Last Modified – 22nd April 2015
This Service Agreement (the “Agreement”) is entered into by and between the party accepting this Agreement (“you” and “your”) and Premonition, LLC (“Premonition,” “we,” “us,” and “our”) and consists of the following terms and conditions and the pricing and related terms displayed on the website located at http://www.Premonition.ai (the “Site”). This Agreement becomes effective immediately when you subscribe to the Service.
Through the Site, we provide the Premonition.ai service (the “Service”), which provides subscribers with tools for analyzing litigation. In order to access and use the Service, you must purchase credits or a subscription. “Subscription” means an enrollment for the Service for a defined term as specified on the Site.
Use of the Service.
- Right to use. We grant you the right to access and use the Service included with your Subscription. We reserve all other rights.
- Manner of use. You may use the Service only in accordance with this Agreement. You may not reverse engineer, decompile, disassemble or work around technical limitations in the Service, except where applicable law permits such actions despite this limitation. You may not disable, tamper with or otherwise attempt to circumvent any mechanism associated with the Service. You may not rent, lease, lend, resell, transfer, or sublicense your access to the Service to or for the benefit of any third parties.
- Neither you nor those that access the Service through you (e.g., your employees) may use the Service:
- in a way prohibited by law, regulation, governmental order or decree;
- to violate the rights of others;
- to try to gain unauthorized access to or disrupt any service, data, account or network by any means;
- to falsify any protocol or email header information (e.g., “spoofing”);
- to spam or distribute malware;
- in a way that could harm the Service or impair anyone else’s use of them; or
- for any high risk use (where failure or fault of the Service could lead to death or serious bodily injury of any person, or to severe physical or environmental damage).
- Responsibility for your accounts. You are responsible for maintaining the confidentiality of the username and password that you use to access the Service. You agree to promptly notify us about any possible misuse of your account or authentication credentials, or any security incident related to the Service.
- Updates to the Service. We may make substantive changes to the Service from time to time. We will provide you with 30 days prior notice before removing any material feature or functionality, unless security, legal or system performance considerations require an expedited removal.
- Intellectual Property. The Service may contain intellectual property that belongs to us (the “Premonition Intellectual Property”) or that we have licensed for use in the Service (the “Licensed Intellectual Property”). Your Subscription does not grant you any right, title, or license of any kind in the Premonition Intellectual Property or the Licensed Intellectual Property beyond your use of the Service for its intended purpose.
Security, privacy, and data protection.
- Security. We maintain industry-standard technical and organizational measures, internal controls, and data security routines intended to protect your data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction.
- Privacy and data location. We treat your data as specified in this Section 2. Subject to any restrictions set forth in herein, we may transfer to, store, and process your data in any country where we or our affiliates or subcontractors have facilities that are used for in relation with providing the Service.
- Customer Data. “Customer Data” is all of the data, including all text, sound, software or image files that you provide, or are provided on your behalf, to us through your use of the Service.
- Ownership of Customer Data. You retain all right, title and interest in and to Customer Data. We acquire no rights in Customer Data, other than the right to host Customer Data on our systems, including the right to use and reproduce Customer Data within our systems solely for the purposes of providing the Service.
- Use of Customer Data. We will use Customer Data only to provide you with the Service. This use may include troubleshooting to prevent, find, and fix problems with the operation of the Service. It may also include improving features for finding and protecting against threats to users.
- Disclosure to third parties. We will not disclose Customer Data to a third party (excluding our subcontractors) except as you direct or unless required by law. If compelled to disclose Customer Data to a third party, we will use commercially reasonable efforts to notify you in advance of a disclosure unless legally prohibited. You are responsible for responding to requests by a third party regarding your use of the Service.
- Administration Data. “Administration Data” is the information about your account administrators provided during registration, purchase, or administration of the Service, including without limitation name, address, phone number, and email address.
- Use of Administration Data. We use Administration Data to complete the transactions you request, administer your account, improve the Service and detect and prevent fraud.
- Notices. We may use your Administration Data to contact you to provide information about new Subscription options, or billing and important updates about the Service, including information about security or other technical issues. We may also contact you regarding third-party inquiries we receive regarding your use of the Service, as described in the Agreement. You will not be able to unsubscribe from these communications during the term of your Subscription.
- Payment Data. “Payment Data” is the information that you provide to us for the purpose of making a purchase, including without limitation a credit card number, bank details, your full name, and your billing address.
- Use of Payment Data. We use Payment Data to complete transactions, as well as for the detection and prevention of fraud.
- Storage of Payment Data. When you provide Payment Data, we will store that data to help you complete future transactions without your having to provide the information again.
- Removal of Payment Data. To remove or modify Payment Data, please contact us.
- Subcontractors. We may hire other entities to provide limited services on our behalf, including without limitation customer support. Any such subcontractors will be permitted to obtain Customer Data or Administrator Data only to deliver the services we have retained them to provide, and they are prohibited from using Customer Data or Administrator Data for any other purpose.
- Compliance with law. We will comply with all laws applicable to our provision of the Service, including applicable security breach notification laws, but not including any laws applicable to you or your industry that are not generally applicable to information technology services providers. You will comply with all laws applicable to your use of the Service.
Subscribing to the Service.
- Generally, the Site provides pricing terms for available Subscription types.
- Ordering. By placing an order on the Site, you agree to the pricing and related terms for the Subscription that you choose. The Service is offered on an “as available” basis and we make no guarantee of any kind regarding available Service uptime or capacity.
- Pricing and payment. Payments are due and must be made according to the pricing and related terms on the Site for your Subscription.
- Renewal. Renewal is subject to the renewal terms on the Site for your Subscription.
- Taxes. Prices are exclusive of any taxes. You shall pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any order placed under this agreement and which we are permitted to collect from you under applicable law.
Term, termination, and suspension.
- Agreement term and termination. This Agreement will remain in effect during your Subscription.
- Free Subscription. A “Free Subscription” is a Subscription with an indefinite term. You may terminate a Free Subscription at any time.
- Annual Subscription. An “Annual Subscription” is a Subscription with a twelve-month term, where the fees for the entire term of the Subscription may be paid at the time of purchase. You may terminate an Annual Subscription at any time during its term without a cancellation fee. Upon such termination, your Subscription will remain active until the end of the current term, and no refund for any unused portion of the Subscription Term shall be made by us.
- Month-to-Month Subscription. A “Month-to-Month Subscription” is a Subscription with a one month term. You may terminate a Month-to-Month Subscription at any time without any cancellation fee. Upon such termination, your Subscription will remain active until the end of the current term, and no refund for any unused portion of the Subscription Term shall be made by us.
- Promotional Subscription offers. We may from time to time make available certain promotional or special offers to new, first-time subscribers or other potential users. You agree that we are under no obligation to make such offers to you.
- Customer Data return and deletion. You may extract and/or delete your Customer Data at any time. When a Subscription expires or terminates, we will retain any Customer Data you have not deleted for at least 90 days so that you may extract it, except for free trials, where we may delete Customer Data immediately without any retention period. You remain responsible for all storage and other applicable charges during this retention period. Following the expiration of this retention period, we will delete all Customer Data, including any cached or back-up copies, within 30 days of the end of the retention period. You agree that we have no additional obligation to continue to hold, export or return Customer Data and that we have no liability whatsoever for deletion of Customer Data pursuant to these terms.
- Suspension. We may suspend your use of the Service if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you do not pay amounts due under this Agreement; or (3) you violate other terms of this Agreement. A suspension will apply to the minimum necessary part of the Service and will be in effect only while the condition or need exists. We will give you notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give you at least 15 days notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 30 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period.
- WE PROVIDE THE SERVICE ON AN “AS IS” BASIS. WE PROVIDE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE.
- NO ONE CAN LEGALLY GUARANTEE THE RESULTS OF LITIGATION.
Indemnification and obligations.
- Indemnification. You agree to defend us against any claims made by an unaffiliated third party that (1) any Customer Data you provide directly or indirectly in using the Service infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret or (2) arise from any other violation of this Agreement.
- Obligations. Each party must notify the other promptly of a claim under this Section 6. The party seeking protection must (1) give the other sole control over the defense and settlement of the claim; and (2) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment (or settlement that the other consents to). The parties’ respective rights to defense and payment of judgments or settlements under this Section are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law rights.
Limitation of liability.
- Limitation. The aggregate liability of each party under this Agreement is limited to direct damages up to the amount paid under this agreement for the Service giving rise to that liability during the 12 months before the liability arose.
- EXCLUSION. NEITHER PARTY WILL BE LIABLE FOR LOSS OF REVENUE OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.
- Exceptions to Limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties’ obligations under Section 6 or subsection 8(j); or (2) violation of the other’s intellectual property rights.
- Notices. You agree to receive electronic notices from us, which will be sent by email to the address that you keep on file with us. Notices are effective on the date that they are sent.
- Assignment. You may not assign this Agreement to any third party either in whole or in part.
- Severability. If any part of this Agreement is held unenforceable by a court of competent jurisdiction, the rest shall remain in full force and effect.
- Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
- No agency. Both parties are independent contractors. This Agreement does not create an agency, partnership or joint venture.
- No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.
- Applicable law and venue. This agreement is governed by State of Florida law, without regard to its conflict of laws principles. Any action to enforce this agreement must be brought in the State of Florida. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.
- Entire agreement. This Agreement, together with the Subscription terms displayed on the Site is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications between the parties.
- Survival. The following provisions will survive this Agreement’s termination or expiration: 1(f), 2(b, f, g), 3(e), 4(f), 5-7, and 8(c, j).
- Force majeure. Neither party will be liable for any failure in performance due to causes beyond its reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of the Service). This section will not, however, apply to your payment obligations under this Agreement.
- Modifications. We may modify this Agreement at any time by posting a revised version on the legal information section of the Site or by notifying you in accordance with subsection 8(a). Modified terms that relate to changes or additions to the Service or that are required by law will be effective immediately, and by continuing to use the Service you will be bound by the modified terms. All other modified terms will be effective upon renewal (including automatic renewal) of an existing Subscription or order for a new Subscription.