Terms of Use

(September 15, 2022)

These Terms and Conditions of Use (“Terms of Use”) are supplemental to any licensing agreement you entered with Cloud Court, Inc., a Delaware corporation, (the “Company”). These Terms of Use govern your use of the Cloud Court platform and the associated tools (“Tools” or “Services”) made available to you or your authorized users including through app.cloudcourtinc.com and/or other affiliated websites (“Website(s)”).  The terms “you” and “your” shall mean the entity (e.g., company, corporation, partnership, sole proprietor, government agency, academic institution, individual, together with their authorized users etc.) entering into an agreement with Company.

 

GRANT OF RIGHTS

You are granted a nonexclusive, nontransferable, limited right to access and use the Tools and Services in preparation for and connection with legal proceedings, wither pending or anticipated or past, to or in connection with which i) you are or have been  party or a prospective or past party, or ii) over which you are or were a presiding member of the judiciary or acting in a judicial role (including as a judge, magistrate, mediator, arbitrator, prothonotary (or similar), or iii) you are providing authorized professional services, including advice, counsel, or services (or similar) as a lawyer, attorney, paralegal, legal services or technology professional; or iv) as an expert or consultant or legal services provider, such as court reporting, transcription or legal technology services.  No other users are permitted to the Tools and Services.

 

RESTRICTIONS ON USE

If you are not a licensee or an authorized user, you agree you are not permitted to access or use the Services. If you are a licensee or an authorized user, you agree to take steps necessary and sufficient to prevent unauthorized parties from accessing your account, credentials, information (or similar) to obtain access to or use the Tools and Services.

 

You agree that you will comply with all applicable laws (including surveillance, and wiretapping laws), regulations, court orders and governing rules (including the Federal Rule of Civil Procedure 26(c)(1)(E)) when using the Tools or Website.

You agree that you will use the Tools and Services only to access data and information to which you have been granted authorized access, and that you will use or attempt to use the Tools and Services to access data or information to which you have not been granted authorized access.

 

You agree that you will not use the Tools or Services to permit unauthorized parties to observe, listen in to or otherwise have access to communications of other parties utilizing the Tools and Services without first obtaining their informed consent.

You agree that If you access and use the Services without authorization, your access and use will be governed by these Terms of Use and you will be liable to Company for any breach of these Terms of Use.

 

You agree not to attempt to reverse engineer the Services, Tools or Cloud Court’s website, or facilitate or permit the same.  The Services are protected by copyright, certain patents, intellectual property laws, and other laws that prevent unauthorized access and use.

 

You agree that under no circumstances may you or any Authorized User or unauthorized user use or offer any part of the Services in any medium to compete with the business of Company.

 

You agree that all right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Services belong to Company. Armatus™ and “Litigate Like You Mean It™ and Cloud Court™ and Skribe™ are trademarks of Company. Neither you nor your Authorized Users acquire any proprietary interest in the Services, except the limited rights granted herein.

 

Neither you nor your Authorized Users may use the Services in any fashion that infringes the intellectual property rights or proprietary interests of Company. Your use of the Services must comply with all applicable laws, rules, or regulations.

 

ACCESS TO THE SERVICES

Only your employees, temporary employees, affiliates, partners/members, and contractors are eligible to access and use the Services (“Eligible Users”). The term “Authorized User” means an Eligible User whom you have identified to Company for purposes of issuing a Company User Account. You agree that each Company User Account may only be used by the Authorized User to whom Company assigns it and that access to the Company Account may not be shared with or used by any other person. You will manage your roster of Authorized Users and will promptly notify Company to deactivate an Authorized User's User Account if the Authorized User is no longer an Eligible User or you otherwise wish to terminate that Authorized User's access to the Services. You are responsible for all use of the Services accessed with User Accounts issued to your Authorized Users. You will use reasonable efforts to prevent unauthorized use of User Accounts assigned to your Authorized Users and will promptly notify Company, in writing, if you suspect that a User Account is lost, stolen, compromised, or misused. You may not access or otherwise use the Services if you are identified on, and you may not provide access to the Services to any individuals identified on, OFAC's list of Specially Designated Nationals, the UK's HM Treasury's Consolidated List of Sanctions Targets, or the EU's Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions.

 

Use of the Tools or Services via mechanical, programmatic, robotic, scripted, or any other automated means is strictly prohibited. Unless otherwise agreed to by Company in writing, use of the Services is permitted only via manually conducted, discrete, individual use and retrieval activities.

 

The Services and feature functionality within the Services may be enhanced, added to, withdrawn, or otherwise changed by Company without notice.

 

LIMITED WARRANTY; NOT LEGAL ADVICE

EXCEPT AS OTHERWISE PROVIDED IN SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND Company EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

The Services are not intended to and do not constitute legal advice and no attorney-client relationship is formed by your use of the Services.

 

LIMITATION OF LIABILITY

A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Services, (b) the unavailability or interruption of the Service or any features thereof, (c) your or an Authorized User's use of the Services, (d) the loss or corruption of any data or equipment in connection with the Services, (e) the content, accuracy, or completeness of the Services, all regardless of whether you received assistance in the use of the Services from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Services.

 

“Covered Party” means (a) Company and any officer, director, employee, subcontractor, agent, successor, or assign of Company, and (b) Cloud Court and any officer, director, employee, subcontractor, agent, successor, or assign of Cloud Court.

 

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH, THE SERVICES OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO YOUR (AND YOUR AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO Company.

 

Notwithstanding anything to the contrary in this Section (a) If there is a breach of the warranty then Company at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party's claim of patent, trademark, service mark, copyright, or trade secret infringement related to use of the Services, asserted against you by such third party provided: (i) all use of the Services was in accordance with these Terms of Use; (ii) the claim, cause of action, or infringement was not caused by you modifying or combining the Services with or into other products or applications not approved by Company; (iii) you give Company prompt notice of any such claim; and (iv) you give Company the right to control and direct the investigation, defense, and settlement of each such claim. You and your Authorized Users, at Company's expense, shall reasonably cooperate with Company in connection with the foregoing. If the Services or the operation thereof become, or in the opinion of Company are likely to become, the subject of a claim of infringement, Company may, at its option and expense: (i) procure for you the right to continue using the Services, (ii) replace or modify the Services so that they become non-infringing, or (iii) terminate its License Agreement with you. (c) The provisions of the agreement and this Section shall constitute your sole and exclusive remedy for the respective matters specified therein.

 

MISCELLANEOUS

These Terms of Use may be changed from time to time as described below. If any changes are made to these Terms of Use, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you but will apply to all similarly situated Company customers using the Services. Continued use of the Services following the effective date of any change constitutes acceptance of the change. Company may temporarily suspend or discontinue providing access to the Services to any or all Authorized Users in breach of these Terms of Use without notice and Company may pursue any other legal remedies available to it.

 

All notices and other communications hereunder shall be in writing or displayed electronically in the Services by Company. Notices shall be deemed to have been properly given on the date sent by electronic mail, if sent before 5:00 PM Central Time, and if not, on the following day; on the date deposited in the mail, if mailed; on the date first made available, if displayed in or on the Services; or on the date received, if delivered in any other manner. Legal notices to Company should be sent to Cloud Court, Inc., Attn: General Counsel, 5353 Logan Avenue South, Minneapolis, MN 55419.

 

The failure of Company to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

 

Neither you nor any Authorized User may assign your rights or delegate your duties under these Terms of Use without the prior written consent of Company. These Terms of Use and any amendment thereto shall be binding on, and will inure to the benefit of, the parties and their respective successors and permitted assigns.

 

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Minnesota regardless of the law that might otherwise apply under applicable principles of conflicts of law.

 

These Terms of Use will be enforced to the fullest extent permitted by applicable law. If any provision of these Terms of Use is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable, and consistent with its original intent, and (b) such invalidity or unenforceability will not affect any other provision of these Terms of Use.

 

These Terms of Use, along with the Privacy Policy and the Sales Agreement, constitute the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals, or quotations on that subject matter. In the case of conflict between these Terms of Use and the License Agreement, the terms of the License Agreement will control.