This Master Service Agreement (the “Master Service Agreement” or “MSA”) as amended and modified by Juristat, Inc. (“Juristat”) from time to time, governs the sale and purchase of certain services (collectively, the “Services”) by Customer (“Customer”) from Juristat (collectively, the “Parties”), as set forth in the applicable Order Form(s). This MSA, along with any applicable Order Forms, constitute the entire Agreement (the “Agreement”) between the Parties.
- Fees. Customer agrees to pay Juristat the fees specified in the applicable Order Form(s). Customer will be responsible for paying any sales tax, GST, VAT, custom tax, license and use taxes, direct taxes, additional taxes, fees, assessments or any other same or similar tax levied by any local, state or federal government or governmental agency relating to, resulting from or based on use of the Services pursuant to the Terms and Conditions.If any non-disputed invoiced amount is not received by Juristat by the due date, then without limiting Juristat’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Further, Juristat may suspend Customer’s account or access to the Services if fees become past due.
- Perpetual. This MSA will remain in effect as long as an active order form exists between the Parties; however, the Confidential Information section of this agreement will survive in perpetuity even after this MSA is terminated.
- Termination. Customer may stop using the Services at any time, but doing so does not relieve Customer of any obligation to pay any fees otherwise owed under the Agreement. Either party may terminate this Agreement at any time if the other party (i) ceases its business operations, (ii) becomes subject to insolvency proceedings, (iii) materially breaches this Agreement and the other party fails to cure the breach within 30 days of receiving written notice of the breach and intent to terminate (“For Cause Termination”). If Customer properly completes a For Cause Termination, it will be entitled to a pro-rata refund of any amounts prepaid.
- DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, JURISTAT PROVIDES THE SERVICES "AS IS" AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, AND/OR COMPLETENESS; WARRANTIES THAT ANY PRODUCT, OR ACCESS THERETO, WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR-FREE; WARRANTIES AS TO THE LIFE OF ANY URL OR THIRD-PARTY WEB SERVICE; AND/OR WARRANTIES WITH REGARD TO ANY CONTENT OR SOFTWARE THAT HAS BEEN MODIFIED IN ANY WAY BY ANYONE OTHER THAN JURISTAT WITHOUT THE EXPRESS APPROVAL OF JURISTAT. CUSTOMER ACKNOWLEDGES THAT PROVISION OF CONTENT AND SOFTWARE ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA; AND THE SERVICES REFERENCED HEREIN MAY NOT SATISFY REQUIREMENTS NOT EXPRESSLY STATED IN THIS AGREEMENT.
- LIMITATION OF LIABILITY. IN NO EVENT WILL JURISTAT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SHAREHOLDERS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE, IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES, WHETHER OR NOT JURISTAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. JURISTAT IS NOT LIABLE FOR ANY CLAIM(S) RELATING IN ANY WAY TO CUSTOMER’S INABILITY OR FAILURE TO PERFORM RESEARCH OR OTHER WORK, WHETHER PARTIALLY OR COMPLETELY, EVEN IF ASSISTED BY JURISTAT; OR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON THE AVAILABILITY OF, OR CONTENT OR ANALYSIS MADE AVAILABLE THROUGH, THE SERVICES.
- Indemnification. Juristat herby indemnifies Customer for damages related to breach of this MSA, along with any applicable Order Forms, for a claim of infringement of a third party’s intellectual property rights. The total indemnification is limited to the value of this MSA and the summation of all active Order Forms, except in the cases of Juristat’s intentional action or recklessness.
- No Legal Advice. Customer understands and agrees that Juristat is not providing legal advice or services. No attorney-client relationship is formed by this Master Services Agreement. The accuracy, completeness, adequacy, or currency of the Services is not warranted or guaranteed. Customer uses the Services at Customer’s own risk and based on Customer’s own judgment.
- Registration and Account Access. Customer agrees that the Services may be used and accessed only by Customer’s employees, agents, assigns, contractors, or otherwise Registered Users. Customer is responsible for all use of Customer’s account and the Services accessed via Customer’s account, including but not limited to: (i) maintaining password confidentiality; (ii) managing access to, and use of, Customer’s account; and (iii) ensuring that all use of Customer’s account and the Services complies with these Terms and Conditions. Customer will immediately notify Juristat if Customer becomes aware of any unauthorized use of Customer’s account.
- Intellectual Property. Except as expressly otherwise provided in these Terms and Conditions, the Parties retain all proprietary rights, title, and interest in their own technology, content, and intellectual property. Once delivered to Customer, Juristat claims no copyright in the Services, other than Analytics Services, nor does Customer relinquish any copyright in its templates provided to Juristat in the furtherance of the Services.
- No Replication, Resale, or Wrongful Distribution. For purchasers of Analytics Services, Customer use the Analytics Services to create a database intended to replicate or reverse engineer, in whole or in part, Juristat’s database or Analytics Services, nor will Customer resell the Analytics Services, pass the Services off as Customer’s own, or make the Services available to third parties that are neither clients, potential clients, nor affiliates. Juristat acknowledges that many of its customers purchase access to the Analytics Services in order to (a) serve and advise clients, (b) perform marketing or business development activities, and (c) conduct presentations or publish articles, blog posts, and findings. These purposes are expressly allowed under this MSA.
For purchasers of Workflow Automation Services, Customer will not substantially replicate or attempt to reverse engineer the source code or other digital components of Juristat’s artificial intelligence technology utilized in generating WfAD. Customer is expressly allowed to resell, repackage, modify, or distribute any IDS, OA Response, OA Client Letter as it sees fit.
- Restrictions to Private Data Integration with Patent Center. Customer is required to sponsor Juristat within Patent Center before Juristat OAR, Juristat IDS, and Private Patent Center features of Juristat Analytics can be provided. After receiving Patent Center sponsorship, Juristat will provide Private Data Integration and the Services related thereto to Customer within a reasonable number of business days. Customer acknowledges that Juristat uses Customer’s Patent Center integration to update Juristat’s data relating to Customer’s unpublished and published applications and to provide such data as part of the Services. Juristat does not use Customer’s unpublished application data in any way in its marketing materials nor does it make said unpublished application data available to any other users other than Customer. Customer acknowledges that Juristat is not responsible for the unavailability or inaccuracy of any such Services or data caused by the unavailability or inaccuracy of Customer’s Patent Center account or the data therein.
- Governing Law. This Master Services Agreement and the terms herein are governed by, and construed in accordance with, the laws of the headquarters or primary office of Customer without regard to choice of law principles.
- Assignment. The Parties may assign this Agreement without the prior written consent of the other in the event of a merger, acquisition, or change of control.
- Severability. If any provision of these Terms and Conditions is determined to be invalid or unenforceable, it will not affect the validity or enforceability of the other provisions of these Terms and Conditions, which shall remain in full force and effect.
- No Waiver. If a party fails or is delayed in exercising any right, power, or privilege under these Terms and Conditions, it shall not be considered a waiver.
- Independent Contractor Status. Juristat performs its obligations under these Terms and Conditions as an independent contractor. Nothing in these Terms and Conditions creates a partnership, franchise, joint venture, fiduciary, or employment relationship between the Parties.
- Confidential Information. It is understood and agreed to that the Parties may exchange certain Confidential Information in furtherance of these Terms and Conditions or the Services. To ensure the protection of such information, the Parties agree as follows:
a. The party that receives Confidential Information under these Terms and Conditions (“Recipient”) from the other party (“Disclosing Party”) shall not:
i. use any Confidential Information of Disclosing Party for any purpose other than to fulfill its obligations under these Terms and Conditions or to evaluate and engage in discussions concerning a potential or actual business relationship between the Parties (“Permitted Business Purposes”); or
ii. disclose any Confidential Information to any third party except as provided herein.
b. “Confidential Information” means any and all data and information provided by Disclosing Party to Recipient which has value to Disclosing Party, is not generally available in the public domain, and is subject to reasonable measures by Disclosing Party to maintain its secrecy, including but not limited to information that relates to: unpublished, unfiled, and draft patent applications, including but not limited to, claims, specifications, descriptions, abstracts, drawings, designs, diagrams, formulae, disclosures, and office actions;
i. unpublished, unfiled, and draft invention descriptions and disclosures;
ii. queries searched and results returned in the Services and metadata uploaded to the Services by Customer;
iii. attorney-client relationships and communications and attorney work product, provided Recipient has reason to know of its status as such;
iv. pricing, business plans, customer and clients lists, products, services, personnel, finances, strategies, ideas, trade secrets, research and development, internal processes and procedures, and agreements with third Parties; and
v. computer programs, software, code, hardware configurations, algorithms, program documentation, information security, and computer testing and results; and
vi. the fees, payments, and term of these Terms and Conditions.
c. Notwithstanding the foregoing, “Confidential Information” excludes:
i. information that is or becomes generally available in the public domain by publication or otherwise through no wrongful action or fault of Recipient;
ii. information that is known to Recipient prior to receipt from the Disclosing Party;
iii. information that Recipient receives from a third party with a reasonable belief that such third party has a legal right to transmit such information and is not under any obligation to keep such information confidential;
iv. information independently developed without the use of or reference to the Disclosing Party’s Confidential Information;
v. aggregate usage data for the Services that does not identify any specific person or organization and that does not contain any other Confidential Information; and
vi. the existence of the business relationship between the Parties.
d. Recipient shall maintain the confidentiality of the Confidential Information using procedures no less rigorous than those used to protect and preserve the confidentiality of its own similar proprietary information, which shall be no less than a commercially reasonable standard of care.
e. Notwithstanding the foregoing, Recipient may use or disclose the Disclosing Party’s Confidential Information:
i. if and to the extent required by applicable law, so long as Recipient provides advance notice to Disclosing Party, to the extent permitted by law;
ii. if the Disclosing Party expressly agrees to the disclosure in writing; or
iii. to third-party contractors for Permitted Business Purposes, so long as the third-party contractors are subject to binding written obligations of confidentiality as to the Confidential Information that are no less protective than the standards provided in these Terms and Conditions, but Recipient shall remain fully liable to Disclosing Party for any wrongful use or disclosure of Confidential Information that Recipient provides to such third-party contractors.
- Data and Information Privacy and Security Laws and Regulations. In administering the Services and fulfilling its obligations under these Terms and Conditions, Juristat represents and warrants that it will, where and to the extent applicable, comply with all applicable data and information privacy and security laws and regulations, including but not limited to the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), and US export control laws and regulations.
- Use of Customer’s Logo: Customer grants Juristat permission to use Customer's name and logo in marketing and promotional materials and on Juristat's website to showcase Customer as a client. This permission can be revoked by Customer at any time with written notice.
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