Retail terms of service agreement

PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THIS AGREEMENT CONTAINS PROVISIONS REQUIRING THAT YOU AGREE TO THE USE OF ARBITRATION TO RESOLVE ANY DISPUTES ARISING UNDER THIS AGREEMENT RATHER THAN A JURY TRIAL OR ANY OTHER COURT PROCEEDINGS, AND TO WAIVE YOUR PARTICIPATION IN CLASS ACTION OF ANY KIND AGAINST OZEKI.  CUSTOMER’S RIGHT TO USE OZEKI’S SERVICE IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR BY USING OZEKI’S SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE TERMS OF THIS AGREEMENT.

The following Retail Terms of Service (“Terms” or “Agreement”) constitute a legal agreement between you or the entity or company that you represent (“Customer”) and Ozeki Legal Technologies, Inc. (“Ozeki”), which governs Customer’s use of Ozeki’s Service (as defined in Section 1 below). Customer’s use of Ozeki’s Service is subject to the terms and conditions set forth below and Ozeki’s Privacy Policy, found at https://ozeki.ai/privacy, incorporated herein by reference. This Agreement is effective when you click to accept it, use or access the Services, or otherwise indicate your acceptance of the Agreement. If you are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to Ozeki that you have the authority to bind such Entity to this Agreement.

Terms of Service

1. Definitions

1.1. “Agreement” means the subscription Agreement, which is comprised of: (a) these Terms of Service; (b) each mutually executed Order Form and/or Insertion Order; and (c) any other document expressly incorporated by reference.

1.2. “Authorized User” means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Service under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Service has been purchased in this Agreement.

1.3. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects that (a) the Disclosing Party identifies as confidential or proprietary, or (b) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. Customer Confidential Information includes, but is not limited to, Customer Data. Ozeki Confidential Information includes, but is not limited to, information pertaining to the features, functionality and performance of the Service, pricing, and this Agreement.

1.4. “Customer Data” means any files, software, scripts, multimedia images, graphics, audio, video, text, data, or other objects originating from or transmitted by Customer through the Ozeki Technology while using the Service.

1.5. “Documentation” means all then-current user manuals and other technical materials relating to the Service that are generally made available to Ozeki’s customers.  

1.6. “Effective Date” means the effective date of the Agreement. “Order Form Effective Date” means the effective date of the applicable Order Form, and from which date Customer shall be invoiced.  The respective Effective Date(s) are specified in such respective document(s), and if not, is the date on which the last party signs such document.

1.7. “Intellectual Property Rights” means all patent, copyright (including in both published and unpublished works, registrations, and applications), trade secret and rights in know-how, trademark, business domain names, designs, and other proprietary and intellectual property rights recognized under US law.

1.8. “Initial Term” means the first term for Customer’s use of the Service, beginning on the Service Date. The Initial Term is specified in the Order Form.  

1.9. “Order Form” means the Ozeki document that Customer uses to order the Service, once signed by both Customer and Ozeki.  If Customer purchases a Plan for the Service online using Ozeki’s website, then no Order Form will be required.

1.10. “Ozeki” means Ozeki Legal Technologies, Inc. and its affiliates and assigns.

1.11. “Ozeki Technology” means Ozeki’s software, including the application programming interfaces that Ozeki uses to provide the Service to Customer and all new versions, upgrades, improvements, and modifications to the foregoing.

1.12. “Order Form Term” means the period of time from the Order Form Effective Date, including the Initial Term and all Renewal Terms, until the expiration or termination of the respective Order Form.  

1.13. “Plan” means Ozeki’s free or any paid plans, as applicable and as further described on the Ozeki website.

1.14. “Renewal Term” means each recurring 12 month period following expiration of the Initial Term, unless a different time period is specified in the Order Form.  

1.15. “Service” means the software products or services that Company has purchased the rights to use pursuant to a valid Order Form and as specified in the applicable Order Form.  

1.16. “Service Date” means the date on which the Service is first activated for Customer. The Service Date is specified in the Order Form.  

1.17. “Service Metrics” means all information, data, and other content that is derived by or through Ozeki’s provision of the Service or Company’s access to or use of the Service. Resultant Data may include: (i) all traffic data, cryptographically-hashed samples or logged snippets of transmitted Company Data, log files, clickstream information, and other activity data collected by Ozeki in the course of performing its obligations, and (ii) all machine learning or analytical products derived from that data.  

2. License Grant; Customer Data; Obligations and Restrictions

2.1. License Grant. Subject to Customer’s compliance with the terms of this Agreement (including all payment obligations), Ozeki grants to Customer a non-exclusive, non-transferable, and non-sublicensable license to use and access the Service for its own internal purposes during the Term, solely in accordance with the Documentation and any other restrictions or obligations mutually agreed upon by Customer and Ozeki.

2.2. Customer Data; Acceptable Use of the Service. As between Customer and Ozeki, Customer is solely responsible for Customer Data (including creating, renewing, updating, deleting, editing, and controlling all aspects of the Customer Data). Customer shall adhere to generally accepted industry best practices for storing, securing, and encrypting Customer Data while not processed by the Ozeki Technology. Customer shall comply with all applicable laws and regulations with respect to its use of the Service. Customer is responsible for obtaining any necessary right and licenses for use of Customer Data by Customer and Ozeki as contemplated in this Agreement. Customer has the right and authority to access, use and disclose to Ozeki any Customer Data. Customer authorizes Ozeki to access, process, and use the Customer Data as necessary to perform and fulfill its obligations in this Agreement. Without limiting the foregoing, Customer shall not use the Service in connection with any: (a) infringement or misappropriation of any intellectual property; (b) defamation, libel, slander, obscenity, or violation of the rights of privacy or publicity of any person or entity; or (c) other offensive, harassing, or illegal conduct.  

2.3. Customer Proprietary Rights. Customer owns and retains: (i) the Customer Data; (ii) Customer's name, logo and other trademarks; and (iii) all Intellectual Property Rights in and to any of the foregoing.  

2.4. Cooperation and Assistance. Customer will cooperate with Ozeki and provide to Ozeki the information that Ozeki reasonably requests and requires to provide the Service. Customer, at its option, may utilize certain third party software and services with the Service and is responsible for acquiring and maintaining all such third party services required to access, use, or integrate with the Service, including all related costs.  

2.5. Limitations. Customer shall not: (a) permit anyone to access and/or use the Service other than the Authorized Users; (b) rent, lease, loan, export or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part of the Service, or create an undue burden on the Service or the networks or services connected to the Service; (d) reverse-engineer or access the Service in order to: (i) build a competitive product; (ii) build a product using similar ideas, features, functions or graphics to the Service; or (iii) copy any ideas, features, functions or graphics of the Service; (e) without Ozeki’s express written permission, introduce software or automated agents or scripts into the Service to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine data from the Service; (f) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof, other than solely for Customer’s internal use; or (g) cover or obscure any page or part of the Service via HTML/CSS, scripting, or any other means.  

2.6. Authorized Users. Customer will keep its user IDs and passwords for the Service confidential and will be responsible for all actions taken under an Authorized User’s account. Customer will promptly notify Ozeki of any suspected violation of this Agreement by an Authorized User and will cooperate with Ozeki to address the suspected violation. Ozeki may suspend an Authorized User’s access to the Service upon notice to Customer if Ozeki reasonably determines that such Authorized User violated this Agreement.

3. Ozeki Rights and Obligations.

3.1. Service Metrics. Ozeki may collect and analyze Service Metrics relating to the provision, use and performance of the Service and related Ozeki Technology to improve and enhance the Service or develop new services. Insights drawn from Service Metrics may be disclosed to Customer and other users of the Service in connection with their respective use. If Ozeki discloses insights drawn from Service Metrics, then all such disclosed Service Metrics will be anonymized and aggregated, will not identify Customer or Customer’s users, and will not be disclosed in a manner that would permit a third party to determine Customer’s or Customer’s users’ identity.

3.2. Ozeki Proprietary Rights. Ozeki owns and retains: (i) the Service, and all improvements, enhancements or modifications made by any party; (ii) the Service Metrics; (iii) any software, applications, inventions, or other technology developed by Ozeki in connection with providing the Service; (iv) Ozeki’s name, logo, and other trademarks; and (v) all intellectual property rights worldwide in and to any of the foregoing.

3.3. Feedback. If Company provides suggestions, feedback or other input to Ozeki concerning the functionality and performance of the Service or the Ozeki Technology, including identifying potential errors and improvements (“Feedback”), then Company hereby grants Ozeki and its affiliates a limited, worldwide, non-exclusive, royalty-free, fully paid-up right and license to all Feedback and all Intellectual Property Rights therein (except patent rights) to use, perform, display, reproduce, create derivative works, and otherwise exploit such Feedback for any purpose. The foregoing license will be fully transferable and sublicensable. Company is under no obligation to provide Feedback to Ozeki.

3.4. Legal Advice Disclaimer. Customer’s use of the Service and Ozeki’s provision of the Service to Customer (a) do not constitute legal advice and (b) do not create an attorney-client relationship between Customer and Ozeki. Statistical representations of Customer Data or Service Metrics are not to be construed as counsel to act in any given way. Ozeki does not review Customer Data for accuracy, legal sufficiency, or to apply law to the facts of Customer’s particular situation.

3.5. Information Security.  Ozeki will use commercially reasonable and industry standard technical and organizational measures to prevent unauthorized access, use, alteration or disclosure of the Service or Customer Data.  

4. Fees, Expenses, and Taxes

4.1. Fees. Customer will pay to Ozeki the fees set forth in the selected Plan or applicable Order Form(s) and this Section 4 (the “Fees”). Ozeki reserves the right to change or modify the Fees in its reasonable discretion at any timeupon at least 30 days prior notice to Company.  

4.2. Credit Card Information; Invoices; and Payment Terms.  Unless Customer purchases the Service by means of an Order Form, Customer must provide Ozeki with accurate and complete billing information including legal name, address, telephone number, and a valid credit card. By submitting such credit card information, Customer grants Ozeki permission to charge all Fees incurred through its account or set forth on the applicable Order Form to the designated credit card. Ozeki reserves the right to terminate acces to the Service if Customer does not provide a valid credit card for the payment fees hereunder. Unless otherwise set forth in an Order Form, Ozeki will invoice Customer annually in advance for the Service and each invoice will be due and payable within 30 days of receipt by Customer. Ozeki will invoice Customer according to the Plan it selects and the payment terms of such Plan.  For credit card orders, the Fees will be charged to the Customer’s credit card at the time of the order. All recurring Fees will be charged to the Customer’s credit card on a monthly or annual billing cycle, as applicable. if the card cannot be charged, after 7 failed attempts to charge the card, Ozeki will terminate Company’s access to the Service.  All payment obligations are non-cancellable, and other than as provided in this Agreement, all amounts paid are non-refundable. If any undisputed amounts payable by Customer are still outstanding more than 15 days after Customer receives notice of non-payment, Ozeki will be entitled, in its sole discretion, to withhold performance and discontinue Customer’s access to the Service until all undisputed amounts past due are paid in full. Any amounts not paid when due will bear interest at the rate of 1.5% per month, or the maximum legal rate, if less.  

4.3. Taxes. All Fees and other amounts stated or referred to in any Order Form or the Agreement are exclusive of all taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made under this Agreement or any Order Form, other than any taxes based on Ozeki’s net income. If Ozeki has the legal obligation to pay or collect Taxes for which Customer is responsible, Ozeki shall invoice the appropriate amount  to Customer, to be paid  by Customer.

5. Term and Termination

5.1. Agreement Term. This Agreement will commence on the Effective Date or, if no Order Form is used, once the transaction is completed on the Ozeki website, and continue until all Order Form(s) are expired and the parties terminate the Agreement or as terminated earlier as provided for in this Agreement (the “Agreement Term”). All terms of the Agreement will survive and continue to apply to such Order Form until the termination or expiration of such Order Form.  

5.2. Order Form Term; Renewal. The Initial Term for the provision of the Service will be set forth in each applicable Order Form or, if no such term is specified, continue for the length of Customer’s billing cycle as set forth in each Plan.  The Initial Term will commence on the Service Start Date. The Term of each Order Form will automatically renew for additional Renewal Term(s) of 1 year unless either party gives the other party written notice of its intent not to renew the applicable Order Form prior to the Notice Period of the then-current term. If Customer has purchased a Plan for the Service, the term will automatically renew for additional Renewal Term(s) after the Initial Term equivalent to Customer’s billing cycle (i.e., 1-month terms or 1-year terms, as applicable).  If Customer has executed an Order Form, then the Notice Period will be at least 1 month prior to the end of the then-current Term if such Term is less than 6 months or 3 months prior to the end of the then-current Term if such Term is 6 months or longer. If Customer has purchased a Plan for the Service through the Ozeki website, then Customer is solely responsible for properly notifying Ozeki of its election not to have the term automatically renew by following the cancellation directions available in Customer’s online account. Ozeki is under no obligation to offer terms of less than 1 year.

5.3. Termination for Breach. Either party may terminate this Agreement upon written notice if the other party breaches this Agreement and fails to correct the breach within 30 days or immediately if such breach cannot be cured within 30 days.

5.4. Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, Customer’s and Authorized Users’ right to access and use the Service will immediately terminate and each will immediately cease all use of the Service.  

5.5. Survival. Sections 3.1 to 3.3 (Ozeki Rights and Obligations), Section 4 (Fees; Expenses; Taxes), Section 5.4 (Rights and Obligations Upon Expiration or Termination), Section 5.5 (Survival), Section 6 (Proprietary Rights), Section 8.2 (Disclaimer of Warranties) Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11 (General), and all Order Forms, exhibits and other attachments reasonably interpreted as surviving termination or expiration of the Agreement will survive any expiration or termination of this Agreement. The terms of Section 7 will remain in effect during the Term and for a period of 5 years after the expiration or termination thereof, except with regard to trade secrets of the disclosing party, which will be held in confidence for as long as such information remains a trade secret.

6. Confidentiality

6.1. Use and Nondisclosure. Each party (in such capacity, a “Disclosing Party”) may disclose certain of its confidential and proprietary information to the other party (in such capacity, a “Receiving Party”). The Receiving Party shall keep the Confidential Information, confidential. Except as otherwise required by law, the Receiving Party shall not disclose any Confidential Information to anyone other than a Receiving Party’s representatives who need to know the Confidential Information for the carrying out of such party’s rights and obligations under this Agreement (the “Purpose”), provided such representatives are bound to confidentiality obligations no less protective than this Agreement and the Receiving Party remains responsible for its representatives’ compliance with this Agreement (“Representative”). Additionally, a Receiving Party shall not disclose any Confidential Information to a third party without the Disclosing Party’s prior written authorization, or use the Confidential Information except as necessary under this Agreement. If the parties have signed a non-disclosure agreement in contemplation of the Agreement, such non-disclosure agreement will automatically terminate as of the Effective Date.

6.2. No Reverse Engineering. Customer may not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the Ozeki’s Confidential Information and that are provided to the Customer under this Agreement.  

6.3. Exclusions. The obligations and restrictions set forth in Sections 6.1 and 6.2 do not apply to that part of the Confidential Information that: (a) was or becomes generally known to the public for reasons other than unauthorized disclosure by the Receiving Party; (b) was known, without restriction as to use or disclosure, by the Receiving Party prior to receiving such information from the Disclosing Party; (c) is rightfully acquired by the Receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; (d) is independently developed by the Receiving Party without access to any Confidential Information of the Disclosing Party; or (e) is requested or legally compelled by a court or regulatory body. Unless prohibited by force of law, the Receiving Party shall provide the Disclosing Party with prompt notice of any such request or requirement before disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and the Receiving Party shall provide reasonable assistance to the Disclosing Party in obtaining that remedy.  If the Receiving Party is nonetheless legally compelled or otherwise required to disclose, the Receiving Party will furnish only that portion of the Confidential Information that is legally required and shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

6.4. Permitted Disclosures. The terms of this Section 6 will not restrict either party from disclosing the other party’s Confidential Information: (i) on a confidential basis to its legal or professional financial advisors; or (ii) as required under applicable securities regulations.  

6.5. Injunctive Relief. Each party’s obligations under this Section 6 are necessary and reasonable in order to protect the Disclosing Party and the Disclosing Party’s business, and the parties acknowledge that monetary damages may be inadequate to compensate the Disclosing Party for any breach of confidentiality by the Receiving Party. Accordingly, any such violation or threatened violation of this Section 6 may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, the Disclosing Party is entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages or posting bond in order to obtain a preliminary injunction. However, this will not modify or abridge a moving party’s obligation to demonstrate harm to obtain a permanent injunction.  

7. Warranties and Disclaimer

7.1. Mutual Warranties. Company represents and warrants to Ozeki that it has the right, power, and authority to enter into the Agreement and perform its obligations.

7.2. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 7.1 AND 7.2, OZEKI MAKES NO REPRESENTATIONS OR WARRANTIES  WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE AND OZEKI HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. OZEKI DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OZEKI OR ELSEWHERE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8. Indemnification

8.1. Indemnification by Customer. Customer will defend Ozeki, its officers, directors and employees, from and against any claim, action, or suit brought or threatened against Ozeki by a third party based on a claim that the Customer Data infringes or violates the rights of a third party. Customer will indemnify and hold harmless Ozeki from and against any damages and costs awarded against Ozeki or agreed in settlement by Customer resulting from such claim.  

9. Assumption of Risk; Exclusion of Claims; and Limitation of Liability

9.1. Assumption of Risk. Customer assumes sole responsibility and liability for results obtained from the use of the Service and for conclusions drawn from such use. Ozeki will have no liability for any claims, losses, or damages caused by errors or omissions in any Customer Data or other information provided to Ozeki by Customer in connection with the Service or any actions taken by Ozeki at Customer’s direction. Ozeki will have no liability for any claims, losses or damages arising out of or in connection with Customer’s or any Authorized User’s use of any third party products, services, software, or web sites that Customer may choose to integrate or use with the Service.

9.2. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, OZEKI AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. General

10.1. Governing Law. This Agreement will be governed by the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

10.2. Venue. Any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in San Francisco, California. Ozeki and Customer submit to the jurisdiction of those courts in any such legal action or proceeding, and declare their venue to be proper.

10.3. Export. Customer shall not to export, re-export, or transfer, directly or indirectly, any technical data acquired from Ozeki, or any products utilizing such data, in violation of United States export laws or regulations.

10.4. Local Laws. Customer is solely responsible for compliance with all laws applicable to its purchase and use of the Service, including the export and import regulations of other countries. Ozeki and its suppliers make no representation that the Service are appropriate or available for use in locations other than the United States.  

10.5. Attorney’s Fees. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses from the non-prevailing party, in addition to any other relief.

10.6. Order of Preference. In the event of a conflict between this Agreement and the Order Form, the order of preference will be this Agreement, then the Order Form, unless the Order Form clearly specifies that it modifies this Agreement.

10.7. Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. No waiver of any term of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.

10.8. Notices. Any legal notice, request, demand or other communication required or permitted under this Agreement should be in writing, should reference this Agreement, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) upon confirmation of receipt by the intended recipient, if by e-mail; (iii) 5 business days after it is sent by registered or certified mail, with written confirmation of receipt; or (iv) 3 business days after deposit with an internationally recognized express courier, with written confirmation of receipt. Notices should be sent to the address(es) set forth in the Order Form, unless the parties have notified each other in writing that those addresses have changed.

10.9. Severability. In the event any portion of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

10.10. Force Majeure. Except for the payment of Fees, neither party will be liable by reason of any failure or delay in the performance of its obligations  on account of certain events beyond the party’s reasonable control (“Force Majeure Events”) which may include denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, pandemics, explosions, pandemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, rolling blackouts, and internet connectivity disruptions; provided, that the delayed Party uses reasonable efforts, under the circumstances, to notify the other Party of the existence of the Force Majeure Event and works to resume performance as soon as possible.  

10.11. Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. The relationship between the parties is that of independent contractors. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of or bind the other without the other party’s prior written consent.

10.12. Assignment. Neither party may assign its rights or obligations under this Agreement without the other party’s prior written consent. Notwithstanding the foregoing, Ozeki may assign its rights and obligations under this Agreement as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain, without Customer’s consent. Other than the foregoing, any attempt by either party to transfer its rights or obligations under this Agreement will be void.

10.13. Entire Agreement. This Agreement (including all Order Forms, schedules, addenda, and exhibits) constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.

10.14. Amendment. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of Ozeki. Notwithstanding the foregoing, Ozeki reserves the right to change the terms and conditions of this Agreement at any time. Notice of changes to the terms and conditions may be given by posting notice on the Ozeki website, by sending Customer an email, and/or by some other means. Continued use of the Service at any time following the change to terms constitutes Customer’s agreement with an acceptance of the updated terms.  

10.15. No Third Party Beneficiaries. This Agreement is intended for the sole benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

10.16. Numbers and Bullets for Convenience Only. Formatting elements of this Agreement, including but not limited to section numbers and bullet points, do not reflect any priority or relative importance of contract terms between or within Sections and do not impact the construction of this Agreement; “including” means “including but not limited to.”

11. Dispute Resolution and Arbitration

11.1. Generally. In the interest of resolving disputes between you and Ozeki in the most expedient and cost-effective manner, you and Ozeki agree that any and all disputes arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.  Claims subject to arbitration include but are not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OZEKI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

11.2. Exceptions. Notwithstanding Section 11.1, nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.

11.3. Arbitrator. Any arbitration between you and Ozeki will be governed by the Commercial Arbitration Rules and Mediation Procedures ("AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.

11.4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). Ozeki's address for Notice is: Ozeki Legal Technologies, Inc., 100 Shoreline Highway, Building B, Suite 100-116, Mill Valley, CA 94941. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Ozeki may commence an arbitration proceeding.

11.5. Fees. Any arbitration hearings will take place at a location to be agreed upon in San Francisco, CA provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Ozeki for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of how the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

11.6. No Class Actions. YOU AND OZEKI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ozeki agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

11.7. Modifications. In the event that Ozeki makes any future change to this arbitration provision (other than a change to Ozeki's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Ozeki's address for Notice, in which case your account with Ozeki will be immediately terminated and this arbitration provision, in effect immediately prior to the amendments you reject, will survive.  

11.8. Enforceability. Notwithstanding Section 10.9, if Section 11.1 is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 10.2 will govern any action arising out of or related to this Agreement.

End of Terms of Service