ContractExpress

Terms of Service

January 2016

With regards to the agreement you are signing up to below, if the organisation you are the direct employee of and acting on behalf of resides within the United States of America or Canada, you are agreeing to the first section of this agreement “ContractExpress Terms of Service for US Companies” and to be bound by its terms. If the organisation you are the direct employee of and acting on behalf resides without the US you are agreeing to the second section of this agreement “ContractExpress Terms of Service for non-US Companies” and to be bound by its terms.

ContractExpress Terms of Service for US Companies

Welcome to ContractExpress (“Site”), a service of West Publishing Corporation (“we”, “us”, or “West”). Through this Site, West provides services and materials designed to aid our customers. Your access and use of the Site, along with any services or materials contained or referenced herein, is governed by and subject to this Terms of Service Agreement ("Agreement"), as well as all applicable laws. Please review the Agreement carefully before using the Site. By accessing the Site or using or downloading any materials from the Site, you agree to be bound by the terms and conditions of the Agreement.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT AND/OR BY USING THIS SITE, YOU (1) REPRESENT THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENT THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF AND YOUR COMPANY AND/OR EMPLOYER TO THE TERMS OF THIS AGREEMENT, AND (3) AGREE ON YOUR AND YOUR COMPANY OR EMPLOYER’S BEHALF TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS HERETO. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT AND DO NOT USE THE SITE OR SERVICE.

User Representations. You agree to review this Agreement prior to accessing any information or obtaining any documents from the Site. As West continues to grow, our company policies or business practices may change. If our policies or practices require changes to this Agreement, we will make such changes by updating this Agreement online. If we revise the Agreement, you will not be notified individually. Thus, we strongly advise you to periodically check this Site to review any changes. For the purposes of this Agreement, “you” means both the natural person accessing the Site and the entity that has procured such access, its employees and third party contractors. You will be liable for any failure by such employees and third party contractors to comply with the terms of this Agreement. Your continued use of this site indicates your complete and unconditional acceptance of the terms and conditions set forth in this Agreement, as may be amended from time to time.
Trial Period and Subscriptions. This Agreement governs any free trial use of the Site provided to you by West. In the event you choose to subscribe to the services offered on the Site (“Services”), after the trial period ends, this Agreement shall continue in effect and you will be required to pay the applicable subscription fee for the Services, and otherwise perform pursuant to the terms of a separate written agreement between you and West if such an agreement exists.
Agreement Templates and Example Forms. The Services may include agreement examples and other general legal information provided by West or third parties; however, any general legal information or sample templates provided as part of the Services are for example purposes only and may not be suitable to your circumstances. If you are not an attorney, you should consult an attorney if you are not completely certain about how any legal document may affect or impair your legal rights. The information, forms, and other resources available on or through the Site or as part of the Services are provided for example purposes only and in no way should be considered to be a substitute for the advice of an attorney.

WEST IS NOT A LAW FIRM AND DOES NOT ENGAGE IN THE PRACTICE OF LAW. NOTHING ON THE SITE SHOULD BE CONSTRUED AS AN ATTEMPT TO OFFER OR RENDER A LEGAL OPINION AND OUR EMPLOYEES ARE NOT ACTING AS YOUR ATTORNEY. No part of the Services should be construed in any manner as legal advice to be applied to any specific or general factual situation. Use of the Site or the Services does not create or constitute an attorney-client relationship between West or any employee of or other person associated with West and a User of the Site or Services.

ALL SAMPLE TEMPLATES AND RELATED MATERIALS, IF ANY, MADE AVAILABLE AS PART OF THE SERVICES ARE PROVIDED "AS IS," WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, LEGAL EFFECT, ACCURACY, APPROPRIATENESS, COMPLETENESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. All information, forms, and other resources available on or through the Site should be modified to meet all the applicable laws and regulations in your city, state, and county, as applicable. You understand that you are using any and all information, forms, and other resources available as part of the Services or on or through the Site at your own risk.
Eligibility. THE SITE MAY NOT BE USED BY PERSONS UNDER THE AGE OF 18, PERSONS WHO HAVE BEEN SUSPENDED FROM THE SITE, OR TO ANYONE WHO IS A COMPETITOR OF WEST OR ACTING ON BEHALF OF A COMPETITOR TO WEST. By clicking the "Accept" button or by otherwise using the ContractExpress Site, you represent that you are at least 18 years of age, have not been previously suspended or removed from the ContractExpress Site by West, and are not a competitor of West or acting on behalf of such competitor.
Privacy Notice, Personal Information and Confidential Information. Your privacy is important to West. West’s Privacy Policy is hereby incorporated into this Agreement by reference. Please read this notice carefully for information relating to West’s collection, use, and disclosure of your personal information. As a part of using the Site, you may elect to transmit to ContractExpress or place on the Site confidential information belonging to you or to others for whom you may hold such information, and which information could include information held subject to the Attorney-Client privilege. Although West takes reasonable precautions with respect to safeguarding all information placed on the Site, West cannot accept liability for any loss of such information or breach of Attorney Client privilege other than as may result from West’s knowing, direct, and intentional disclosure of such information.
Individual Features and Services. When using the Site, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time, including any End User License Agreements (the “Guidelines”). All such Guidelines are hereby incorporated by reference into this Agreement.
Modification of this Agreement. West reserves the right, at our discretion, to change, modify, add, or remove portions of this Agreement (including West’s Privacy Policy and any Guidelines) at any time. Please check this Agreement, our Privacy Policy and any Guidelines periodically for changes. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes. For any material changes to this Agreement, such amended terms will automatically be effective ten (10) days after they are initially posted on the Site.
Software and Content Downloads. West and its licensors may make certain software and other content available to you for download (for a fee or otherwise) from the Site. All such software or other content that you download shall be subject to the terms and conditions included with such software or content or otherwise presented to you at the time of download or installation.
Use of Services. West hereby grants you permission to download, view, copy and print the forms provided on the Site on any single, stand-along computer solely for your personal, informational, and non-commercial use. Except as otherwise expressly provided herein, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the forms in any manner, except for modification in filling out the forms for your authorized use. You are responsible for any content that you post or transmit using any service on the Site that allows interaction or dissemination of information. You are at all times responsible for honoring the rights of others, including but not limited to, intellectual property rights. YOU AGREE THAT ANY MATERIALS YOU OBTAIN ON THE SITE ARE FOR YOUR PERSONAL OR BUSINESS USE ONLY, AND MAY NOT BE SOLD OR REDISTRIBUTED WITHOUT THE EXPRESS WRITTEN CONSENT OF WEST, WHICH CONSENT MAY BE WITHHELD IN WEST’S SOLE DISCRETION.
By use of the Site you represent you have either (a) full ownership of all the rights necessary to place copyright materials on the Site, or (b) have obtained from the owner thereof all necessary rights. If, and to the extent that you place any information subject to Attorney-Client privilege on the Site you represent that you have the authority to do so and understand the consequences thereof.
Prohibited Conduct. BY USING THE SITE YOU AGREE NOT TO:
1. use the Site for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Site as such services are offered by West;
2. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses and rights granted herein or any Materials (as defined in Section 15 (Ownership; Proprietary Rights), below);
3. post, upload, or distribute any defamatory, libellous, or inaccurate content;
4. post, upload, or distribute any content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
5. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Site accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Site, or perform any other similar fraudulent activity;
6. delete the copyright notice or other proprietary rights notices on the Site;
7. make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Site. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
8. use the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
9. defame, harass, abuse, threaten or defraud Users of the Site, or collect, or attempt to collect, personal information about Users or third parties without their consent;
10. use the Site if you are under the age of 18 years old;
11. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site;
12. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
13. modify, adapt, translate or create derivative works based upon the Site or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or
14. intentionally interfere with or damage operation of the Site or any User’s enjoyment of the Site or Services, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
Account. You must register for an account with West in order to use the services provided on the Site. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to West on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify West. You may be liable for the losses incurred by West or others due to any unauthorized use of your Site account.
Third-Party Sites, Products and Services; Links. The Site may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). West does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site are solely between you and such advertiser. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK.
Term; Termination; Violations.
1. Term. This Agreement governs the thirty (30) day free-trial period provided to you by West and any subsequent subscription to the Services purchased by you. You may use the services on the Site in accordance with this Agreement during any such trial and/or subscription period.
2. Termination by West. You agree that West, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with West or your use of the Site and remove and discard all or any part of your account at any time. West may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or any account you may have or portion thereof may be effected without prior notice, and you agree that West will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies West may have at law or in equity. As discussed herein, West does not permit copyright infringing activities on the Site, and will terminate access to the Site, and remove all user postings or other content submitted by any users who are found to be repeat infringers.
3. Termination by you. Your only remedy with respect to any dissatisfaction with (i) the Site, (ii) any term of this Agreement, (iii) Guidelines, (iv) any policy or practice of West in operating the Site, or (v) any content or information transmitted through the Site, is to terminate this Agreement and your account. You may terminate this Agreement at any time by deleting your account with the Site and discontinuing use of any and all parts of the Site.
Ownership; Proprietary Rights. The Site is owned and operated by West. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of the Site provided by West (the “Materials”) are protected by United States and United Kingdom copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Site are the property of West or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to West or its affiliates and/or third-party licensors. Except as expressly authorized by West, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. West reserves all rights not expressly granted in this Agreement.
Indemnification. You agree to defend at West's option indemnify, save, and hold West, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Site, any violation by you of this Agreement, or any breach of the representations, warranties, and covenants made by you herein. West reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify West, and you agree to cooperate with West’s defense of these claims. West will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Disclaimer, No Warranties.
1. NO Warranties TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WEST, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WEST OR THROUGH THE WEST SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 17 THE TERM WEST INCLUDES WEST’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
2. “As is” and “As available” and “With All Faults”. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
3. Content. WEST, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
4. Accuracy. WEST, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
5. Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
Limitation of Liability and Damages.
1. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WEST OR ITS DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH WEST, EVEN IF WEST OR A WEST AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, WEST’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
2. Limitation of Damages. IN NO EVENT WILL WEST OR ITS DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE WEST SITE OR YOUR INTERACTION WITH OTHER SITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED, IN THE AGGREGATE, ONE THOUSAND DOLLARS (USD).
3. Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN WEST AND RECEIVED THROUGH OR ADVERTISED ON THE WEST SITE OR RECEIVED THROUGH ANY REFERENCE SITES.
4. Consumer End Users (Outside of the USA). This Section 18.4 applies only to Users residing and using the Site outside of the United States. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods for solely personal use otherwise than in the course of business outside of the U.S.A. The limitations or exclusions of warranties, remedies or liability contained in this Agreement apply to you to only the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
Miscellaneous.
1. Notice. West may provide you with notices, including those regarding changes to this Agreement, by email or postings on the Site. Notice will be deemed given twenty-four hours after email is sent, unless West is notified that the email address is invalid. Notice posted on the West Site is deemed given ten (10) days following the initial posting.
2. Waiver. The failure of West to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by West.
3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.
4. Arbitration. For Users residing outside the United States of America and using the Site in another territory, Section 19.5 (Jurisdiction) does not apply and this Section 19.4 applies to you. Any dispute or claim arising out of or in connection with this Agreement or your use of the ContractExpress Services shall be finally settled by binding arbitration in London, England under the Rules of Arbitration of the International Chamber of Commerce by three arbitrator(s) appointed in accordance with said rules; judgment on the award rendered by these arbitrators may be entered in any court having jurisdiction thereof. The parties agree that this arbitration is the exclusive remedy for any disputes.
5. Jurisdiction. For Users residing inside the United States of America and using the Site in the United States, Section 19.4 (Arbitration) does not apply and this Section 19.5 applies to you. You agree that any action at law or in equity arising out of or relating to this Agreement or West will be filed only in the state or federal courts in and for New York County, New York, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
6. Severability. If any provision of this Agreement or any Guideline is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
7. Assignment. This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by West without restriction. Any assignment attempted to be made in violation of this Agreement shall be void.
8. Survival. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
9. Entire Agreement. This Agreement, the Privacy Policy and Guidelines constitute the entire agreement between you and West relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to the Agreement, Privacy Policy or Guidelines made by West as set forth in of this Agreement within thirty days from date of invoice.
10. Claims. YOU AND WEST AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

ContractExpress Terms of Service for non-US Companies

Welcome to ContractExpress (“Site”), a service of Thomson Reuters (Professional) UK Limited (“we”, “us”, or “TR”). Through this Site, TR provides services and materials designed to aid our customers. Your access and use of the Site, along with any services or materials contained or referenced herein, is governed by and subject to this Terms of Service Agreement ("Agreement"), as well as all applicable laws. Please review the Agreement carefully before using the Site. By accessing the Site or using or downloading any materials from the Site, you agree to be bound by the terms and conditions of the Agreement.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. BY INDICATING ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOU AND/OR YOUR COMPANY AND/OR EMPLOYER, AND (3) CONSENTING THAT YOU AND/OR YOUR COMPANY AND/OR EMPLOYER, BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS. IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT AND DO NOT USE THE SITE OR SERVICE.

User Representations. You agree to review this Agreement prior to accessing any information or obtaining any documents from the Site. As TR continues to grow, our company policies or business practices may change. If our policies or practices require changes to this Agreement, we will make such changes by updating this Agreement online. If we revise the Agreement, you will not be notified individually. Thus, we strongly advise you to periodically check this Site to review any changes. For the purposes of this Agreement, “you” means both the natural person accessing the Site and the entity that has procured such access, its employees and third party contractors. You will be liable for any failure by such employees and third party contractors to comply with the terms of this Agreement. Your continued use of this site indicates your complete and unconditional acceptance of the terms and conditions set forth in this Agreement, as may be amended from time to time.
Trial Period and Subscriptions. This Agreement includes any free trial use of the Site provided to you by TR. In the event you choose to subscribe to the services offered on the Site (“Services”), after the trial period ends, this Agreement shall continue in effect and you will be required to pay the applicable subscription fee for the Services.
Agreement Templates and Example Forms. The Services may include agreement examples and other general legal information provided by TR or third parties; however, any general legal information or sample templates provided as part of the Services are for example purposes only and may not be suitable to your circumstances. If you are not a lawyer or other appropriately qualified professional, you should consult a lawyer or other appropriately qualified professional if you are not completely certain about how this Agreement or any legal document may affect or impair your legal rights. The information, forms, and other resources available on or through the Site or as part of the Services are provided for example purposes only and in no way should be considered to be a substitute for the advice of a lawyer or other appropriately qualified professional.

TR IS NOT A LAW FIRM AND DOES NOT ENGAGE IN THE PRACTICE OF LAW.NOTHING ON THE SITE SHOULD BE CONSTRUED AS AN ATTEMPT TO OFFER OR RENDER A LEGAL OPINION AND OUR EMPLOYEES ARE NOT ACTING AS YOUR LEGAL ADVISERS. No part of the Services should be construed in any manner as legal advice to be applied to any specific or general factual situation. Use of the Site or the Services does not create or constitute a lawyer-client relationship between TR or any employee of or other person associated with TR and a User of the Site or Services.

ALL SAMPLE TEMPLATES AND RELATED MATERIALS, IF ANY, MADE AVAILABLE AS PART OF THE SERVICES ARE PROVIDED "AS IS," WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, LEGAL EFFECT, ACCURACY, APPROPRIATENESS, COMPLETENESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. All information, forms, and other resources available on or through the Site should be modified to meet all the applicable laws and regulations in your jurisdiction, as applicable. You understand that you are using any and all information, forms, and other resources available as part of the Services or on or through the Site at your own risk.
Eligibility. THE SITE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 18; PERSONS WHO HAVE BEEN SUSPENDED FROM THE SITE; TO PERSONS OTHER THAN A LEGALLY QUALIFIED PROFESSIONAL OR PERSONS ACTING ON THE AUTHORITY OF AND UNDER THE SUPERVISION OF A LEGALLY QUALIFIED PROFESSIONAL, OR TO ANYONE WHO IS A COMPETITOR OF TR OR ACTING ON BEHALF OF SUCH COMPETITOR. By clicking the “Accept” button or by otherwise using the ContractExpress Site, you represent that you are at least 18 years of age, have not been previously suspended or removed from the ContractExpress Site by TR, are a legally qualified professional or acting on the authority of and under the supervision of a legally qualified professional, and are not a competitor of TR or acting on behalf of such competitor.
Privacy Notice, Personal Information and Confidential Information. Your privacy is important to TR. TR’s Privacy Policy is hereby incorporated into this Agreement by reference. Please read this notice carefully for information relating to TR’s collection, use, and disclosure of your personal information. As a part of using the Site, you may elect to transmit to ContractExpress or to place on the Site confidential information belonging to you or to others for whom you may hold such information, and which information could include information held subject to the Lawyer-Client privilege. Although TR takes all reasonable precautions with respect to safeguarding all information placed on the Site, TR cannot accept liability for any loss of such information or breach of Lawyer-Client privilege other than as may result from TR’s direct, and intentional disclosure of such information.
Individual Features and Services. When using the Site, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time, including any End User License Agreements (the “Guidelines”). All such Guidelines are hereby incorporated by reference into this Agreement.
Modification of this Agreement. TR reserves the right, at our discretion, to change, modify, add, or remove portions of this Agreement (including TR’s Privacy Policy and any Guidelines) at any time. Please check this Agreement, our Privacy Policy and any Guidelines periodically for changes. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes. For any material changes to this Agreement, such amended terms will automatically be effective ten (10) days after they are initially posted on the Site.
Software and Content Downloads. TR and its licensors may make certain software and other content available to you for download (for a fee or otherwise) from the Site. All such software or other content that you download shall be subject to the terms and conditions included with such software or content or otherwise presented to you at the time of download.
Use of Services. TR hereby grants you permission to download, view, copy and print the forms provided on the Site on any single, stand-along computer solely for your personal, informational, and non-commercial use. Except as otherwise expressly provided herein, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the forms in any manner, except for modification in filling in the forms for your authorised use. You are responsible for any content that you post or transmit using any service on the Site that allows interaction or dissemination of information. You are at all times responsible for honouring the rights of others, including but not limited to, intellectual property rights. YOU AGREE THAT ANY MATERIALS YOU OBTAIN ON THE SITE ARE FOR YOUR PERSONAL OR BUSINESS USE ONLY, AND MAY NOT BE SOLD OR REDISTRIBUTED WITHOUT THE EXPRESS WRITTEN CONSENT OF TR, WHICH CONSENT MAY BE WITHHELD IN TR’S SOLE DISCRETION.
By use of the Site you represent you have either (a) full ownership of all the rights necessary to place copyright materials on the Site, or (b) have obtained from the owner thereof all necessary rights. If, and to the extent that you place any information subject to Lawyer-Client privilege on the Site you represent that you have the authority to do so and understand the consequences thereof.
Prohibited Conduct. BY USING THE SITE YOU AGREE NOT TO:
1. use the Site for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Site as such services are offered by TR;
2. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 15 (Ownership; Proprietary Rights), below);
3. post, upload, or distribute any defamatory, libellous, or inaccurate content;
4. post, upload, or distribute any content that is unlawful or that a reasonable person could deem to be discriminatory, objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
5. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Site accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Site, or perform any other similar fraudulent activity;
6. delete the copyright notice or other proprietary rights notices on the Site;
7. make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Site. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
8. use the Site for any illegal purpose, or in violation of any local, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
9. defame, harass, abuse, threaten, discriminate against or defraud Users of the Site, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the Site for any commercial use, it being understood that the Site is for personal, non-commercial use only;
10. use the Site if you are under the age of 18 years old;
11. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site;
12. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
13. modify, adapt, translate or create derivative works based upon the Site or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or
14. intentionally interfere with or damage operation of the Site or any User’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
Account. You must register for an account with TR in order to use the services provided on the Site. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to TR on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorised disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify TR. You may be liable for the losses incurred by TR or others due to any unauthorised use of your Site account.
Third-Party Sites, Products and Services; Links. The Site may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). TR does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site are solely between you and such advertiser. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK.
Term; Termination; Violations.
1. Term. This Agreement governs the thirty (30) day free-trial period provided to you by TR and any subsequent subscription to the Services purchased by you. You may use the services on the Site in accordance with this Agreement during any such trial and/or subscription period, subject to payment of the relevant subscription fees. Fees shall be paid within 30 days of the date of the invoice.
2. Termination by TR. You agree that TR, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with TR or your use of the Site and remove and discard all or any part of your account at any time. TR may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or any account you may have or portion thereof may be effected without prior notice, and you agree that TR will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies TR may have at law or in equity. As discussed herein, TR does not permit copyright infringing activities on the Site, and will terminate access to the Site, and remove all user postings or other content submitted by any users who are found to be repeat infringers.
3. Termination by you. Your only remedy with respect to any dissatisfaction with (i) the Site, (ii) any term of this Agreement, (iii) Guidelines, (iv) any policy or practice of TR in operating the Site, or (v) any content or information transmitted through the Site, is to terminate this Agreement and your account. You may terminate this Agreement at any time by deleting your account with the Site and discontinuing use of any and all parts of the Site.
Ownership; Proprietary Rights. The Site is owned and operated by TR. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Site provided by TR (the “Materials”) are protected by United States and United Kingdom copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant and related intellectual property and proprietary rights, and applicable laws. All Materials contained on the Site are the property of TR or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to TR or its affiliates and/or third-party licensors. Except as expressly authorised by TR, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorised use of the Materials. TR reserves all rights not expressly granted in this Agreement.
Indemnification. You agree to indemnify, save, and hold TR, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Site, any violation by you of this Agreement, or any breach of the representations, warranties, and covenants made by you herein. TR reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify TR, and you agree to cooperate with TR’s defence of these claims. TR will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Disclaimers, No Warranties.
1. No Warranties TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TR, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TR OR THROUGH THE TR SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 17 THE TERM TR INCLUDES TR’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
2. “As is” and “As available” and “With All Faults”. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
3. Content. TR, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
4. Accuracy. TR, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
5. Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
Limitation of Liability and Damages.
1. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL TR OR ITS DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH TR, EVEN IF TR OR A TR AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, TR’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
2. Limitation of Damages. IN NO EVENT WILL TR OR ITS DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE TR SITE OR YOUR INTERACTION WITH OTHER SITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO TR IN THE PREVIOUS 12 MONTHS.
3. Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN TR AND RECEIVED THROUGH OR ADVERTISED ON THE TR SITE OR RECEIVED THROUGH ANY REFERENCE SITES.
4. Consumer End Users. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods for solely personal use otherwise than in the course of business. The limitations or exclusions of warranties, remedies or liability contained in this Agreement apply to you to only the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
Miscellaneous.
1. Notice. TR may provide you with notices, including those regarding changes to this Agreement, either by email or by postings on the Site, at TR's sole discretion. Notice will be deemed given twenty-four hours after an email is sent, unless TR is notified that the email address is invalid. Notice posted on the TR Site is deemed given ten (10) days following the initial posting.
2. Waiver. The failure of TR to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by TR.
3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of England, without giving effect to any principles of conflicts of law.
4. Arbitration. Any dispute or claim arising out of or in connection with this Agreement or your use of the ContractExpress Services shall be finally settled by binding arbitration in London, England under the Rules of Arbitration of the International Chamber of Commerce by three arbitrator(s) appointed in accordance with said rules; judgment on the award rendered by these arbitrators may be entered in any court having jurisdiction thereof. The parties agree that this arbitration is the exclusive remedy for any disputes.
5. Severability. If any provision of this Agreement or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
6. Assignment. This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TR without restriction. Any assignment attempted to be made in violation of this Agreement shall be void.
7. Survival. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
8. Entire Agreement. This Agreement, the Privacy Policy and Guidelines constitute the entire agreement between you and TR relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to the Agreement, Privacy Policy or Guidelines made by TR as set forth in of this Agreement.
9. Claims. YOU AND TR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TR SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

BY CLICKING OR SELECTING THE “ACCEPT” BUTTON BELOW, YOU ARE INDICATING THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU HAVE NOT READ THIS AGREEMENT, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY ITS TERMS, CLICK “DECLINE” AND DO NOT USE THE SITE.