement represents the Terms of service for the use of cloud services. To use the Cloud Service Terms, your electronic order placed through our website (“Order”), Attachments (such as a Acceptable Use Policy, Support Policy (appended below) or Data Protection Addendum, where applicable) and any Additional Terms. Jointly and individually as the context may require referred to as the (“Agreement”). In the event of conflicts between parts of the Agreement the terms of this Agreement control except with regard to quantity and price terms as specified on the Order. Capitalized terms are defined in context or in Section 21 (Definitions).

Cloud Service

Subject to this Agreement, Customer may use the Cloud Service for its own internal business purposes during each Subscription Term (“Permitted Use”). This includes the right to copy and use the LG Software (if any) and Documentation, in accordance with the Documentation as part of Customer’s internal Permitted Use. Customer will comply with the Documentation in using the Cloud Service. Subject to the terms and conditions set forth in this Agreement, including Customer’s payment of all applicable Fees when due, LG grants Customer and its Authorized User(s) a non-exclusive, non-transferrable, non-sublicensable, revocable, limited right, during the Subscription Period as set forth in the Order to access the Cloud Services through the website authorize up to the number of Authorized Users as specified in the applicable Order to: (a) access and use the Cloud Services and the Data solely for Customer’s internal use, and (b) to use the Documentation in connection with and solely for Customer’s use of the Cloud Services (all of the foregoing rights, collectively, the “Subscription”). The rights granted under this Agreement are provided solely to Customer’s Users.

Users

Customer may permit Users to use the Cloud Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Cloud Service and for their compliance with this Agreement. Access and usage rights are assigned to a single individual User and must not be shared, transferred, or utilized by multiple individuals. Customer shall reasonably ensure that all Users comply with the terms of this Agreement and shall be primarily liable to LG for any and all actions or omissions by such Users. Customer will ensure that Users keep their login credentials confidential and will promptly notify LG upon learning of any compromise of User accounts or credentials.

Data

“Data” means any data that is accessible to Customer via the Cloud Services, including all Updates thereto.

Use of Customer Data

Subject to this Agreement, LG will access and use Customer Data solely to provide and maintain the Cloud Service, Support under this Agreement (“Use of Customer Data”). Use of Customer Data includes sharing Customer Data as Customer directs through the Cloud Service, but LG will not otherwise disclose Customer Data to third parties except as permitted in this Agreement.

Security

LG will implement and maintain the Security Measures identified on the Order. If no Security Measures are identified, LG will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data.

DPA

The parties will adhere to the Data Protection Addendum (DPA) where applicable and requested by Customer or identified on the Order.

Usage Data

LG may collect Usage Data and use it to operate, improve and support the Cloud Service and for other lawful business purposes, including benchmarking and reports. However, LG will not disclose Usage Data externally unless it is (a) anonymized and deidentified so that it does not identify Customer, its Users or any other person and (b) aggregated with data across other customers.

Mutual Compliance with Laws

Each party will comply with all Laws that apply to its performance under this Agreement. For the avoidance of doubt, LG’s performance is lawful collection and provision platform data of the Service; and Customer’s performance include the provision of Customer provided data and Customer’s selected use of the LG provided data and output.

Support

LG will use reasonable commercial efforts to provide Support for the Cloud Service during normal business hours Monday-Friday 8AM-6PM Eastern Time, excluding holidays. If no Support Policy is identified, LG will provide Support for the Cloud Service consistent with industry-standards and its general business practices.

Warranties

Mutual Warranties

Each party represents and warrants that:

  • it has the legal power and authority to enter into this Agreement, and
  • it will use industry-standard measures to avoid introducing Viruses into the Cloud Service. However, representation excludes any publicly available or third party data or content, even if such data or content is provided in the Cloud Services (including but not limited to, any Data available on the Internet or the Deep and Dark Web; or provided by third party licensors or entities).

Additional LG Warranties

LG warrants that:

  • the Cloud Service will perform materially as described in the Documentation and will not materially decrease the overall functionality of the Cloud Service during a Subscription Term, unless required under then current laws or regulation (the “Performance Warranty”), and
  • any Professional Services will be provided in a professional and workmanlike manner (the “Professional Services Warranty”).

LG does not warrant that:

  • The Cloud Service will meet your requirements or expectations;
  • The Cloud Service will be accurate, reliable, uninterrupted, timely, secure, or error-free;
  • Any results, recommendations, forecasts, or analyses generated by the Cloud Service will be correct, complete, suitable, or financially advantageous;
  • Errors or defects in the Cloud Service will be corrected.
  • The Cloud Service’s use will render a compliant result with relevant law, regulations or industry standards.

You understand and agree that any of your decisions, website developments, compliance investments, or actions you take based on the Cloud Service’s output are made entirely at your own risk. The Cloud Service is intended solely as advisory information decision-support tool intended to allow you to make a more informed decision and does not constitute a compliance certification or representation, financial, investment, legal, accounting, or tax advice. Users should consult qualified professionals before making financial decisions.

EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 7.1 AND 7.2 (a) and (b), THE SUBSCRIPTION SERVICES, THE WEBSITE, THE DATA, THE CUSTOMER REPORTS, THE DOCUMENTATION, THE SUPPORT SERVICES, THE PROFESSIONAL SERVICES AND OTHER MATERIALS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND LG MAKES NO WARRANTY WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES TO THE EXTENT THAT LG MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.CUSTOMER ASSUMES ALL RISKS AND DAMAGES, ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF ANY DATA INCLUDING ) ALL RISKS ASSOCIATED WITH any publicly available or third party data or content, even if such data or content is provided in the Cloud Services (including but not limited to, any Data available on the Internet or the Deep and Dark Web; or provided by third party licensors or entities). WITH RESPECT TO PROFESSIONAL SERVICES AND/OR DATA PROVIDED, IT IS HEREBY CLARIFIED THAT THEY ARE NOT MEANT TO BE A SUBSTITUTE FOR LEGAL ADVICE, COMPLIANCE CERTIFICATIONS OR CUSTOMER’S EXERCISE OF BUSINESS JUDGMENT. LG DOES NOT WARRANT THAT ANY RELEVANT MATERIAL ASSOCIATED WITH CUSTOMER’S REQUIREMENTS SHALL BE IDENTIFIED OR THAT THE PROFESSIONAL SERVICES WILL RESULT IN ANY SPECIFIC DESIRED OUTCOME.

Warranty Remedy

LG will use reasonable efforts to correct a verified breach of the Performance Warranty or Professional Services Warranty reported by Customer during the first 90 days following the initial Software download or Customer Access of the Service. If LG fails to do so within 30 days after Customer's warranty report, the process will be repeated (“Fix Period”), then either party may terminate the Order as relates to the non-conforming Cloud Service or Professional Services, in which case LG will refund to Customer any pre-paid, unused fees on a pro-rated basis for the terminated portion of the Subscription Term (for the Performance Warranty). To receive these remedies, Customer must report a breach of warranty, during the warranty period, in reasonable detail within 30 days after discovering the issue in the Cloud Service or 30 days after delivery of the relevant Professional Services (“Claim Period”). These procedures are Customer’s exclusive remedies and LG’s sole liability for breach of the Performance Warranty.

Disclaimers

Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. LG’s warranties in Section 7 do not apply to issues arising from, Customer’s platform or any third party platforms you may use with the Cloud Service or misuse, such as Customer’s use of the data outside the scope of the Documentation, or unauthorized modifications of the Cloud Service. These disclaimers apply to the full extent permitted by Law.

Confidential Information

"Confidential Information" means any information one party discloses to the other under this Agreement which is identified as confidential or proprietary or which would reasonably be considered to be confidential and/or proprietary in the normal course of business. Confidential Information does not include information which: is rightfully obtained by the recipient without breaching any confidentiality obligations; is or becomes known to the public through no act or omission of the recipient; the recipient develops independently without using Confidential Information; or is disclosed in response to a valid court or governmental order if the recipient notifies the disclosing party and assists in any objections. The recipient may use Confidential Information only for the purposes for which it was provided under this Agreement and shall treat it with the same degree of care as it does its own similar information, but with no less than reasonable care. The recipient will limit disclosure of Confidential Information to its and its affiliates’ directors, officers, representatives, employees and contractors bound to confidentiality obligations at least as protective as the provisions in this Agreement and who have a need to know the Confidential Information. The recipient shall implement reasonable and appropriate physical, technical and organizational measures to provide an adequate level of security and protect the confidentiality, access and integrity of the Confidential Information against unauthorized or unlawful disclosure. This section shall not affect any other confidential disclosure agreement between the parties. The parties agree that upon the termination or expiration of this Agreement, they will promptly return or destroy any Confidential Information received upon written request by the other party. Confidential Information does not include information that is: (i) is rightfully known to the receiving party prior to receipt from the other party, (ii) generally known or available in the industry or to the general public through no act or fault of the receiving party, (iii) acquired in good faith from a third party that has no obligation of confidentiality with respect to such information, (iv) required to be disclosed by applicable law, by order of court or by the rules, regulations, or order of any governmental agency (provided, that prior to making any such required disclosure, to the extent it is legally permissible, the receiving party first notifies the disclosing party and reasonably cooperates with the disclosing party in its efforts to seek confidential or protective treatment of such information or to minimize the scope of any such required disclosure), or (v) independently developed for one party by employees or agents of that party who do not have access to, or did not otherwise rely or refer to, the Confidential Information of the other party.

Usage Rules

Compliance

Customer (a) will comply with the Acceptable Use Policy (AUP), attached Exhibit A, and (b) represents and warrants that it has all rights necessary to lawfully use Customer Data with the Cloud Service and grant LG the rights to Customer Data specified in this Agreement, without violating third-party intellectual property, privacy or other rights. Between the parties, Customer is responsible for the content and accuracy of Customer Data. Customer further represents and warrants that: (i) it has secured all of the necessary permissions and consents from its users, customers, employees, and/or any required third parties (such as third party security or integration partners, employees, contractors, or uses, etc.), prior to providing LG (including through the Cloud Services) with any access keys, API keys, or license or credential information relating to such third parties or their works; (ii) it will comply with this Agreement and all applicable laws and regulations (including, but not limited to, data privacy laws, anti-money laundering and money transfer requirements, International Traffic in Arms Regulations and Trade Control Laws), including in connection with its use of the Cloud Services under this Agreement. Customer further warrants and represents that it has the legal authority to authorize the activities Support Services anticipated to be performed under this Agreement, and will defend, indemnify, and hold LG harmless from any claims arising out of a lack of authority to authorize such activity

High Risk Activities & Sensitive Data

Customer:

  • will not use the Cloud Service for High Risk Activities,
  • will not submit Sensitive Data to the Cloud Service, and
  • acknowledges that the Cloud Service is not designed for (and LG has no liability for) use prohibited in this Section 9.2, nor for use outside the scope of the Documentation, i.e., Customer is liable for the lawfulness of their intended use.

9.3 Restrictions

Customer will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the Cloud Service (in whole or part), loan, sell, resell, distribute, rent, lease, transfer, assign (except as otherwise expressly permitted under this Agreement), grant non-Users access to the Cloud Service or use the Cloud Service to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to access the source code of the Cloud Service, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to LG, (c) copy, modify, create derivative works of or remove proprietary notices from the Cloud Service, (d) conduct security or vulnerability tests of the Cloud Service, interfere with its operation or circumvent its access restrictions or (e) use the Cloud Service to develop a product that competes with the Cloud Service or publish benchmarks, comparison, or evaluations of the Cloud Services; (f) use any automated means (such as scrapers) to access the Cloud Services and/or scrape, harvest, data mine, index the Cloud Services and/or aggregate data, (g) use the Cloud Services and/or the Data in violation of any contract to which Customer is subject or any applicable law, rule, or regulation or for any purpose not specifically permitted in this Agreement or as specified in an Order; or (h) create any databases of identifying information for any organization, governmental authority or any other group to abrogate any human rights, civil rights, or civil liberties of individuals on the basis of race, gender or gender identity, sexual orientation, religion or national origin.

10. Third-Party Platforms

Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms. Customer’s use of a Third-Party Platform is governed by its agreement with the relevant LG, not this Agreement, and LG is not responsible for Third-Party Platforms or how their LGs or third parties use Customer Data. Customer will defend and indemnify LG from third party claims based on breach of this representation.

11. Fees

11.1 Payment

Fees are non-cancelable and non-refundable (except as provided herein). Unless agreed otherwise in a signed Order, all Fees will be invoiced upfront (upon execution of the Order or the beginning of the Subscription Period; i.e. monthly in advance or annually in advance) and shall be due and payable to LG within thirty (30) days of the invoice date without any setoff, deduction, or withholding. Customer will pay the fees described in the Order. Unless the Order states otherwise, all amounts are due within 30 days after the invoice date (the “Payment Period”). Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as expressly set out in this Agreement.

11.2 Taxes

Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than LG’s income tax. Fees and expenses are exclusive of Taxes.

11.3 Payment Disputes

If Customer disputes an invoice in good faith, it will notify LG within the Payment Period and the parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies.

12. Suspension

In addition to any other right or remedy set forth in this Agreement, LG reserves the right to suspend the Cloud Services and Support services if: (a) Customer breaches or threatens to breach Section 9 or export restrictions; (b) Customer fails to pay any undisputed Fees owed within thirty (30) days after LG provides written notice of such non-payment; (c) LG reasonably determines that Customer’s use poses a risk (security or other) to LG, the Cloud Services, other subscribers and any third party, or could subject LG, its affiliates or any third party to liability (for example, if the Cloud Services are experiencing denial of service attacks, mail flooding, or other attacks or disruptions beyond LG’s control, or (d) such suspension is required in order to comply with applicable laws, regulations, judicial or other governmental requests and mandates. LG may suspend Customer’s access to the Cloud Service and related services due to a Suspension Event, but where practicable will give Customer prior notice so that Customer may seek to resolve the issue and avoid suspension. LG is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Once the Suspension Event is resolved, LG will promptly restore Customer’s access to the Cloud Service in accordance with this Agreement. “Suspension Event” means (a) Customer’s account is 30 days or more overdue, (b) Customer is in breach of Section 9 (Usage Rules) or (c) Customer’s use of the Cloud Service risks material harm to the Cloud Service or others

13. Term and Termination

13.1 Subscription Terms

Each Subscription Term will last for an initial 12-month period unless the Order states otherwise. Each Subscription Term will renew for successive periods unless (a) the parties agree on a different renewal Order or (b) either party notifies the other of non-renewal at least 30 days prior to the end of the current Subscription Term.

13.2 Term of Agreement

This Agreement starts on the July 4, 2026 and continues until the end of all Subscription Terms, unless sooner terminated in accordance with its terms. If no Subscription Term is in effect, either party may terminate this Agreement for any or no reason with notice to the other party.

13.3 Termination

Either party may terminate this Agreement (including all Subscription Terms) if the other party (a) fails to cure a material breach of this Agreement within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

13.4 Data Export & Deletion

Customer acknowledges that the Cloud Services are subject to the U.S. Export Administration Regulations, and it will comply with all financial sanctions and export control laws, regulations, and orders administered by the U.S. Government and/or, to the extent consistent with U.S. antiboycott law, similar controls imposed by other governments having jurisdiction over this Agreement (collectively, “Trade Control Laws”). Customer shall assure that the Cloud Services (and any Data) are not exported, re-exported, transferred, installed or accessed in violation of the Trade Control Laws. Customer warrants that neither Customer nor any entity that, either individually or in the aggregate, owns 50% or more of the Customer, nor, any entity authorized by Customer to use the Cloud Services or to which Data is provided: (i) is a resident or organized under the laws of any location prohibited by U.S. or other applicable laws (such as Cuba or Crimea), or (ii) is subject to financial sanctions or other restriction imposed by applicable Trade Control Laws (collectively, “Restricted Parties”). Customer agrees that it shall be deemed a material breach if Customer violates Trade Control Laws, becomes a Restricted Party, or otherwise becomes subject to applicable restrictions under Trade Control Laws, whether such restrictions (including as related to changes to license requirements) apply to Customer or to the region in which Customer is located. Customer agrees to reasonably cooperate and assist LG with an audit or investigation of Customer’s compliance with this Section (including by providing relevant records, information and documents). Customer will immediately rectify non-compliance as requested by LG. A breach by Customer of this Section shall entitle LG to suspend or terminate the Agreement (at LG’s discretion) and any rights granted hereunder immediately, upon notice to Customer. Subject to the above:

  • a) During a Subscription Term, Customer may export Customer Data from the Cloud Service (or LG will otherwise make the Customer Data available to Customer) as described in the Documentation.
  • (b) After termination or expiration of this Agreement, within 60 days of request, LG will delete Customer Data and each party will delete any Confidential Information of the other in its possession or control.
  • (c) Nonetheless, the recipient may retain Customer Data or Confidential Information in accordance with its standard backup or record retention policies or as required by Law, subject to LG’s Information Security Polices and Procedure, Section 8 (Confidentiality) and Section 4.3 any DPA, if applicable.

13.5 Effect of Termination

  • (a) Customer’s right to use the Cloud Service and Support will cease upon any termination or expiration of this Agreement, subject to this Section 14. Customer will immediately cease, and Customer will immediately: (i) cease all access to the Cloud Services; (ii) except for cases where data is required to be retained due to legal, litigation, regulatory, internal or state records retention reasons, delete all Data stored on its systems: provided, however, that Customer may retain any Customer Reports for their internal use created by Customer prior to the effective date of expiration or termination.
  • (b) The following Sections will survive expiration or termination of this Agreement: 7.4 and 7.2 (Disclaimers), 8 (Confidentiality), 9 (Usage Rules), 11.1 (Payment) (for amounts then due), 11.2 (Taxes), 13.4 (Data Export & Deletion), 13.5 (Effect of Termination), 14 (Intellectual Property), 15 (Limitations of Liability), 16 (Indemnification), 17 (Required Disclosures), 20 (General Terms) and 21 (Definitions).
  • (c) Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

14. Intellectual Property

14.1 Reserved Rights

LG shall own and retain all right, title, and interest in and to the Cloud Services, including all source code, object code, operating instructions, and interfaces developed for or relating to the Cloud Services, together with all modifications, enhancements, upgrades, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, including all copyrights, patents, trade secrets, trademarks, and other intellectual property and proprietary rights relating thereto (the “LG Intellectual Property”). Customer will have no rights with respect to the LG Intellectual Property other than those expressly granted under this Agreement. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for LG’s express rights in this Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer Data and Customer Materials provided to LG. Except for Customer’s express rights in this Agreement, as between the parties, LG and its licensors retain all intellectual property and other rights in the Cloud Service, Support and related LG technology.

14.2 Feedback

If Customer gives LG feedback regarding improvement or operation of the Cloud Service and Support, LG is granted a world-wide irrevocable, royalty-free right to use the feedback without restriction or obligation. All feedback is provided “AS IS” and LG will not publicly identify Customer as the source of feedback without Customer’s permission.

14.3 Customer Materials

Except as otherwise expressly stated, Customer retains all rights in the Customer materials and Customer data provided.

15. Limitations of Liability

15.1 General Cap

Each party’s entire liability arising out of or related to this Agreement will not exceed the General Cap.

15.2 Consequential Damages Waiver

Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.

15.3 Exceptions and Enhanced Cap

Sections 15.1 (General Cap) and 15.2 (Consequential Damages Waiver) will not apply to Enhanced Claims. For all Enhanced Claims, each party’s entire liability will not exceed the Enhanced Cap.

15.4 Nature of Claims

The waivers and limitations in this Section 15 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

15.5 Liability Definitions

The following definitions apply unless modified on the Order.

  • “Enhanced Cap” means the greater of $5,000 USD or five times (3x) the General Cap.
  • “Enhanced Claims” means LG’s breach of Section 4.2 (Security); or (f) either party’s breach of Section 4.3 (DPA) where applicable.
  • “General Cap” means amounts paid or payable by Customer to LG under this Agreement in the 12 months immediately preceding the first incident giving rise to liability.
  • “Uncapped Claims” means (a) the indemnifying party’s obligations under Section 16 (Indemnification), (b) either party’s infringement or misappropriation of the other party’s intellectual property rights, (c) any breach of Section 8 (Confidentiality), excluding breaches related to Customer Data and (d) liabilities that cannot be limited by Law.

16. Indemnification

16.1 Indemnification by LG

LG, at its own cost, will defend Customer from and against any LG-Covered Claims and will indemnify and hold harmless Customer from and against any direct damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by LG resulting from the LG-Covered Claims.

16.2 Indemnification by Customer

Customer, at its own cost, will defend LG from and against any Customer-Covered Claims and will indemnify and hold harmless LG from and against any damages or costs awarded against LG (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the Customer-Covered Claims.

16.3 Indemnification Definitions

The following definitions apply unless modified on the Order.

  • “Customer-Covered Claim” means a third-party claim arising from Customer’s breach or alleged breach of Section 9.1 (Compliance) 9.2 (High-Risk Activities & Sensitive Data); 9.3 (Restrictions); or any breach or alleged breach of Customer’s representations and warranties in this Agreement claiming that the data provided by Customer (and/or LG’s use of such data) violates any third party’s privacy rights and/or applicable law or regulation.
  • “LG-Covered Claim” means a third-party claim that the Cloud Service, when used by Customer as authorized in this Agreement, infringes or misappropriates a third party’s intellectual property rights. incurred by such Customer in connection with any valid third-party claim, action, or proceeding (each, a “Claim”) to the extent arising from, relating to, or alleging that the Cloud Services infringe or misappropriate any U.S. patent, copyright, trade secret, or other intellectual property right of any third party. Notwithstanding the foregoing, LG shall not be obligated to indemnify, defend, or hold harmless the Customer hereunder to the extent the Claim arises from or is based on (a) any enhancements, modifications, alterations, or implementations of the Cloud Services not authorized in writing by LG; (b) any use of the Cloud Services in combination with modules, apparatus, hardware, software, or other services not authorized in writing by LG, (c) any use of the Cloud Services that violates this Agreement; (d) any publicly available or third party data or content, even if such data or content is provided in the Cloud Services (including but not limited to, any Data available on the Internet or the Deep and Dark Web; or provided by third party licensors or entities).

16.4 Procedures

The indemnifying party’s obligations in this Section 17 are subject to receiving from the indemnified party: (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay), (b) the exclusive right to control the claim’s investigation, defense and settlement and (c) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Cloud Service when LG is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

16.5 Mitigation

In response to an infringement or misappropriation claim, if required by settlement or injunction or as LG determines necessary to avoid material liability, LG may: (a) procure rights for Customer’s continued use of the Cloud Service, (b) replace or modify the allegedly infringing portion of the Cloud Service to avoid infringement, without reducing the Cloud Service’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

16.4 Exceptions

LG’s obligations in this Section 16 do not apply to claims resulting from (a) modification or unauthorized use of the Cloud Service, (b) use of the Cloud Service in combination with items not provided by LG, including Third-Party Platforms or (c) LG Software other than the most recent release, if LG made available (at no additional charge) a newer release that would avoid infringement; or (e) use not in compliance with the Documentation.

16.7 Exclusive Remedy

This Section 16 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section 16.

17. Required Disclosures

The recipient may disclose Confidential Information (including Customer Data) to the extent required by Laws. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

18. Publicity

Neither party may publicly announce this Agreement without the other party’s prior approval or except as required by Laws.

19. Trials and Betas

LG may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Customer’s internal evaluation (“Evaluation Service”) during the period designated by LG on the Order (or if not designated, 30 days). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Any such Evaluation Subscription will be: (i) on an as-is basis, without warranties of any kind, including without any obligation to provide Cloud Services to Customer, (ii) without any liability whatsoever, and (iii) except as set forth in this Section 19, subject to the terms of this Agreement. Upon the termination or expiration of the Evaluation Period stated in the Order, Customer will cease using the Evaluation Subscription to which Customer was granted access. Notwithstanding anything else in this Agreement, LG offers no warranty, indemnity, or Support for Trials and Betas and its liability for Trials and Betas will not exceed US$1,000.

20. General Terms

20.1 Assignment

Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with notice to the other party, in connection with the assigning party’s merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

20.2 Governing Law and Courts

The Governing Law of New Jersey governs this Agreement and any action arising out of or relating to this Agreement, without reference to conflict of law rules. The parties will adjudicate any such action in the Courts and each party consents to the exclusive jurisdiction and venue of the New Jersey and federal Courts for these purposes.

20.3 Notices

  • Except as set out in this Agreement, notices, requests and approvals under this Agreement must be in writing to the addresses on the Cover Page and will be deemed given: (1) upon receipt if by personal delivery, (2) upon receipt if by certified or registered U.S. mail (return receipt requested), (3) one day after dispatch if by a commercial overnight delivery or (4) upon delivery if by email. Either party may update its address with notice to the other.
  • LG may also send operational notices through the Cloud Service.

20.4 Entire Agreement

This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Excluding Orders, terms in business forms, purchase orders or quotes used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

20.5 Amendments

Any amendments to this Agreement must be in writing and signed by each party’s authorized representatives.

20.6 Operational Changes

With notice to Customer, LG may modify the Support Policy, or Security Measures to reflect new features or changing practices, but the modifications may not be retroactive or materially decrease LG’s overall obligations during a Subscription Term.

20.7 Waivers and Severability

Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

20.8 Force Majeure

Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects the Cloud Service for 15 or more consecutive days, either party may terminate the affected Order(s) upon notice to the other and LG will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. However, this Section does not limit Customer’s obligations to pay fees owed.

20.9 Subcontractors

LG may use subcontractors and permit them to exercise its rights and fulfill its obligations, but LG remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. This does not limit any additional terms for subprocessors under a DPA.

20.10 Independent Contractors

The parties are independent contractors, not agents, partners or joint venturers.

20.11 Open Source

LG Software distributed to Customer (if any) may include third-party open source software (“Open Source”) as listed in the Documentation or by LG upon request. If Customer elects to use the Open Source on a stand-alone basis, that use is subject to the applicable Open Source license and not this Agreement.

20.12 Government Rights

To the extent applicable, the Cloud Service is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Cloud Service is governed solely by the terms of this Agreement, and all other use is prohibited.

21. Definitions

  • “Acceptable Use Policy” or “AUP” is defined in Section 9.1 (Compliance).
  • “Additional Terms” means any additions to or modifications of these Cloud Service Terms that the parties specify on the Order.
  • “Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.
  • “Agreement” has the meaning given in Section 1 (The Agreement).
  • “Attachments” means any attachments, policies or documents that the parties specify on the Order.
  • “Cloud Service” means LG’s proprietary cloud service, as identified in the relevant Order and as modified from time to time. The Cloud Service includes the LG Software and Documentation but not Professional Services deliverables or Third-Party Platforms.
  • “Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. LG’s Confidential Information includes technical or performance information about the Cloud Service, and Customer’s Confidential Information includes Customer Data. Information on the Order is each party’s Confidential Information.
  • “Customer” means the party identified as “Customer” on the Order.
  • “Customer Data” means any data, content or materials that Customer (including its Users) submits to its Cloud Service accounts, including from Third-Party Platforms.
  • “Customer Materials” means materials and resources that Customer makes available to LG in connection with Professional Services.
  • “Data Protection Addendum” or “DPA” is defined in Section 4.3 (DPA).
  • “Documentation” means LG’s standard usage documentation for the Cloud Service.
  • “Force Majeure” means an unforeseen event beyond a party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects.
  • “High Risk Activities” means activities where use or failure of the Cloud Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
  • “Laws” means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.
  • “Order” means an order for Customer’s access to the Cloud Service, Support or related services that is executed by the parties and references this Agreement.
  • “Personal Data” means Customer Data relating to an identified or identifiable natural person.
  • “Professional Services” means training, migration or other professional services that LG furnishes to Customer related to the Cloud Service.
  • “LG” means the party identified as “LG” on the Order.
  • “LG Software” means any proprietary apps or software that LG distributes to Customer as part of the Cloud Service.
  • “Sensitive Data” means (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (b) credit, debit, bank account or other financial account numbers, (c) social security numbers, driver’s license numbers or other government ID numbers and (d) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation.
  • “Subscription Term” means the term for Customer’s use of the Cloud Service as identified in an Order.
  • “Support” means support for the Cloud Service as described in Section 6.1 (Support).
  • “Third-Party Platform” means any product, add-on or platform not provided by LG that Customer uses with the Cloud Service.
  • “Trials and Betas” mean access to the Cloud Service (or Cloud Service features) on a free, trial, beta or early access basis.
  • “Usage Data” means LG’s technical logs, data and learnings about Customer’s use of the Cloud Service, but excluding Customer Data.
  • “User” means anyone that Customer allows to use its accounts for the Cloud Service, who may include (a) employees, advisors and contractors of Customer and its Affiliates and (b) others if permitted in this Agreement, the Documentation or an Order.
  • “Virus” means viruses, malicious code or similar harmful materials.

Exhibit A — LawsuitGuard Acceptable Use Policy

Customer will not, will not permit any third party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, technology or interface protocols of the Cloud Services; (ii) copy, modify, adapt the Cloud Services or create a derivative work of the Cloud Services and/or the Data; (iii) license, sublicense, sell, resell, distribute, rent, lease, transfer, assign (except as permitted in Section 13.2 below), lend, sublicense, time share the Cloud Services and/or the Data or use for the benefit of any third party; (iv) make the Cloud Services and/or the Data available on a “service bureau” basis, otherwise available for access by third parties and/or otherwise publish them; (v) remove or modify any proprietary markings or restrictive legends placed on the Cloud Services; (vi) use any automated means (such as scrapers) to access the Cloud Services and/or scrape, harvest, data mine, index the Cloud Services and/or aggregate data, (vi) use the Cloud Services and/or the Data in violation of any contract to which Customer is subject or any applicable law, rule, or regulation or for any purpose not specifically permitted in this Agreement or as specified in an Order; (vii) use the Cloud Services and/or the Data (or any related information) or parts thereof to build a product or service that competes with the Cloud Services or publish benchmarks, comparison, or evaluations of the Cloud Services; (viii) create any databases of identifying information for any organization, governmental authority or any other group to abrogate any human rights, civil rights, or civil liberties of individuals on the basis of race, gender or gender identity, sexual orientation, religion or national origin; (ix) introduce into the Cloud Services any virus, worm, “back door,” Trojan Horse, or similar harmful code; (x) conduct security and/or penetration testing or use the Cloud Services in any way which adversely affects other Customers and their use of the Cloud Services. If LawsuitGuard determines that any use of the Cloud Services in violation of this AUP has taken place at any time during the Term, in addition to any other rights or remedies that LawsuitGuard may have under this Agreement or applicable law, LawsuitGuard reserves the right to terminate or suspend (at LawsuitGuard’s sole discretion) Customer’s access to the Cloud Services immediately.