TERMS OF SERVICE FOR COURTSOLUTIONS LLC
CourtSolutions: "Telephonic Court Appearances in a Whole New Way."
BY ACCESSING OR USING OUR SERVICES, WHETHER AS A PAYING OR FREE USER, ON BEHALF OF YOURSELF AND/OR YOUR COMPANY, YOU ARE AGREEING TO BE BOUND BY AND ACCEPT THE TERMS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE OUR SERVICES, INCLUDING WITHOUT LIMITATION, ANY OF OUR MOBILE APPLICATIONS. YOU ARE ENCOURAGED TO PRINT OR DOWNLOAD THESE TERMS AND TO REGULARLY CHECK THIS WEBSITE TO OBTAIN TIMELY NOTICE OF ANY CHANGES TO TERMS, WHICH MAY OCCUR FROM TIME TO TIME AND AT ANY TIME WITHOUT NOTICE.
Standard Charges. The Standard Charge for all users (other than registered and approved court personnel or pre-approved indigent users) is US$70.00 (unless otherwise established with a particular court) per call per judge per day plus any applicable taxes or other charges as set forth herein (the “Access Fee”). If you make a reservation but do not actually call in, you are not charged. We place a "hold" on your credit card when you make a reservation; but, if you do not call in, you are not charged. If you have two calls with two different judges on the same day, you will be charged the Access Fee two times: first when you join your call with the first judge and then when you join the call with the second judge. If you have multiple calendar items before a judge on the same day, make a single reservation and list all of your matters and you will only pay a single Access Fee. If a judge continues or adjourns a hearing from one day to the following day, CourtSolutions may automatically create a reservation for you for the following day. By dialing into the call on the following day, you are agreeing to pay the Access Fee for the following day. You also agree that you are solely responsible for any carrier charges for SMS or text messages you receive from CourtSolutions. Charges for use of Services (as defined below) are payable in full upon initial entry by you into the CourtSolutions phone system. All fees are non-refundable. If you have an approved reservation but do not call in, you are not charged the Access Fee; however, you will appear on the Judge's list of approved participants.
1. Services and Pricing.
(a) Sale of Services. You will pay CourtSolutions for use of the services provided by CourtSolutions (the “Services”) at the “Standard Charges” and according to the terms of this Agreement (as amended from time to time, this “Agreement”). PRIOR TO USING ANY SERVICES, YOU AGREE (i) TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING COURTSOLUTIONS’ STANDARD CHARGES, WHICH ARE AVAILABLE ON THE COURTSOLUTIONS WEBSITE, www.Court-Solutions.com, AND (ii) TO OBTAIN TIMELY NOTICE OF CURRENT STANDARD CHARGES, INCLUDING ANY INCREASES OR OTHER CHANGES. For the avoidance of doubt, and notwithstanding any other provision herein, no notice of any kind, written or otherwise, is required for changes to Standard Charges.
(b) Taxes and Other Charges. CourtSolutions reserves the right, in its sole discretion, to change or institute new or additional rates, charges and/or fees for access to or use of the Services or to change its payment terms or billing methods at any time. CourtSolutions may suspend Services if CourtSolutions determines, in its sole discretion, that your previous payment record so warrants such a change. You will pay, and CourtSolutions reserves the right to collect in arrears, all sales, use, consumption, goods and services, excise or other taxes (other than taxes based upon CourtSolutions net income), fees, surcharges, charges for universal support mechanisms (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature whatsoever, now or hereafter imposed or assessed on CourtSolutions, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. If you claim exemption from charges, you must provide CourtSolutions with a current, valid exemption certificate from the applicable regulatory authority.
(c) Credit Cards. Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, you agree if payment is not received by CourtSolutions from the card issuer or its agents, you will pay all amounts due upon demand by CourtSolutions. Each time you use the Services, or allow or cause the Services to be used, you agree and reaffirm that CourtSolutions is authorized to charge your designated card in connection with the Services at the then effective Standard Charges. YOU FURTHER AGREE THAT COURTSOLUTIONS MAY SUBMIT ADDITIONAL CHARGES AS SET FORTH HEREIN FOR USE OF THE SERVICES EACH MONTH, QUARTER OR YEAR, AS APPLICABLE, IN ACCORDANCE WITH THIS AGREEMENT, WITHOUT FURTHER AUTHORIZATION FROM YOU, until you provide prior written notice (in accordance with CourtSolutions’ verification procedures, as may be established by CourtSolutions from time to time in its sole discretion) that you terminate this authorization or desire to change your designated card. Such notices will not affect charges submitted before CourtSolutions reasonably could act on such notice. When you provide your card information to CourtSolutions (or its designated licensees or subcontractors), you represent and warrant to CourtSolutions that you are the authorized user of your designated card. You agree to promptly notify CourtSolutions of any changes to your designated card account number, its expiration date or your billing address, as applicable, and you agree to notify CourtSolutions if such designated card expires or is cancelled for any reason. For the avoidance of doubt, the designated card account holder is responsible for all charges incurred, including applicable taxes, and all purchases made by such account holder or anyone that uses the card. WITHOUT LIMITING ANY OTHER REMEDY HEREIN, IF RECURRING FEES ARE NOT PAID IN A TIMELY MANNER, OR IF COURTSOLUTIONS IS UNABLE TO PROCESS YOUR TRANSACTION(S) USING THE DESIGNATED CARD INFORMATION PROVIDED, COURTSOLUTIONS RESERVES THE RIGHT TO SUSPEND AND/OR TERMINATE THE SERVICES. You understand that when you make a reservation through CourtSolutions, CourtSolutions will place a "hold" on your credit card for the amount of the Access Fee. If you do not dial in for that reservation, the "hold" will be released by the credit card processing agency in accordance with the credit card processing agency's policies and timeframes.
(d) Disputes. Past-due balances not reasonably disputed in good faith as herein provided shall be subject to an interest charge of 1.5% per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less, and you shall pay any collection costs, including reasonable attorneys’ fees, and other expenses incurred by CourtSolutions to collect any such sums due under this Agreement. You must notify CourtSolutions of any charge disputed in good faith, with supporting documentation, within thirty (30) days from the date of invoice, or you will be deemed to agree to such charges and no adjustments to charges or invoices will be made. You remain responsible to pay charges not reasonably disputed in good faith as herein provided by the due date.
(e) Beta Versions. With respect to any Beta version of any of the Services (the “Beta Services”) made available to you for purposes of evaluation and feedback, you acknowledge that the Beta Services may contain bugs, errors and other problems and are provided to you “as-is.” To the extent permitted by law, CourtSolutions disclaims any warranty or liability obligations to you of any kind with respect to the Beta Services. You further acknowledge the importance of communication between CourtSolutions and you during your use of the Beta Services and hereby agree to receive related correspondence and updates from CourtSolutions and its suppliers. In the event you request to opt-out from such communications, your use of the Beta Services may be canceled. You also hereby acknowledge that CourtSolutions has not made any representations, promises or guarantees that the Beta Services will ever be announced or made available to anyone in the future and that CourtSolutions has no express or implied obligation to you to announce or introduce the Beta Services. With respect to the Beta Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict. In addition to and without limiting any other rights or remedies CourtSolutions has, if CourtSolutions determines, in its sole discretion, that you have violated any conditions of and/or limitations on the Beta Services, CourtSolutions reserves the right to immediately terminate the Beta Services.
(f) Registration Requirements. To use the Services, you must be 18 years or older, if an individual, and must complete the sign-up/registration process, which includes, without limitation, providing a valid and verified email address and cell phone number, agreeing to be bound by CourtSolutions’ required terms applicable to the use of the Services and meeting such other requirements as CourtSolutions directs. You agree to maintain and update your registration information as required to keep it current, complete and accurate. If CourtSolutions discovers that any of your registration information is inaccurate, incomplete or not current, CourtSolutions may suspend and/or terminate your right to access and receive the Services. CourtSolutions further retains the right to reject a registration application in its sole discretion and without a requirement to provide a reason. Without limiting the foregoing, CourtSolutions may refuse the Services to any individual or entity who has cancelled any number of previous accounts. Only registered users may schedule conferences using the Services. Under all circumstances, any registration request is subject to the approval of the applicable Court in its sole and absolute discretion. For the avoidance of doubt, users cannot share accounts among multiple individuals. By registering with CourtSolutions, you expressly agree: (i) to comply with all applicable foreign, federal, state/provincial and local laws relating to use of the Services under this Agreement (including without limitation, export and control laws and regulations and any rules or orders of the applicable court); (ii) not to upload, post, email or otherwise transmit content through use of the Services that (1) infringes any third-party intellectual property or other proprietary rights or rights of publicity or privacy; (2) is unlawful, threatening, abusive, harassing, tortuous, libelous, defamatory, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene, hateful or discriminatory or otherwise contains objectionable material of any kind or nature; (3) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (4) is profane, indecent, obscene, harmful to minors or child pornographic; (5) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; (6) that includes any unsolicited or unauthorized advertising or marketing; or (7) is materially false, misleading or inaccurate or that you do not have the right to transmit under any law or under contractual or fiduciary relationships; (iii) not to: (1) impersonate any person or entity, falsely or otherwise misrepresent your affiliation with a person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any content uploaded, posted, emailed or otherwise transmitted; (2) harvest or otherwise collect information about others, including e-mail addresses, without their consent; (3) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a user of the Services any directory of other users or usage information or any portion thereof other than in the context of your use of the Services; (4) reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, including you may not act as a service bureau for the Services or rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Services; (5) use or exploit any portion of the Services to provide commercial services to third parties or otherwise generate income from the Services or use the services for the development, production or marketing of a service or product substantially similar to the Services; (6) interfere with, damage, disable, overburden, impair or disrupt hardware, software or networks connected to the Services, or any other users of the Services, or violate the regulations, policies or procedures of any networks; (7) attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; (8) reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the Services or associated software; or (9) use the Services for illegal purposes (including without limitation, gambling or betting); and (iv) you are solely responsible for any and all activities that may occur under your account and to maintain the confidentiality and security of any verified cell phone number or personal identification number and/or any access numbers, keys and passwords/passcodes (collectively, the “ID Data”). You agree to notify CourtSolutions immediately if there has been an unauthorized use of any ID Data and/or any access numbers, keys and/or passwords/passcodes or any other breach of security, and you shall be liable for fraudulent charges until such time as you have notified CourtSolutions to suspend any compromised ID Data, access numbers, keys and/or passwords/passcodes. You acknowledge that CourtSolutions may from time to time monitor for quality assurance and fraud detection and may further gather system data. Further, and notwithstanding confidentiality provisions herein, CourtSolutions may disclose information about your use of Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process.
(g) Consent. By registering with CourtSolutions, (1) you acknowledge your personal information, specifically your name, your firm or company name, your client, your contact information, your photo (which you authorize us to obtain from your firm's website or other public sources) and your email address and phone number, will be displayed as part of the Services and consent to CourtSolutions displaying such information as part of the Services; and (2) you authorize us to email you information regarding your registrations, reservations, upcoming hearings and updates regarding our services.
(h) Interruption of Service. If there is an interruption in the ability of CourtSolutions to provide the Services for any reason whatsoever, the proceedings before the court shall continue and not be affected by such interruption. By using the Services, you acknowledge that any interruption in the Services, including disconnections or the inability to access the dial in number or website, will not constitute cause warranting the delays or interruptions of court proceedings.
2. Term and Termination.
(a) Term. Services are provided on a per-use basis. Access to the Services by any user can be terminated at any time by CourtSolutions for any or no reason whatsoever in its absolute discretion.
(b) Judge and Court Personnel Usage. If you use Services as a judge or court personnel, all fees for use of the Services in your capacity as a judge or court personnel shall be waived (“Free Services”). All use of Free Services shall be subject to the terms herein and any and all other restrictions, limitations and conditions identified or communicated to you.
(c) Registered Indigent Users. Any user who provides CourtSolutions with adequate evidence of a court of competent jurisdiction’s order of a fee waiver for such user related to a particular case will be registered as an indigent user with CourtSolutions and all fees for use of the Services related that particular case shall be waived. All use of the Services by such users for that particular case shall be subject to the terms herein and any and all other restrictions, limitations and conditions identified or communicated to you.
(d) Effect of Termination. In the event of any termination, you remain responsible for any and all fees and charges due and incurred through the termination effective date and will not be entitled to any partial month credits or refunds of any kind, including without limitation if you elect to not use the Services prior to the termination effective date.
(e) Effect of Termination for Free Services. In addition to and without limiting any other rights or remedies CourtSolutions has herein or otherwise identified or communicated to you with the specific Free Services offer, if CourtSolutions determines, in its sole discretion and whether or not it has conducted an audit, that you have used the Free Services other than in your capacity as a judge or court personnel, CourtSolutions reserves the right to immediately terminate the Free Services and to charge and to collect from you the amount you would have been required to pay for the Free Services as a retail customer (applying then-current list rates and/or Standard Charges, as applicable) during the period of your non-compliance. You agree to pay this amount to CourtSolutions, plus the cost of conducting any associated audits by CourtSolutions that in the sole discretion of CourtSolutions reveal non-compliance.
3. Proprietary Information and Non-Disclosure. Each party acknowledges that, in the course of performing its duties under this Agreement, it may obtain information relating to the business, the Services and to the other party that is of a confidential and proprietary nature (“Proprietary Information”). Such Proprietary Information may include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, computer programs, schematics, data, customer lists, financial information and sales and marketing plans. Each party and its employees and agents shall at all times, during the term of this Agreement and thereafter, keep in trust and confidence all Proprietary Information and shall not use such Proprietary Information other than in the course of their duties under this Agreement, nor shall either party or its employees and agents disclose any of such Proprietary Information to any individual or entity without the other party’s prior written consent. Each party acknowledges that any such Proprietary Information received by the other party shall be received as a fiduciary of the other party. Each party further agrees to immediately return to the other party or destroy all Proprietary Information in its possession, custody or control in whatever form held upon termination of this Agreement or at any time, or from time to time, upon the request of the other party.
4. Intellectual Property.
(a) The Services provided under this Agreement and all associated intellectual and proprietary rights are the sole property of CourtSolutions and/or its suppliers. Further, except as required for use of the Services, you have no right or license to use any of the trademarks or trade names owned by, licensed to or associated with CourtSolutions and its suppliers (the “CourtSolutions Marks”) during the term of this Agreement without express written consent from CourtSolutions. Despite prior approval, you will immediately cease and desist using the CourtSolutions Marks upon notice from CourtSolutions for any reason. Any use by you of the CourtSolutions Marks other than as described above will constitute a breach of this Agreement for which, in addition to any other remedies available at law or in equity, CourtSolutions may terminate this Agreement.
(b) CourtSolutions welcomes feedback regarding many areas of CourtSolutions’ Services, including its web sites. Any ideas, suggestions, comments, improvement, recommendations, information and/or other feedback you provide to CourtSolutions (“Feedback”) shall be freely usable by CourtSolutions on an unrestricted basis. As between CourtSolutions and you, CourtSolutions alone will own all rights, title and interest, including all related Intellectual Property, to such Feedback. “Intellectual Property” shall mean any unpatented inventions, patent applications, patents, extensions, supplementary protection certificates, design rights, copyrights, trademarks, service marks, trade names, trade dress, domain rights, mask work rights, know-how, technology, business processes and other trade secret rights, and all other intellectual property rights, derivatives thereof, and any forms of protection of a similar nature anywhere in the world. The following terms shall apply to submissions of all Feedback: You agree that: (i) all submissions and their contents will automatically become the property of CourtSolutions, without any compensation; (ii) CourtSolutions may freely and irrevocably use, disclose, reproduce, license, sublicense, distribute or redistribute and otherwise commercialize the submissions and their contents for any purpose and in any way throughout the world, without royalty; (iii) there is no obligation for CourtSolutions to review the submission; and (iv) there is no obligation to keep any submission confidential.
5. Your Compliance and Indemnification.
(a) You acknowledge and agree that you are required to comply with all rules or rulings of any court in connection with the use of the Services.
(b) You acknowledge that CourtSolutions has no control over the content of information published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services (whether visual, written or audible) and that CourtSolutions does not examine the use to which you put the Services or the nature of the information you or your users send or receive. You shall comply with and agree it is solely your responsibility to ensure the Services are used in accordance with all applicable foreign, federal, state/provincial and local laws relating to use of the Services under this Agreement (including without limitation, export and control laws and regulations and laws relating to the use of VoIP-based services). Without limiting the foregoing, you agree that the use of the Services is subject to U.S. and local export control laws and regulations. You represent that you are not a citizen of an embargoed country or a prohibited end user under applicable U.S. or local export and anti-terrorism laws, regulations and lists. You are responsible: (i) for any and all activities that may occur under your account, including without limitation, appearances made under your name and ensuring no content published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services infringes any third party’s intellectual property rights or is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature; and (ii) to maintain the confidentiality and security of your ID Data. You agree to notify CourtSolutions immediately if there has been an unauthorized use of any ID Data or any other breach of security and you shall be liable for fraudulent charges until such time as you have notified CourtSolutions to suspend any compromised ID Data, access numbers, keys and/or passwords/passcodes. You acknowledge that CourtSolutions may from time to time monitor bridge activity relating to the Services for quality assurance and fraud detection and may further gather system data. Further, and notwithstanding confidentiality provisions herein, CourtSolutions may disclose information about your use of Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process.
(c) You acknowledge that CourtSolutions does not provide traditional telephone service, and the services are not intended to support or carry any emergency calls to any emergency services of any kind. You need to make additional arrangements in order to access emergency services. Additionally, use of conference recording or taping any use of the Services may subject you to laws or regulations. You acknowledge and agree that you may not record or tape any Web, video or telephone conversation in connection with the services unless you are in compliance with all laws relating to the recording of communications and protecting the privacy of communication for all parties to the conversation. CourtSolutions has not and is not expected to provide you with any analysis, interpretation or advice regarding your compliance with the above, and you are solely responsible and obligated to provide any required notifications to participants prior to commencement of conferences.
(d) You shall indemnify, defend and hold CourtSolutions, its members, officers, directors, employees, affiliates and its suppliers harmless from any claims, losses, damages, penalties or costs (including without limitation reasonable attorneys’ or expert witness fees) arising out of your (or any individual or entity accessing the Services through you or your account): (i) use of the Services; (ii) violation or alleged violation of any applicable laws or regulations with respect to the Services; or (iii) infringement of any intellectual property rights of any third party. The obligations contained in this paragraph shall survive any termination or suspension of the Services contemplated herein, the expiration or termination of this Agreement and final payment.
6. Warranty and Limitation of Liability. ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND COURTSOLUTIONS SHALL NOT HAVE ANY LIABILITY TO ANY PARTY, INCLUDING BUT NOT LIMITED TO YOU, FOR THE CONTENT OF INFORMATION TRANSMITTED BY YOU THROUGH THE SERVICES OR ANY LOSS, DELAY, INTERRUPTION, OR INACCURACY OF SUCH COMMUNICATIONS. COURTSOLUTIONS DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR COVENANTS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT REGARDING THE SERVICES. WITHOUT LIMITING THE FOREGOING, COURTSOLUTIONS MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AND ANY MATERIAL, AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. COURTSOLUTIONS ALSO DOES NOT MAKE ANY WARRANTY OR GUARANTEE FOR ANY PRODUCTS OR SERVICES PROVIDED BY VENDORS SUGGESTED BY COURTSOLUTIONS. NEITHER COURTSOLUTIONS NOR ITS SUPPLIERS SHALL IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR OTHER MONETARY LOSS; LOSS OR INTERRUPTION OF DATA, RECORDINGS, COMPUTER TIME OR VOICE TRANSMISSIONS; ALTERATION OR ERRONEOUS TRANSMISSION OF DATA; ACCURACY OF DATA; INABILITY TO USE THE SERVICES TO CONTACT EMERGENCY SERVICES; UNAUTHORIZED ACCESS TO OR USE OF VOICE OR DATA PROCESSED OR TRANSMITTED BY, TO OR THROUGH THE SERVICE; PROGRAM ERRORS; INABILITY TO PARTICIPATE IN ALL OR ANY PART OF ANY CALL THROUGH COURTSOLUTIONS FOR ANY REASON WHATSOEVER) EVEN IF COURTSOLUTIONS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. COURTSOLUTIONS SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY REASONS BEYOND COURTSOLUTIONS’ CONTROL. IN NO EVENT SHALL COURTSOLUTIONS’ TOTAL LIABILITY TO YOU ARISING UNDER THIS AGREEMENT, WHETHER SUCH THEORY OF LIABILITY IS BASED ON CONTRACT, TORT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE CHARGES BY COURTSOLUTIONS TO YOU FOR THE PARTICULAR SERVICE PERFORMED BY COURTSOLUTIONS ON THE DATE OF THE EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY. In the event some or all of the foregoing limitations in this Section 6 may not be effective in the applicable jurisdiction or to the extent the applicable law mandates a more extensive warranty, the applicable law will prevail over these terms.
7. Notices. Notices to you for billing or account management purposes will be addressed to the address provided to CourtSolutions. Notifications to CourtSolutions shall be addressed to: CourtSolutions LLC, 641 Lexington Avenue, Suite 632, New York, NY 10022 USA. Any notice required or permitted to be given under this Agreement must be written in English and shall be deemed given and effective upon delivery if sent by personal delivery, two (2) days after deposit with a nationally-recognized overnight delivery service or five (5) days after posting if sent by certified United States mail, return receipt requested, with postage pre-paid and addressed as above-provided or to such other addresses as may be designated by notice from one party to the other. You hereby grant CourtSolutions express consent to contact all you to communicate information regarding CourtSolutions’ services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other feature changes. Without limiting the foregoing, you grant CourtSolutions express consent to periodically contact you and/or to forward to the e-mail address(es) related to your account on file information regarding CourtSolutions’ services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other feature changes and/or various promotional and advertising materials regarding other CourtSolutions’ products, services, marketing plan and other business related items.
8. Miscellaneous. This Agreement may be deemed executed by use of the Services, which will be deemed an original but all of which together will constitute one and the same document. Captions/headings are for convenience only and not to be used in construing this Agreement. If any provision herein is held by a court to be illegal, invalid or unenforceable, the remaining terms shall not be affected or impaired thereby, and the illegal, invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the allocation of risk. Any failure by a party to comply with this Agreement may be waived by the other party, but any such waiver must be in writing signed by the waiving party and will not be deemed a waiver of any subsequent failures or of any other obligations, agreements or conditions contained herein. The parties’ relationship to each other shall be that of independent contractors. Neither party shall or shall be deemed to be an agent, employee, partner of, or joint venturer with the other party. Each party enters into this Agreement solely for its own benefit and purpose, and except for CourtSolutions’ suppliers, this Agreement in no way confers any rights upon, or imposes obligations on either of the parties toward, any third party, including but not limited to any recipient of content transmitted through the Services. This Agreement shall be binding upon and inure to the benefit of the parties’ successors, legal representatives and authorized assigns. CourtSolutions may assign its rights and obligations under this Agreement to an entity that either now or in the future controls, is controlled by or is under common control with CourtSolutions or as a consequence of merger, acquisition, change of control or asset sale. You may not assign your rights and obligations under this Agreement without CourtSolutions’ written consent. All sections in this Agreement intended to survive any cancellation, termination, expiration or suspension of this Agreement will so survive. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed therein, without regard to any conflicts or choice of law rules. The parties agree to submit to the exclusive jurisdiction of New York County, New York to resolve any disputes arising hereunder.
9. Entire Agreement. This Agreement, including all schedules and exhibits attached hereto, constitutes the final, complete and entire agreement between the parties with respect to the subject matter hereof, and supersedes any previous proposals, negotiations, agreements or arrangements, whether verbal or written made between the parties with respect to such subject matter. There are no other verbal agreements, representations, warranties, undertakings or other agreements between the parties. If you require use of a non-CourtSolutions-form purchase order in connection with any of the Services to be performed hereunder, you hereby acknowledge and agree that to the extent such purchase order contains any pre-printed or other terms and conditions, such terms and conditions, whether in addition to or in conflict with this Agreement, shall have no effect whatsoever and this Agreement shall govern the relationship between CourtSolutions and you. Without limiting any other rights in this Agreement, CourtSolutions may amend at any time the provisions of this Agreement by, at CourtSolutions’ election: (i) posting revised terms and conditions (“Amended Terms”) on www.Court-Solutions.com (the “CourtSolutions Web Site”); (ii) delivering the Amended Terms to you at the address, fax or e-mail address provided herein (such delivery may be included in invoices for the Services delivered to you); or (iii) by other reasonable means as permitted by applicable laws. All Amended Terms shall automatically be effective the earlier of: (i) the date indicated on the CourtSolutions Web Site or (ii) your next billing cycle following posting or delivery to you. YOU AGREE TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING THE COURTSOLUTIONS WEB SITE TO OBTAIN TIMELY NOTICE OF ANY SUCH AMENDED TERMS AND COURTSOLUTIONS’ THEN-CURRENT TERMS AND CONDITIONS. BY USING THE SERVICES AFTER POSTING OR DELIVERY OF AMENDED TERMS, YOU WILL BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY SUCH AMENDED TERMS. No such amendment by CourtSolutions shall serve to constitute a default or termination by CourtSolutions of this Agreement, nor shall such amendment serve to be a basis for your termination of this Agreement. Except as otherwise provided in this Agreement or any Schedule hereto, this Agreement may only be amended or modified, in whole or in part, by a written instrument signed by the parties to this Agreement.
10. Governmental Agencies. Use of the Services and any associated software by the United States Government or other governmental agencies shall be as “restricted computer software” or “limited rights data” as set forth in “Rights in Data – General” at 48 CFR 52.227-14, or as “commercial computer software” or “commercial computer software documentation” under DFARS 252.227-7015, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government other than under normal commercial licensing terms and conditions.
11. User Content. You warrant and represent that you are the owner or licensee of any content and otherwise responsible for any content that is published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, “User Content”). You warrant and represent no content published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services: (i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.
Posted: August 21, 2018
Effective: August 21, 2018