Terms of Service

Last updated: December 2, 2016

Thanks for using Alt Legal. This agreement (together with our privacy policy) governs Alt Legal, Inc.'s (d/b/a Alt Legal NY) ("Alt Legal", we, or our) relationship with you (the "Customer") as a lawyer using our software (the "Software"), our services (the "Services"), and our website (https://www.altlegal.com) (the "Website", and together with our Software and Services, the "Alt Legal Suite").

By using the Alt Legal Suite, you accept and agree to this agreement. If you disagree with anything here, you're welcome to contact us at support [at] altlegal.com, and we'll be happy to address any questions or concerns.

Alt Legal Suite

We will be responsible for hosting the Software and the Website, and you will be responsible for obtaining the resources necessary to access the Website. The Website will be accessible 24 hours per day, 7 days per week, 99.5% of the time, except for (i) maintenance, (ii) required repairs, and (iii) any loss or interruption of the Alt Legal Suite caused by any reason where the failure to perform is beyond the control and not caused by the negligence of the non-performing party.

1. Software/Website Errors. We'll use commercially reasonable efforts to correct any reproducible errors that prevent the Software and Website from performing with the then-current specifications as promptly as possible.
2. Software/Website Documentation. We'll provide you with access to software guides (the "Documentation") for the Software and Website, as may be updated from time to time. The Documentation will solely be used in connection with the Software and Website, and you will not remove any copyright, trademark, or other notices from the Documentation.
3. Fees. We are pleased to provide you with access to the Alt Legal Suite. We offer the following plans (unless otherwise noted or agreed to in writing): (a) monthly and annual subscription plans that are priced based on the size of your docket and the number of accounts needed or (b) a pro bono use plan in which an organization providing pro bono legal services may use our IP intake and docketing software free of charge, solely for pro bono activities, in exchange for the right to include the organization's name on a list of clients on Alt Legal's website, investment materials, and sales collateral distributed to potential customers. Any organizations that are taking advantage of our pro bono use plan must be preapproved in writing by us. Alt Legal offers discounts for annual subscription. We will notify you in advance of any changes to these plans.
4. Payment Terms. We will invoice you at the end of each month for the "Per Use Plan" and in advance for any monthly service plan. Payments will be due within 14 days of the invoice. Late payments will accrue interest at a rate of 1.5% per month or the maximum allowable interest under law. You will pay any sales, use or other tax related to the fees for the Alt Legal Suite.

License Grant; Restriction on Use

1. Alt Legal grants you a non-exclusive, non-transferable, non-sublicensable license to access and use the Alt Legal Suite for your internal business purposes in creating and managing intellectual property filings for yourself or your clients. You will not (and not permit any third party to) (a) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, or of any files contained in or generated by the Website and Software; (b) copy, modify, adapt or translate the Website and Software, or otherwise make any use, resell, distribute or sublicense the Website and Software other than in connection with this Agreement; (c) access the Alt Legal Suite on behalf of a competing service or permit any individual acting on behalf of a competing third party service to access the Alt Legal Suite for any reason; (d) remove or modify any proprietary marking or restrictive legends placed on the Website and Software; or (e) use the Website and Software in violation of any applicable law or regulation. You may grant sublicenses to any contractors you use for the sole purpose of using the Alt Legal Suite to provide assistance to you or your employees.
2. An Authorized User is an individual subscriber or an individual partner, member, employee, temporary employee, independent contractor of your organization that accesses the Alt Legal Suite. Each Authorized User must have a unique identifier and password to access and use the Alt Legal Suite, and this information cannot be shared with, or used by any other person, including other Authorized Users.
3. This agreement does not give you any title, ownership, or interest (including intellectual property rights) in the Website, the Software, or the content in the Alt Legal Suite.

Our Confidentiality

Alt Legal Confidential Information means the Software, all source code, the Documentation, and all non-public information or material about our legal or business affairs, financing, customers, or data, but it does not include any data relating to your clients or potential clients.

1. Use and Disclosure of Alt Legal Confidential Information. You will (i) only use the Alt Legal Confidential Information to perform obligations and rights under this agreement, (ii) restrict disclosure of Alt Legal Confidential Information within the receiving party’s organization to only those employees or contractors and the Customer's own clients or potential clients that need to know and are required to comply with your obligations under this agreement; and (iii) not disclose such confidential information to any third party unless authorized by Alt Legal in writing.
2. Protection of Alt Legal Confidential Information. You will protect the confidentiality of any Confidential Information disclosed by the disclosing party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care). If you receive a request to disclose the Alt Legal Confidential Information under a judicial or governmental order, you will not disclose the Alt Legal Confidential Information without first giving us notice of the request and sufficient opportunity to contest the order, to the extent legally permissible.

Your Confidentiality

Lawyer Confidential Information means information material about your legal or business affairs, clients, and data.

1. Use and Disclosure of Lawyer Confidential Information. We will (i) only use the Lawyer Confidential Information to perform obligations and rights under this agreement, (ii) restrict disclosure of Lawyer Confidential Information within our organization to only those employees or contractors that need to know and comply with our obligations under this agreement; and (iii) not disclose such confidential information to any third party unless authorized by the disclosing party in writing.
2. Protection of Lawyer Confidential Information. We will protect the confidentiality of any Lawyer Confidential Information disclosed by the disclosing party using at least the degree of care that we use to protect our own confidential information (but no less than a reasonable degree of care). If we receive a request to disclose the Lawyer Confidential Information under a judicial or governmental order, we will not disclose the Lawyer Confidential Information without first giving you notice of the request and sufficient opportunity to contest the order, to the extent legally permissible.

Representations and Warranties

1. Power and Authority. If you are using the Alt Legal Suite on behalf of an organization, you are agreeing to this agreement for that organization and promising that you have the authority to bind that organization to this agreement. In that case, “you” and “your” in this agreement will refer to that organization.
2. No Other Warranties. Except as provided above under the heading Alt Legal Suite, the Alt Legal Suite is provided "as is", at your own risk, without express or implied warranty or condition of any kind. We disclaim all implied or statutory warranties, including implied warranties of title, merchantability, fitness for a particular purpose, and uninterrupted operation. Some states may not allow these limitations, so they may not apply, and the warranty will be the minimum permitted under such law.

Limitation of Liability

To the fullest extent permitted under law, (a) in no event will we, our affiliates, officers, employees, agents, or licensors be liable for any indirect, special, incidental, punitive, exemplary, or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, even if Alt Legal has been warned of the possibility of such damages and even in the case of claims based on negligence or strict liability, and (b) the maximum liability for all claims relating to the Alt Legal Suite will not exceed the aggregate amount of fees paid and payable to us during the six month period preceding the date on which the claim arises.

Termination

We'd prefer to have you continue to use Alt Legal, but you may stop using the Alt Legal Suite at any time and such termination will take effect at the end of your current billing cycle. We reserve the right to suspend or end the Alt Legal Suite at any time, with or without cause, and with or without notice. If we suspend or terminate your use of the Alt Legal Suite, we'll let you know in advance to help you retrieve your data though in some cases (such as flagrant violation of our terms of service, or a court order) we may have to terminate immediately. In the event that we terminate or suspend your use of the Alt Legal Suite, we will refund any fees subject to the terms of the applicable plan.

We believe that your data is your own and preserving your access to your data is important to us. If you discontinue using the Alt Legal Suite or we discontinue any part of the Alt Legal Suite, where possible, we will provide you with reasonable advance notice and an opportunity to get your data out of Alt Legal. In addition, you are able to download your data through the Alt Legal Suite. If you need any help, please contact our support team.

In the event of termination or expiration of this agreement, you will pay us for all amounts payable as of the effective date of termination or expiration. All rights and licenses granted by Alt Legal will immediately cease, and any Alt Legal Confidential Information in your possession will be immediately destroyed. All information associated with your account may be irrevocably deleted from the Alt Legal Services.

The sections entitled Intellectual Property, Termination, Our Confidentiality, Your Confidentiality, No Other Warranties, Limitation of Liability, and Miscellaneous will survive any termination or expiration of this agreement.

Intellectual Property

1. Feedback. By providing comments and suggestions to us, or recommendations for improvements or changes to our services or our Website, you grant us, under all right, title, and interest in these comments and suggestions, a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use these comments and suggestions or to incorporate it into our Website.
2. Our Rights. The Alt Legal Suite, including our features, functionality, and appearance, are owned by Alt Legal and are protected by United States and international copyright, trademark, patent, trade secret, and other applicable intellectual property, property, and proprietary rights laws. You agree not to copy, modify, create derivative works of, republish, publicly display, sell, or exploit any of our protected materials (unless it's expressly permitted by our Website). If you have questions whether or how to use material or information on our Website, please contact us at support [at] altlegal.com. The "look and feel" of our Website, including static elements like graphics, fonts, icons, and buttons on our Website and interactive elements, style and the overall impression, and our intuitive graphical user interface is protected as the trademark and trade dress of Alt Legal and may not be copied or used, in whole or in part, without our written permission.

Third Party Services

In providing the Alt Legal Suite, we also make certain services available to you from third parties. If you use these services from third parties, then you have a separate contractual relationship with that third party and not Alt Legal for those services.

Registration and Accounts

Please keep your information current so Alt Legal can ensure you receive timely notices that may be important to you and your continued use of the Services. Alt Legal will have no liability for failure to deliver notices that result from inaccurate, incomplete, or out of date account information.

You will not create an account for anyone other than yourself, your business, or your clients without permission, or any other false or fraudulent pretenses.

You will not share your password, let anyone else access your account, or do anything else that would endanger the security of your account. In case you forget your password, we have a feature that allows you to reset your password, but please notify us of any breach of security by e-mailing us at support [at] altlegal.com.

Publicity

Except as prohibited by law, upon payment for the Alt Legal Suite, Alt Legal may list you as a customer and to include your name and firm on a list of clients on Alt Legal's website, investment materials, and sales collateral distributed to potential customers. You may opt-out from this provision by sending an e-mail to support [at] altlegal.com.

Miscellaneous

1. Waiver. Our failure to exercise or enforce its rights under, or any section of, this agreement will not be a waiver of those rights or sections.
2. Relationship. Each party is an independent contractor of the other party, and nothing in this agreement should be considered a partnership or a joint venture or cause either party to be an agent of the other.
3. Entire Agreement. This agreement represents the entire agreement between you and Alt Legal and governs your interactions with Alt Legal and use of the Alt Legal Suite. It supersedes all prior agreements (including prior versions of this agreement). To the extent you and Alt Legal have entered into a separate written agreement, that agreement will govern to the extent it supercedes any provision of this agreement.
4. Severability. If a court of competent jurisdiction determines that a section of this agreement is invalid, illegal, or unenforceable for any reason, that section will be limited or amended to the minimum extent necessary, and all of the other sections of this agreement will remain in full force and effect.
5. Assignability. Alt Legal, in its discretion, may assign this agreement to any subsidiary or affiliate, or under a sale, merger, or transfer of Alt Legal to another entity. We will provide you notice if there is such a transfer so that you can deactivate your account or terminate the use of the Alt Legal Suite before the transfer.
6. Modification. Alt Legal reserves the right to amend this agreement from time to time. You can see the date of our last change to this agreement at the top. Any updates will be made available here. We will do our best to let you know of any major changes, but by continuing to use our services after any changes to this agreement, you accept and agree to the revised agreement. Alt Legal also reserves the right to modify or discontinue any feature associated with the Service, with or without notice. Continued use of our services following any modification constitutes your acceptance of the modification.
7. Third Party Solutions. Alt Legal relies on third party vendors and partners to provide the necessary infrastructure, software, storage, and related technology solutions to offer the Alt Legal Suite. You acknowledge and agree to Alt Legal's use of these vendors and partners. In particular, Alt Legal relies on a combination of web hosting and data storage services, including those provided by Parse, LLC, Rackspace, US, Inc., Amazon Web Services, and Microsoft Azure.
8. Choice of Law and Venue. New York law will govern this agreement without giving effect to conflict of law principles, and you agree to submit to the exclusive jurisdiction and venue of New York state and federal courts.
9. Ethical Obligations. You and/or your supervisor and your organization are solely responsible for complying with all applicable ethical regulations when using any part of the Alt Legal Suite, including any data services.
10. Binding Arbitration. The only forum and remedy for any disputes and claims relating to or arising out of this agreement or any or all of the Alt Legal Suite will be final and binding arbitration, except that Alt Legal may seek injunctive relief in state or federal court in New York County, New York for any violation of this agreement by the Customer. If Alt Legal seeks injunctive relief, you agree that arbitration is not an adequate remedy at law and Alt Legal may seek injunctive or other relief.
11. Class Action/Jury Trial. All claims must be asserted in the Customer's individual capacity and not as a plaintiff or class member in any class action, collective action, private attorney general action, or other representative proceeding. This waiver also applies to class arbitration, and unless Alt Legal consents, the arbitration may not consolidate more than one person's claims. You also agree that under this agreement, you and Alt Legal are each waiving the right to a trial by jury.
12. Dispute Process. If you have any dispute or claim relating to or arising out of this agreement (including use of the Software), you agree that before you commence any proceeding or request for arbitration or take any action that is intended or would reasonably be expected to harm Alt Legal or its reputation, you will first contact Alt Legal about the problem at support [at] altlegal.com. You agree to provide Alt Legal with 45 calendar days to investigate the dispute and attempt to provide a consensual resolution. You agree that you will negotiate and act in good faith during this period.
13. Arbitration Process. To the extent arbitration remains necessary, all arbitration will be conducted by the American Arbitration Association under its Commercial Arbitration Rules, unless you are an individual or otherwise qualify for its Supplementary Procedures for Consumer-Related Disputes.
14. Notices. Any notices to you will be sent to the e-mail address you used for registration. Any notices to Alt Legal should be sent to support [at] altlegal.com. You consent to the use of electronic notices under this agreement.