Terms and Conditions for Client

NOTE TO CLIENT: By purchasing a LeGuard subscription plan, you are accepting and agreeing to the following Terms and Conditions, which have legal effect, including but not limited to an automatic renewal provision, a notice provision, a jury trial waiver, an arbitration provision, limitations of liability, and time limitations on claims. Your acceptance of these Terms and Conditions constitutes an acknowledgment that you have read and understand all the provisions herein.

 

Definitions Used in these Terms and Conditions

1.“Authorized Biller” is an attorney, paralegal, or other employee at a Law Firm, or a consultant, who is authorized by the Law Firm to perform legal workload activities for Client, and bill time to Client via LeGuard.

2.“Client” is the purchaser of a LeGuard subscription plan.

3.“Law Firm” is the entity providing substantive legal services to Client, and whose Authorized Billers will use the LeGuard software application to track legal fees in real time.

4.“LeGuard” is the software application provided by LeGuard, Inc. which tracks legal fees in real time.

5.“LeGuard, Inc.” is the corporation providing a limited license to Client for use of the LeGuard software application by Client and Law Firm.

6.“Matter” is a Client’s specific legal case or project for which Law Firm’s Authorized Billers perform substantive legal services and bill time to Client via LeGuard.

7.“Subscription Agreement” is the contract formed between Client and LeGuard, Inc. by the Client’s purchase of a subscription plan from LeGuard, Inc., which these Terms and Conditions govern.

 

Subscription Plans; No Cancellations or Refunds; Plan Changes

LeGuard, Inc. may, in its sole discretion, change subscription plan fee rates, or may add new fees and charges, upon advance written notice to Client. Any change to Client’s subscription plan rate shall become effective upon expiration of Client’s existing Order Term (as set forth in the applicable Pilot Order Form or Order Form) and commencement of a new or renewed subscription Order Term.

 

Cancellations or refunds of fees and charges paid for subscription plans, once purchased, are NOT permitted. All subscription plans will expire only upon completion of the Order Term. Client bears full responsibility for paying all fees and charges for its subscription plan for the entire Order Term, whether or not such subscription is actively used. Client may choose a different subscription Order Term to commence upon completion of an existing Order Term.

 

Client is responsible for payment of any and all applicable taxes and governmental fees, levies, duties, and surcharges in the appropriate jurisdiction(s).

 

AUTOMATIC RENEWAL

All subscription plans AUTOMATICALLY RENEW for the same Order Term as the subscription plan purchased, unless: (1) Client purchases a different subscription plan to commence upon the expiration of an existing Order Term, or (2) Client notifies LeGuard PRIOR to the Order Term expiration date—via email to accounting@leguard.com—that it desires an existing Order Term to expire without renewal.

 

BY ACCEPTING THESE TERMS AND CONDITIONS, CLIENT ACKNOWLEDGES ITS ACCEPTANCE OF THIS AUTOMATIC RENEWAL PROVISION.

 

Payment Options; Late Payments; Declined Credit Cards or Insufficient Funds

During LeGuard registration, Client selects a payment option to pay its subscription plan fees via credit card or direct billing. Payment options may be changed in Manage Account. Payment for Order Terms are due in full immediately upon purchase.

 

Payment for renewed plans will be deemed late if not received within 30 days of the billing date. Late payments shall incur a late fee of 10% of the subscription plan fee amount.

 

If a charge to Client’s credit card on file in Manage Account is declined, Client’s payment option shall immediately convert to direct billing, and payment shall be due immediately upon LeGuard, Inc.’s transmission of the direct billing statement to Client, and no later than 30 days from the date of the original credit card payment due date. Client shall be responsible for payment to LeGuard, Inc. of all fees, costs, and penalties associated with conversion of Client’s payment option from credit card to direct billing.

 

If Client’s check or bank account debit, or any other payment service provider, is declined for insufficient funds, Client shall be responsible for payment to LeGuard, Inc. of all associated bank fees, costs, and penalties, and shall provide an alternate form of payment immediately upon notification by LeGuard, Inc.

 

Client is responsible for all costs, fees, expenses, and penalties associated with collection of overdue accounts, including but not limited to reasonable attorney’s fees, accounting fees, and court filing fees.

 

In addition to any other rights to which LeGuard, Inc. is entitled under this Subscription Agreement and by law, LeGuard, Inc. reserves the right to suspend or terminate this Subscription Agreement and Client’s and its Law Firm(s)’ access to LeGuard if Client fails to pay any amount owed within thirty (30) days of its due date. LeGuard, Inc. reserves the right to impose a reconnection fee in the event Client’s account is suspended or terminated for non-payment and thereafter Client requests reinstatement.

 

BILLING OR PAYMENT DISPUTE; NOTICE; WAIVER

If Client believes a subscription fee bill, charge, or invoice is incorrect, Client must provide written notice to LeGuard, Inc. within 30 days of the invoice/billing date of the invoice/bill containing the amount in question, to be eligible to receive any adjustment or credit. IF SUCH WRITTEN NOTICE IS NOT PROVIDED BY CLIENT WITHIN THE 30-DAY PERIOD, CLIENT’S RIGHT TO DISPUTE THE BILL OR CHARGE IS WAIVED.

 

License; Maintenance Support; Ownership

Client’s purchase of a subscription plan from LeGuard, Inc. grants Client a limited license (which is non-sub-licensable, non-transferable, and non-exclusive) to access and use LeGuard, and to direct and designate Law Firm(s) to access and use LeGuard, for legal fee-tracking in real time. So long as Client’s account is current, LeGuard, Inc. shall exercise commercially reasonable efforts to provide maintenance and support of LeGuard for Client’s and its Law Firm(s)’ use. LeGuard, Inc. reserves the right at any time to modify or discontinue, temporarily or permanently, LeGuard services with or without notice to Client. LeGuard, Inc. shall not be liable to Client or any third party for any modification, suspension, or discontinuance of the services hereunder. To protect the integrity of the LeGuard product and services, LeGuard, Inc. reserves the right at any time in its sole discretion to block users from certain IP addresses to access LeGuard.

 

LeGuard, Inc. owns all rights, title, and interest, including all related intellectual and proprietary property rights, in and to LeGuard’s technology, content, and services. LeGuard, Inc. is, and shall be, the sole owner of all copyrights, trademarks, trade names, service marks, patents, inventions, discoveries, updates, improvements, modifications, enhancements, and other intellectual property (collectively hereinafter “Intellectual Property”) comprising or relating to LeGuard, and retains the exclusive right to reproduce, publish, patent, copyright, trademark, sell, license, or otherwise make use of such Intellectual Property. The LeGuard name, logo, and the product names associated with LeGuard’s product and services are trademarks of LeGuard, Inc., and no right or license is granted to Client to use them. Client agrees not to copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through, relating to, or associated with LeGuard. Client agrees not to remove, obscure, or otherwise alter any proprietary notices appearing on any content, including copyright, trademark, and other intellectual property notices. Client grants LeGuard, Inc. a world-wide, perpetual, irrevocable, royalty-free license to use and incorporate into LeGuard any suggestion, enhancement request, recommendation, correction or other feedback provided by Client relating to LeGuard and its operation.

 

Disclaimer of Warranty

CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF LEGUARD IS AT ITS SOLE RISK, AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CLIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEGUARD IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LEGUARD, INC. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO LEGUARD, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LEGUARD, INC. DOES NOT WARRANT AGAINST INTERFERENCE WITH CLIENT’S ENJOYMENT OF LEGUARD, THAT THE FUNCTIONS CONTAINED IN LEGUARD WILL MEET CLIENT’S REQUIREMENTS, THAT THE OPERATION OF LEGUARD WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN LEGUARD WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LEGUARD, INC. OR A LEGUARD-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD LEGUARD PROVE DEFECTIVE, CLIENT ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

 

ANY MATERIAL OR INFORMATION OBTAINED BY CLIENT THROUGH THE USE OF LEGUARD IS ACCESSED AT CLIENT’S OWN DISCRETION AND RISK, AND CLIENT WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVES ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO CLIENT’S DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM OBTAINING THE USE OF LEGUARD AND/OR ANY SUCH MATERIAL OR INFORMATION. IF CLIENT DOES NOT ACCEPT THIS LIMITATION OF LIABILITY, CLIENT IS NOT AUTHORIZED TO OBTAIN ANY MATERIAL OR INFORMATION THROUGH LEGUARD.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO CLIENT.

 

Protection of Confidential Information

LeGuard, Inc. implements appropriate commercially reasonable technical, technological, physical, and procedural controls to protect Client-provided and Law Firm-provided information and data against destruction, loss, alteration, unauthorized disclosure to third parties, or unauthorized access by third parties, whether by accident or otherwise. LeGuard, Inc. leverages industry standard best practices to protect its servers from unauthorized access or from executing unknown code. However, LeGuard, Inc. does not control, and has no responsibility or liability for, security issues caused by Client’s or Law Firm’s use of LeGuard. Client acknowledges and agrees that, notwithstanding LeGuard, Inc.’s commercially reasonable security measures, use of or connection to the Internet provides the potential opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to Client and/or Law Firm information.

 

Further, Client is responsible for maintaining the confidentiality of Client and Law Firm information inputted, exchanged, and tracked via LeGuard (“Client and Law Firm Confidential Information”), and hereby agrees to indemnify and hold LeGuard, Inc. and its officers, directors, employees, agents, assigns, and successors in interest (collectively the “Indemnitees”) harmless from and against any and all liability, obligation, or responsibility for any losses, claims, damages, costs, or expenses, including attorneys’ fees, arising from, relating to, or resulting from, in whole or in part, Client’s and/or its officers, directors, employees, agents, assigns, and successors in interest’s misuse of such Client and Law Firm Confidential Information, or conveyance thereof to third-parties in breach or waiver of the attorney-client privilege, work product protection, or proprietary business relationship.

 

Client is responsible for maintaining the confidentiality of the password designated by the Client during registration. Client agrees to immediately notify LeGuard, Inc. of any disclosure or unauthorized use of the Client’s password or any other breach of security.

 

Authorized Usage

Client bears sole responsibility for ensuring that all of its officers, directors, employees, agents, assigns, and successors in interest restrict their usage of LeGuard to its authorized purpose: tracking legal fees in real-time. Client shall not use, nor permit the use by any person of, LeGuard for any illegal or unethical purpose, or any activity in violation of local, state, federal, or international rules, laws, codes, ordinances, regulations or treaties.

 

Client hereby agrees to indemnify and hold LeGuard, Inc. and the Indemnitees harmless from and against any and all liability, obligation, or responsibility for any losses, claims, damages, costs, or expenses, including attorneys’ fees, arising from, relating to, or resulting from, in whole or in part, unauthorized usage of LeGuard by Client and/or its officers, directors, employees, agents, assigns, and successors in interest, or any use in violation of local, state, federal, or international rules, laws, codes, ordinances, regulations or treaties.

 

Accuracy of Client Account Information

Client is responsible for maintaining up-to-date, accurate, and truthful account information, including but not limited to names of Client contact persons, company names, business addresses, email addresses, phone numbers, and billing/payment information (hereinafter “Account Information”), and shall update such Account Information via Manage Account for currency and accuracy throughout the entire Order Term. If the Account Information provided by Client is false or fraudulent, LeGuard, Inc. reserves the right to suspend or terminate Client’s access to LeGuard, in addition to seeking any other legal or equitable remedies.

 

Client hereby agrees to indemnify and hold LeGuard, Inc. and the Indemnitees harmless from and against any and all liability, obligation, or responsibility for any losses, claims, damages, costs, or expenses, including attorneys’ fees, arising from, relating to, or resulting from, in whole or in part, Client’s failure to provide or maintain up-to-date, accurate, and/or truthful Account Information.

 

Internet Connection and Security

An Internet connection is required to access LeGuard and activate legal fee-tracking in real time. However, Law Firm users may start and stop legal workload activities on LeGuard as necessary even without an Internet connection. When a connection is reestablished, the Law Firm user’s activities will automatically upload to the LeGuard server. For Client to monitor the activities of a Law Firm, an Internet connection is required to access real-time updates. Client bears sole responsibility for providing Internet access for Client to use LeGuard. The LeGuard product and services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications.  LeGuard, Inc. is not responsible for, and hereby disclaims responsibility for, costs, expenses, losses, liability, or damages arising from or relating to Internet delays, delivery failures, defects, interruptions, suspensions, and terminations of Internet connection and service.

 

No Warranty of Fee-Tracking Accuracy

In accordance with the Terms and Conditions of Law Firm’s usage of LeGuard posted on the LeGuard website, Law Firm bears sole responsibility for the accuracy of the fee tracking information inputted by Law Firm’s Authorized Billers via LeGuard to track legal fees in real time (i.e., Client Matters, start and stop times, activity descriptions, etc.). Client hereby acknowledges that LeGuard, Inc. is not responsible for, and hereby disclaims responsibility to Client for, any failure by Law Firm’s Authorized Billers or other Law Firm personnel to utilize LeGuard in a diligent manner, and input information in a timely and accurate manner to track legal fees in real time.

 

Governing Law

This Subscription Agreement shall be construed and interpreted under, and governed by, the substantive laws of the Commonwealth of Virginia without regard to the choice or conflicts of law provisions of any jurisdiction which would apply the laws of another jurisdiction.

 

EXCLUSIVE CHOICE OF FORUM; ARBITRATION CLAUSE; JURY WAIVER

LEGUARD, INC. AND CLIENT EXPRESSLY AGREE THAT, OTHER THAN COLLECTION EFFORTS BY LEGUARD, INC. AGAINST CLIENT FOR UNPAID FEES, ANY AND ALL DISPUTES, CLAIMS, DEMANDS, OR CAUSES OF ACTION ARISING FROM OR RELATING TO THIS SUBSCRIPTION AGREEMENT AND/OR CLIENT’S AND/OR LAW FIRM’S USE OF LEGUARD CAN ONLY AND EXCLUSIVELY BE RESOLVED VIA BINDING ARBITRATION IN ACCORDANCE WITH THE THEN EXISTING COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. IN ALL CASES OTHER THAN COLLECTION EFFORTS BY LEGUARD, INC. AGAINST CLIENT FOR UNPAID FEES, THE DISPUTES, CLAIMS, DEMANDS, OR CAUSES OF ACTION SHALL EXCLUSIVELY BE ADJUDICATED BEFORE A SINGLE ARBITRATOR AT THE OFFICES OF THE AMERICAN ARBITRATION ASSOCIATION IN THE COMMONWEALTH OF VIRGINIA.

BY PURCHASING A SUBSCRIPTION PLAN WITH LEGUARD, INC. AND/OR USING LEGUARD PRODUCTS AND/OR SERVICES, CLIENT AGREES TO THE ABOVE ARBITRATION AGREEMENT. IN DOING SO, CLIENT GIVES UP, AND HEREBY KNOWINGLY AND CONSCIOUSLY WAIVES, ITS RIGHT TO HAVE DISPUTES, CLAIMS, DEMANDS, OR CAUSES OF ACTION HEARD IN COURT, TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING, AND TO A TRIAL BY JURY. OTHER THAN COLLECTION EFFORTS BY LEGUARD, INC. AGAINST CLIENT FOR UNPAID FEES, ALL RIGHTS HEREUNDER WILL BE DETERMINED BY A NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY.

 

In the event that this arbitration agreement is for any reason held to be unenforceable, all claims, disputes, lawsuits, demands, or causes of action arising from or relating to this Subscription Agreement and/or Client’s and/or Law Firm’s use of LeGuard can only and exclusively be brought in a court of competent jurisdiction located in the Commonwealth of Virginia (which is LeGuard Inc.’s principal place of business and state of incorporation, and the locale where this Subscription Agreement was formed). If the arbitration agreement is declared unenforceable, the courts of the Commonwealth of Virginia SHALL BE THE SOLE AND EXCLUSIVE FORUM for resolution of all claims, disputes, lawsuits, demands, causes of action or other legal matters between the parties, arising from or relating to this Subscription Agreement and/or Client’s and/or Law Firm’s use of LeGuard. Under those circumstances, Client hereby consents to jurisdiction with the courts of the Commonwealth of Virginia, and agrees that any process, notice, motion, or other application to the courts of the Commonwealth of Virginia may be served outside the Commonwealth of Virginia by registered mail or by personal service, so long as the method used provides a reasonable time for appearance.

 

LIMITATION OF ACTIONS

CLIENT AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF LEGUARD, OR THIS SUBSCRIPTION AGREEMENT, MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUED, OR SUCH CLAIM OR CAUSE OF ACTION IS FOREVER BARRED.

 

Attorneys’ Fees and Costs; Prevailing Party Provision

In the event that a claim, dispute, lawsuit, demand, cause of action or other legal matter between LeGuard, Inc. and Client is resolved via a final decision via arbitration (or litigation in a collections proceeding by LeGuard, Inc. against Client, or in litigation if the arbitration agreement is declared unenforceable by a particular jurisdiction), the substantially prevailing party shall be entitled to recover, from the non-prevailing party, its reasonable attorneys’ fees and costs, including all expert and consulting fees.

 

Force Majeure

If LeGuard Inc.’s performance of any part of this Subscription Agreement, or the performance of the product, or the provision of services hereunder is prevented, hindered, delayed, or otherwise made impracticable by reason of: any strike or other labor problem; flood; riot; fire; explosion; war; act of God; act of terrorism; act of government; extraordinary weather event; civil unrest; telecommunications, Internet, or network failures or delays; computer or other technological failures involving hardware or software not within LeGuard, Inc.’s possession or reasonable control; act of vandalism (including network intrusions and denial of service attacks); or any other casualty or cause beyond the control of LeGuard, Inc., and which cannot be overcome by reasonable diligence and without unusual and unreasonable expense, LeGuard, Inc. shall be excused from performance to the extent that it is necessarily prevented, hindered or delayed. LeGuard, Inc. shall continue to be excused from performance during the continuance of any such happening or event and for so long as such event shall continue to prevent, hinder or delay such performance. This Subscription Agreement shall be deemed suspended so long as and to the extent that any such cause shall operate to prevent, hinder, or delay the performance by LeGuard, Inc. of its obligations.

 

Indemnification

Client agrees to indemnify, defend, protect, and hold harmless LeGuard, Inc., and the Indemnitees from and against all claims, demands, suits, causes of action, legal or administrative proceedings, actual damages (including but not limited to special and consequential damages), punitive damages, penalties, fines, charges, costs, liens, injuries, losses, debts, liabilities, and expenses of every kind, including but not limited to attorneys’ fees, whatsoever paid, incurred or suffered by, or asserted against, any of the Indemnitees which are directly or indirectly attributable to, or arising from or relating to: (1) any breach, default, or violation of this Subscription Agreement by Client or its officers, directors, employees, agents, assigns, and successors in interest; (2) the use of LeGuard by Client or its officers, directors, employees, agents, assigns, and successors in interest; and/or (3) violation of local, state, federal, or international rules, laws, codes, ordinances, regulations or treaties by Client or its officers, directors, employees, agents, assigns, and successors in interest.

 

Additional Disclaimers; Limitation of Liability; Waiver of Consequential Damages

Client acknowledges and agrees that neither LeGuard, Inc. nor its officers, directors, employees, agents, assigns, and successors in interest are responsible for, and such entities and individuals shall have no liability, directly or indirectly, for any loss or damage arising from, relating to, or resulting from: (1) any incorrect or inaccurate content, information, or data inputted via LeGuard by a Law Firm; (2) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any content inputted by a LeGuard user or such user communications; or (3) any problems, failure, or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, or LeGuard services on account of technical problems or traffic congestion on the Internet, including injury or damage to LeGuard users or to any person’s or company’s computer or device arising from, related to, or resulting from use of LeGuard.

 

CLIENT AGREES AND ACKNOWLEDGES THAT LEGUARD, INC.’S LIABILITY WITH RESPECT TO ANY CLAIM, DISPUTE, LAWSUIT, DEMAND, CAUSE OF ACTION, OR OTHER LEGAL MATTER THAT IS BROUGHT AGAINST LEGUARD, INC. BY CLIENT SHALL BE LIMITED TO THE SUBSCRIPTION FEE AMOUNT PAID BY THE CLIENT TO LEGUARD, INC. FOR THE ORDER TERM IN EFFECT AT THE TIME THE CLAIM ACCRUED.

 

IN NO EVENT SHALL LEGUARD, INC. BE LIABLE TO CLIENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY RELATED TO OR CONNECTED WITH CLIENT’S USE OF LEGUARD OR THIS SUBSCRIPTION AGREEMENT.

 

LeGuard’s Suspension or Termination for Client’s Breach or Default

In the event that Client breaches or defaults upon any of the obligations set forth in these Terms and Conditions, LeGuard, Inc. has the exclusive and sole right to suspend or terminate Client’s subscription plan and this Subscription Agreement for default. In the event of such suspension or termination, LeGuard, Inc. shall not be responsible for any costs, damages, fees, or expenses related to suspension, interruption, termination or cessation of Client’s legal fee-tracking. Upon such suspension or termination, Client shall not be entitled to any refund of subscription fees for unused services. These Terms and Conditions survive such suspension or termination, and continue in full force and effect, except for any terms that, by their nature, expire or are fully satisfied.

 

Severability

If any clause or provision of this Subscription Agreement shall be held invalid or unenforceable, in whole or in part, in any jurisdiction, such invalidity or unenforceability shall attach only to such clause or provision, or part thereof, and shall not in any manner affect any other clause or provision in any jurisdiction.

 

Notice

All notices under this Subscription Agreement shall be in writing and shall be deemed to be delivered when deposited in the United States Postal Service, postage prepaid, or when sent by e-mail (with proof of electronic delivery). Notices to LeGuard, Inc. shall be addressed to: LeGuard, Inc., 1751 Pinnacle Drive, Suite 1100, McLean, VA 22102 or accounting@leguard.com. Notices to Client shall be sent to the Client address identified in Client’s Manage Account settings.

 

Complete Agreement; Waiver

This Subscription Agreement constitutes the complete and exclusive agreement between Client and LeGuard, Inc. and supersedes any and all prior express or implied agreements or understandings between the parties concerning the subject matter of this Subscription Agreement. These Terms and Conditions may be modified by LeGuard, Inc. from time to time; such modifications shall be effective upon posting by LeGuard, Inc. on its website and upon written notice to Client.

 

Any waiver by LeGuard, Inc. of any performance by Client, or of any of LeGuard, Inc.’s rights under this Subscription Agreement, shall not be, and shall not be deemed to be, a waiver of any subsequent obligation of performance, default, or right of the same or similar kind.

 

Non-Assignment

Client may not assign this Subscription Agreement or any of its rights or obligations under this Subscription Agreement to any third party or entity, and this Subscription Agreement may not be involuntarily assigned or assigned by operation of law, without the prior written consent of LeGuard, Inc.

 

Authority

Client represents and warrants that it has the legal power and authority to enter into this Subscription Agreement.

 

Privacy

1. Information Collected by LeGuard, Inc.

LeGuard, Inc. may collect and store information that can identify Client and its personnel by name and email address, as well as other information such as address, telephone number, and billing information such as credit card numbers, bank information, and other information relating to on-line payment processing. LeGuard, Inc. collects financial information relating to “Matters” that a Law Firm works on and for which the Law Firm bills time to the Client. This information includes budgets and fees accrued by Authorized Billers against both past and current Matters. LeGuard, Inc. may collect this information through the website or the software application. By purchasing a subscription plan and/or using LeGuard, Client authorizes LeGuard, Inc. to gather, synthesize, and retain data related to the provision of LeGuard. LeGuard, Inc. uses various technologies to collect information from Client’s devices and about Client activities on LeGuard.

 

LeGuard, Inc. automatically collects information from Client’s browsers or devices when Client uses LeGuard. This information could include an IP address, device ID, browser type and language, the operating system used by the device, access times, a mobile device’s time zone while LeGuard is actively running, and the referring website address.

 

Client owns and retains all rights, title and interest in the information collected by LeGuard, Inc. through LeGuard.  Subject to the limited rights expressly and specifically granted in these Terms and Conditions, LeGuard, Inc. acquires no rights, title or interest from Client under this Subscription Agreement in or to Client’s information collected by LeGuard, Inc. through LeGuard. Client gives LeGuard, Inc. the limited right and license to collect Client’s and Law Firm’s information via LeGuard and use such information, solely in aggregated form that does not identify Client, any individual or entity, or any specific transaction of Client or any other individual or entity (“Aggregated Data”). For clarification, LeGuard, Inc. will own the aggregated and statistical data derived from the operation of LeGuard that does not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into LeGuard.  In no event does the Aggregated Data include any personally identifiable information. LeGuard, Inc. may prepare statistical analyses, reports and summary of usage or provide Aggregated Data to others for, among other reasons and without limitation, the purpose of research, marketing and benchmarking.  Nothing herein shall be construed as prohibiting LeGuard, Inc. from utilizing the Aggregated Data for purposes of operating LeGuard, Inc.’s business.

 

2. Cookies and Use of Cookie Data

When Client uses LeGuard, LeGuard, Inc. may assign a device one or more cookies to facilitate access to LeGuard and to personalize Client’s experience. Through the use of a cookie, LeGuard, Inc. also may automatically collect information about Client’s activity on LeGuard.

 

3. How LeGuard, Inc. Uses the Information Collected

LeGuard, Inc. may use information collected to:

a. Deliver and improve LeGuard products and services, and manage LeGuard, Inc.’s business;

b. Manage Client’s account and provide customer support;

c. Perform research and analysis about Client’s use of, or interest in, LeGuard, Inc.’s products, services, or content;

d. Communicate with Client by email, postal mail, telephone, and/or mobile devices;

e. Perform website or mobile application analytics;

f. Enforce or exercise any rights in LeGuard, Inc.’s Terms and Conditions; and

g. Perform functions or services as otherwise described to Client at the time of performance.

 

4. With Whom LeGuard, Inc. Shares Client and Law Firm Information

LeGuard, Inc. may share Client-provided and Law-Firm-provided information with service providers such as third parties which perform activities on LeGuard, Inc.’s behalf. These service providers may have access to Client and Law Firm information needed to perform their functions but are not permitted to share or use such information for any other purposes.

 

LeGuard, Inc. further may be required to share Client and Law Firm information: (1) in response to a subpoena or similar investigative demand, a court order, or a request for cooperation from a law enforcement or other government agency; (2) to establish or exercise legal rights; (3) to defend against legal claims; or (4) as otherwise required by law. In such cases, LeGuard, Inc. may raise or waive any legal objection or right available to it.

 

LeGuard, Inc. further may disclose Client and Law Firm information when it believes disclosure is appropriate in connection with efforts: (1) to investigate, prevent, or take other action regarding illegal activity, suspected fraud or other wrongdoing; (2) to protect and defend the rights, property or safety of LeGuard, Inc., Clients, Law Firms, employees, or others; (3) to comply with applicable law or cooperate with law enforcement; or (4) to enforce LeGuard, Inc.’s Terms and Conditions, Subscription Agreements, or other agreements or policies.

 

If Client closes its account, LeGuard, Inc. will retain certain information associated with Client’s account for analytical purposes and recordkeeping integrity, as well as to prevent fraud, enforce these Terms and Conditions, take actions deemed necessary to protect the integrity of LeGuard, or take other actions otherwise permitted by law. In addition, if certain information has already been provided to third parties as described in this Privacy Policy, retention of that information will be subject to those third parties’ policies.

 

5. Client’s Choices about Collection and Use of Information

Client can control information collected by cookies by changing browser settings.

 

6. How LeGuard, Inc. Protects Client and Law Firm Information

LeGuard, Inc. exercises security measures to help safeguard Client and Law Firm information from unauthorized access and disclosure. However, no system can be completely secure. Therefore, although LeGuard, Inc. takes steps to secure Client and Law Firm information, it does not promise, and Client should not expect, that Client and Law Firm information will always remain secure.

 

7. Changes to LeGuard, Inc.’s Privacy Policy

LeGuard, Inc. will occasionally update its Privacy Policy; all revisions will be posted and noted on the LeGuard website. For any questions, please contact LeGuard, Inc. at accounting@LeGuard.com.