Terms of Use

© 2009 to 2017, Clausehound Inc. All rights reserved.

This user terms (the “Terms”) is a legal agreement between Clausehound Inc. (“Clausehound”) and the individual or entity (“you“) that uses this website (the “Site”). These Terms govern your use of Clausehound (the “Product”). By accessing the Site, you signify that you have read, understood and agree to be bound by these Terms as they may be amended from time to time. Contributors agree that they have read and understood the Contributor Terms, which can be accessed at: https://clausehound.com/contributor-terms-of-use, the terms of which are incorporated in these Terms by reference.

You are subject to these Terms regardless of if you are a periodic user who has not registered for a monthly subscription with Clausehound (“Periodic Users”) or if you have a monthly subscription with Clausehound (“Regular Users”).

Our Intellectual Property and Open Source Licence

This Site, as well as all products, information and commentary (the “Content”) offered through the Site or on any related social media websites or applications including, without limitation, Facebook, Twitter, Google Plus (“Clausehound Social Media Properties“), are protected by copyright law, and any unauthorized use of the Site and/or Content may violate these Terms and any such applicable law. You agree not to copy, download, reverse engineer, or create derivative works of any Content from the Site for the purpose of republishing, transmitting in a public form, distributing, licensing, sublicensing, selling or reselling through a business that provides similar products or Content as the Site.

Copying and reusing specific clauses is permitted under a non-exclusive licence if done so in accordance with these Terms. Rules governing the intellectual property of purchased contracts must adhere to the purchased contract terms of use as may be announced and amended from time to time, and to these Terms where not in conflict with the purchased contract terms of use. You agree not to use the name of Clausehound Inc. or the names of its contributors to endorse or promote products or Content derived from this Site without specific prior written permission from such parties (the forgoing section is referred to as the “Intellectual Property Provisions”).

No Substitute for Expert Legal Advice

This database is provided for informational purposes only and does not create a lawyer-client relationship with the reader. Clausehound does not provide legal advice, nor should any advice from Clausehound be construed as such. The material contained in this Site is intended to provide general information on a particular subject or subjects and is not an exhaustive treatment of such subjects. The site is no substitute for the advice of a qualified lawyer, who should be consulted where expert advice or matter-specific advice is required. Copying, downloading, or use of any Content on this Site in any way does not create a lawyer-client relationship. Any reliance on the information is solely at your own. The information provided on this website may not be relevant to your jurisdiction, and the law may have changed in your jurisdiction since the initial publication of information in this database.

Rights to Content provided by you

By providing information or documentation to Clausehound, whether through (a) registration on or use of Clausehound, (b) by posting information on the Site, (c) acting as a Contributor (as defined in the Contributor Terms) to the Site or (d) by directly contacting Clausehound, you grant to Clausehound a perpetual, worldwide and non-exclusive license to reproduce, modify, translate, publish, distribute and make your content (“Subscriber Content”) available on the Site, on Clausehound Social Media Properties, or to other companies, organizations, individuals, and users in accordance with our privacy policy, as may be established or amended from time to time. You also understand that in order for us to operate Clausehound, Subscriber Content may be transmitted by you or us over various public networks and in various media in compliance with our security protocols and we may make changes to Subscriber Content to meet the technological requirements of such networks and media. You are responsible for ensuring that Subscriber Content is protected and your rights in Subscriber Content are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to Subscriber Content. Once it is posted to our Site, you may use the Subscriber Content in accordance with the licence granted in the section of these Terms labelled “Our Intellectual Property and Open Source Licence”. When you provide information to us you represent and warrant that you have the unfettered right to do so, you have no reason to believe you are violating the rights of any person or any contract or other obligation to which you are subject, and you are not subjecting us to any expense or liability.

Contributors or subscribers to the Site are independent of the Site and are not to be construed as partners, employees, contractors, or agents of the Site or Clausehound.

Termination

These Terms are effective on the date that you first access the Site and will continue to apply until our relationship with you is terminated. Periodic Users may terminate their relationship with Clausehound upon discontinuing the use of the Site, and Regular Users may terminate their relationship with Clausehound at any time upon written notice to the email address provided under the “Contact” section of these Terms. You agree and understand that the material terms of these Terms, including without limitation, the Intellectual Property Provisions shall survive the termination of your relationship with Clausehound.  

We may terminate our relationship with you immediately at any time and for any reason, including, but not limited to, a breach of these Terms under the following circumstances:

  1. if you have not adhered to any or all the provisions of these Terms (such as a failure to pay fees when due, if any) or if it appears that you do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
  2. if we have changed our Terms or privacy policy, as established or amended from time to time, and have not received your required consent, subject to the amendment provision in these Terms;
  3. if required to terminate the relationship by law;
  4. if we receive any notice of your misuse of the Product; or
  5. if provision of the Product is no longer commercially viable for us.

Upon termination of our relationship, we will immediately revoke your license to use the Product and block all access to your account and, at our sole discretion, we may delete all data and information associated with your account. If you do not log into your account for nine (9) or more months, we may treat your account as “inactive” and permanently delete your account.

Amendment

We may add, discontinue or revise these Terms or any aspect, mode, design, or service provided under the Product, which includes but is not limited to the:

  1. scope of the features;
  2. timing of the features;
  3. software/hardware required for access to the Product; and
  4. geographic locations or jurisdictions in which certain features may be available.

We may amend the Terms without notice for non-material amendments. For paid subscribers, we will provide you with thirty (30) days’ notice of a material change in the Terms and conditions (including changes in pricing) via e-mail to the e-mail address supplied to us by you, setting out:

  1. the new or amended Terms;
  2. how such terms read formerly;
  3. the date of the coming into force of the amendment;
  4. the means in which you can respond and the effects of not responding;
  5. the option to either terminate the Terms or retain the existing Terms unchanged; and
  6. any additional requirements for amendments as prescribed by law (if any).

We highly recommend that you read any amendments carefully. Unless explicit consent is required by the law, we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary no later than thirty (30) days after the amendment comes into force that you desire to cancel the contract or deregister or unsubscribe from access to the Product. We will post the most current Terms on the Site and your use of the Product is subject to the most current Terms as posted on the Site at such time. It is your responsibility to visit this page to find any updates that may have been made to the Terms.

Payment Terms

Payment for paid subscribers will be due immediately upon purchase of an individual contract for Periodic Users or upon delivery of a monthly electronic invoice from Clausehound to the Regular User. Any amounts payable by the Regular User hereunder that remain unpaid thirty (30) days after an invoice is delivered shall bear interest at the rate of [one per cent (1%)] per month, such interest to be calculated on a daily basis from the date the payment becomes overdue until the date payment is made in full.

You may be required to provide account information for at least one valid credit card through the Site (“Credit Card Information”). We will use this Credit Card Information in accordance with this Agreement and our privacy policy, as established or amended from time to time.

We are not liable for any payments that are not completed because: (1) your credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the debit or credit card account; (2) you have not provided us with correct payment account information; (3) your credit card has expired; or (4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, or any other interface from an outside force).

Refund Policy

We are unable to provide any refunds to a Periodic User or a Regular User. However, a Regular User may cancel their subscription at any time upon written notice and all applicable fees will no longer be charged to your account [after thirty (30) days] from the date of the termination of our relationship. Subscription cancellations will take effect immediately and may result in a loss of data and/or services related to the cancelled subscription.

Use of Clausehound

Registration Information: In order to use the Product and access additional features and services, including the ability to communicate with other members, you must register using our registration page.

You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your e-mail address (“Userid”), allows you to access the Product. The Userid and password, together with any other contact information you provide us at the time of signing up for the Product form your “Registration Information”. You agree that all Registration Information provided to us will be accurate and up-to-date. You agree to keep your password secure. We will not be liable if we are unable to retrieve or reset a lost password. If you become aware of any unauthorized use of your password or account, you agree to notify us via e-mail at inquiries@clausehound.com as soon as possible.

Communications from Clausehound: By providing us your email address, you expressly consent and agree to receive emails and notifications from Clausehound for the purposes of, including without limitation, service updates, surveys, newsletters, promotional offers, and marketing to the email address provided by you[, and other Clausehound users such as lawyers or experts that have contributed to Clausehound].  

Accounts: You may maintain and use no more than one account. We may close your accounts if we regard that you have opened more than one account to post content. Specifically, you may not create or use additional accounts for the purpose of circumventing technological restrictions (security measures) in the posting process or otherwise for posting content in violation of the Terms. Although we are not required to monitor who signs up for an account, we do not allow a competitor of Clausehound to open an account, and thus, if we come across an account opened by a competitor, we reserve the right to close such an account.

Permitted Uses: You agree to use the Product only for purposes that are permitted both by the Terms and by any applicable law, regulation, or generally accepted practices or guidelines in relevant local, national, and international jurisdictions. You agree to adhere to any applicable privacy of personal information laws and regulations, as outlined in the Personal Information Protection and Electronic Documents Act, SC 2000, c 5.

Unauthorized Access: You agree to only access (or try to access) and use the Product through interfaces provided by us. You shall not access (or try to access) and use any of the Product through any automated means including, but not limited to, scripts, robots, or web crawlers. You agree not to use or attempt to use another user’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, or your affiliations with any person or entity.

Prohibited Uses: You may use our Site, services, and Products only for lawful purposes. You may not use the Site, services, or Products in any manner that:

  1. breaches any applicable local, national or international law or regulation;
  2. may in any way be considered harassment to another person or entity;
  3. is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
  4. may in any way damage, disable, overburden, and/or impair the Product server, or any network connected to the Product server, and/or interfere with any other party’s use or enjoyment of the Product;
  5. is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
  6. harms or attempts to harm minors in any way;
  7. will reproduce, duplicate, copy, sell, resell or exploit any portion of the Product; or
  8. will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Clausehound customers, employees, members, or officers;

and any of the foregoing will result in immediate account termination.

You represent and warrant that you will not use the Product to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment. Nor will you post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information. You further represent and warrant that you will not disrupt the functioning of the site in any manner.

You shall not upload, post, or transmit spam, chain letters, or other unsolicited materials.

Moderation: The Site may display content, such as peer-reviewed and bench-marked content, that is not created or developed by Clausehound. This content is the sole responsibility of the person or entity that creates or develops it. We may review such third party content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But, we do not routinely screen third-party content that is published via Clausehound. This includes legal information that lawyers post on the Site (“Legal Information”) and we cannot guarantee the accuracy, adequacy, or quality of such Legal Information, or the qualifications of those posting it.  

You understand and agree that Clausehound in its sole judgment may review and delete any content, messages, emails, or other user information, in each case in whole or in part, for any reason whatsoever, which without limitation, include violating these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of members.

Clausehound reserves the right to investigate and terminate your membership if you have misused the Product, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal.

Although Clausehound’s representatives may moderate content, conduct and Terms, Clausehound’s representatives have no authority to make binding commitments, promises or representations to anyone that they, or anyone else on behalf of Clausehound, will solve any alleged problem or complaint, or that they or anyone else on behalf of Clausehound will otherwise stop, cure or prevent any problem, content, conduct or purported Terms violation from occurring or recurring. You further agree that any representation (written or verbal) by any Clausehound representative (or by anyone else acting on behalf of Clausehound or by anyone purportedly acting on behalf of Clausehound, and not limited to: any Clausehound representative, anyone else acting on behalf of Clausehound, or anyone purportedly acting on behalf of Clausehound) that would or would not prevent, restrict, redress or regulate content (including, without limitation, screen, block, moderate, review, remove, terminate, delete, edit or otherwise stop, cure or exclude any content), or to implement other enforcement measures against any content, conduct or potential or purported Terms violation is superseded by this provision and is nonbinding and unenforceable. Specifically, you agree that Clausehound, Clausehound’s representatives and anyone else authorized to act on behalf of Clausehound shall in no circumstance be liable as a result of any representation that Clausehound, a Clausehound representative or anyone else on behalf of Clausehound would or would not restrict or redress any content, conduct or potential or purported Terms violation.

Your Responsibility: You agree that you are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).

You understand that when using the Product, you may come across material that you find objectionable, offensive or indecent and agree that you are using the Product at your own risk.

The Product is available as a mobile application. You understand that you should not be using the Echo Software Product in a way that distracts you and prevents you from obeying traffic or safety laws.  

Compliance with Laws and Rules: It is solely your responsibility or the responsibility of the contributing lawyers or law firms to ensure that any information posted on the Site (including without limitation, any Legal Information) and any communications you may have with prospective clients through the Site fully complies with all applicable laws and rules of professional conduct, including those concerning unauthorized practice of law and those regulating the form, manner, or content of communications with clients, advertising, or other matters.  

Technical Requirements: Use of the Product requires internet access through your computer or mobile device. You are responsible for all mobile carrier chargers resulting from your use of the Product. We do not guarantee that the Product will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the Product, and some features of the Product may not be accessible with such technologies disabled.

Third Party Links

The Product may link to third-party websites or resources. Such links are provided as a convenience to you only and do not imply an endorsement, warranty or guarantee by us of any such linked site or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should you elect to enter into a binding contract with any such website, you agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites.

Warranties and Liability

THE LEGAL DOCUMENTATION, LANGUAGE AND COMMENTARY PROVIDED ON THIS SITE IS PROVIDED BY CLAUSEHOUND INC. ”AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL CLAUSEHOUND BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, LOSS OF PROFITS) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SITE OR THE LEGAL DOCUMENTATION, COMMENTARY OR CLAUSES FOUND ON THIS SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

The Site may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications. Under no circumstances will we be liable for any loss or damage resulting from anyone’s use of the Site.

We do not accept any liability for monitoring the Site or for unauthorized or unlawful or inaccurate content on the Site or your use of the Site.

Except in the manner provided for in these Terms, we and any other entity providing content disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product.

Any material downloaded or otherwise obtained through the use of our services and products is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

Limitation of Liability

You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, nor for any special, indirect or consequential, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:

  1. any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;
  2. failure or delay to deliver the products or services, in any way, that are advertised on Clausehound;
  3. your provision to us of any personal information, subject to our legal requirements relating to the protection of personal information;
  4. communications received to you through your access to the Product;
  5. the posting of information on the Site or any affiliated social media;
  6. the use of the Product and any related applications including third party services;
  7. the use of any software related to the Product;
  8. viruses, spyware, service provider failures or internet access interruptions;
  9. loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
  10. any content relating to the use of the Service,

even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.

In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges that you have paid for the Product in the previous [one (1) month] period.

Indemnification

You agree that you will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally: your breach of these Terms; your access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including you) caused by your access to and/or use of the Product; and (b) specifically, your breach of the intellectual property rights of any third party to these Terms.

You agree that you will be solely responsible for all activities that occur under your account, whether you are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that you may incur as a result of someone other than you using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

General Matters

Headings are for reference purposes only and shall not affect the interpretation or meaning of the Terms. The validity, construction and interpretation of the Terms and the rights and duties of the parties hereto shall be governed by the laws of the Province of Ontario. Any dispute in connection with these Terms shall be resolved by final and binding arbitration in accordance with the Arbitration Act (Ontario). No single or partial exercise of any right or remedy provided under the Terms or by law shall preclude or restrict the further exercise of that or any other right or remedy. These Terms contain the entire Terms between Clausehound and you on the subject matter contained herein.

Contact

If you do not agree with these Terms, you shall discontinue your use of this Site immediately. The protection of intellectual property clauses set out herein shall survive any discontinued use of this Site, or termination or expiration of these Terms.

If you have any questions or comments regarding these Terms, or if you wish to withdraw your consent to these terms, please contact Clausehound Inc. by email at inquiries@clausehound.com.