CLOC LEGAL OPS DIRECTORY

Terms of Service

PARTICIPANT TERMS OF SERVICE

(FOR PARTICIPANTS LISTING IN THE CLOC DIRECTORY)

By accessing and/or using the CLOC Directory of Legal Products and Services (the “Directory”), you agree to these terms of use (the “Terms”).

1.  NETWORK AND DATA SECURITY. Access to the Directory and to CLOC’s information systems is granted solely to enable users to use the Directory in good faith and in accordance with the Terms and all applicable laws and regulations.  You represent and warrant that your use of the Directory will be in compliance with all applicable laws and regulations, that you will comply with any information and/or network security requirements imposed by CLOC, and that your access will not impair the integrity, availability or confidentiality of CLOC’s information systems, the Directory, or data stored or transmitted therein.

2.  DIRECTORY CONTENT.  You acknowledge that CLOC and/or the parties listing their information in the Directory are the sole and exclusive owners of the information listed in the Directory and that access by you to the Directory and/or to such information may be terminated at any time.

3. INDEMNIFICATION. Participant will indemnify, defend and hold harmless CLOC, its subsidiaries, and its members from all costs, losses, damages and claims (including reasonable legal fees incurred by CLOC in connection therewith), whether actual or alleged, that arise out of or in connection with Services or the Participant Information.

8. TERM AND TERMINATION. This Agreement continues indefinitely unless or until (i) either party elects to terminate, with or without cause, upon thirty (30) days prior written notice to the other party; (ii) either party materially breaches any portion of this Agreement, in which case the other party may terminate this Agreement five days after providing the party in material breach with notice and an opportunity to cure; (iii) either party becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

Upon termination of this Agreement, (1) Participant will (a) pay CLOC for Services completed and accepted; and (b) will not be entitled to a refund of any fees already paid to CLOC unless such termination of this Agreement is due to a material breach by CLOC, in which case CLOC shall refund only the pro rata portion of fees for the portion of the Initial or Renewal Term after such termination; and (2) CLOC will provide Services (including inclusion of the Participant Information in, and Participant access to, the Directory) until the effective date of such termination.  Termination of this Agreement will not relieve any party of liability for any breach that occurred prior to such termination.

9. SURVIVAL. Sections 5, 6, 7, 8, 9, 10, 11, 13, 15, 16, 17, 18 and 19 of this Agreement will survive the expiration or termination of the Agreement.

10. ASSIGNMENT. By operation of law or otherwise, Participant may not assign, sublicense, or transfer this Agreement or any right or duty under this Agreement without CLOC’s prior written consent. Any purported assignment or transfer in violation of this section will be null and void.

11. WAIVER.  No waiver by any party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the party making such waiver.  No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof.  No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

12.  COMPLIANCE WITH LAWS.  Participant will at all times during the term hereof, maintain all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services.  Participant will if necessary assist CLOC in complying with EU General Data Protection Regulation, including Articles 32 to 36 of the same, to the extent that they may relate to the Services or use of the Directory. These obligations may include assisting CLOC with notifying a supervisory authority or a data subject of a data breach, ensuring any required deletion and/or return of personal data, and/or assisting CLOC with carrying out a data protection impact assessment. “Personal data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

13.  LIMITATION OF LIABILITY.    NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY NON-ECONOMIC DAMAGES OR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR ECONOMIC ADVANTAGE), REGARDLESS OF THE NATURE OF THE CLAIM OR RELIEF REQUESTED.  THE MAXIMUM LIABILITY OF ANY PARTY FOR BREACH OF THIS AGREEMENT WILL NOT EXCEED THREE TIMES (3X) THE AGGREGATE AMOUNT ACTUALLY PAID OR, IF GREATER THAN THE AMOUNT ACTUALLY PAID, THE AMOUNT PAYABLE UNDER THIS AGREEMENT; PROVIDED HOWEVER THAT THE FOREGOING LIMITATION WILL NOT APPLY IN THE CASE OF AANY PARTY’S FRAUD, NEGLIGENCE, OR WILLFUL MISCONDUCT, OR IN CASE OF PARTICIPANT’S BREACH OF SECTIONS 2, 3, 4, 5, 6, 7, OR 12 OF THIS AGREEMENT.

14.  NO WARRANTY OR ENDORSEMENT.  THE DIRECTORY AND THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ON AN “AS-IS” BASIS.  CLOC, ITS MEMBERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  PARTICIPANT ACKNOWLEDGES THAT CLOC HAS NOT INDEPENDENTLY VERIFIED THE QUALITY, QUALIFICATIONS, OR EXISTENCE OF THE SERVICES, PRODUCTS, OR PARTIES INCLUDED IN THE DIRECTORY, AND THAT CLOC MAKES NO REPRESENTATION, WARRANTY, RECOMMENDATION, OR ENDORSEMENT OF ANY KIND WITH RESPECT TO ANY INFORMATION INCLUDED THE DIRECTORY. 

15.  FORCE MAJEURE.  Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the impacted party, including, without limitation, acts of God, flood, fire, earthquake, war, embargo, invasion or hostilities, terrorist acts, riot, national emergency, revolution, insurrection, epidemic, or strike (each a “Force Majeure Event”).  Participant’s economic hardship or changes in market conditions are not considered Force Majeure Events.  In the event of any Force Majeure Event, the parties shall use commercially reasonable and diligent efforts to end the failure or delay of their performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this Agreement. 

16.  RELATIONSHIP OF THE PARTIES.  The relationship of the parties hereto is that of independent contractors.  Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

17. GOVERNING LAW. Both parties’ obligations and all claims relating to the relationship between CLOC and Participant including but not limited to all claims in tort, contract, at law or in equity, will be governed by the laws of the State of California, without regard to conflicts of law principles. Any action to enforce any provision of this Agreement will only be brought in a court of competent jurisdiction located in Los Angeles or Santa Clara County, California.

18. ENTIRE AGREEMENT; MODIFICATIONS; SEVERABILITY. This Agreement constitutes the entire agreement regarding the subject matter contained herein and supersedes all prior or contemporaneous communications, proposals, representations, claims, and communications in all forms of media (including all instructions, invoice terms and policies), written or oral, regarding the subject matter contained herein.  No modification or amendment of this Agreement will be valid unless signed by all parties.  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any jurisdiction.  The Participant’s electronic acceptance of this Agreement shall suffice to bind the Participant hereto, and CLOC’s provision of Services to Participant shall manifest CLOC’s agreement to this Agreement.

19.  CUMULATIVE REMEDIES.  The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

20.  NOTICES.  All notices or other communications hereunder shall be in writing and addressed to the parties at the addresses set forth herein or as may otherwise be designated by the receiving party in writing.  All notices shall be delivered by personal delivery, nationally recognized overnight courier, facsimile, or certified or registered mail. 

USER TERMS OF SERVICE

(FOR ANYONE ACCESSING THE CLOC DIRECTORY)

By accessing and/or using the CLOC Directory of Legal Products and Services (the “Directory”), you agree to the following terms of use and to CLOC’s Privacy Policy (together, the “Terms”).   

1.  NETWORK AND DATA SECURITY. Access to the Directory and to CLOC’s information systems is granted solely to enable users to use the Directory in good faith and in accordance with the Terms and all applicable laws and regulations.  You represent and warrant that your use of the Directory will be in compliance with all applicable laws and regulations, that you will comply with any information and/or network security requirements imposed by CLOC, and that your access will not impair the integrity, availability or confidentiality of CLOC’s information systems, the Directory, or data stored or transmitted therein.

2.  DIRECTORY CONTENT.  You acknowledge that CLOC and/or the parties listing their information in the Directory are the sole and exclusive owners of the information listed in the Directory and that access by you to the Directory and/or to such information may be terminated at any time.

3.  PERSONAL DATA.  You will if necessary assist CLOC in complying with EU General Data Protection Regulation, including Articles 32 to 36 of the same, and any other applicable laws, to the extent that they may relate to the Services or use of the Directory. These obligations may include assisting CLOC with notifying a supervisory authority or a data subject of a data breach, ensuring any required deletion and/or return of personal data, and/or assisting CLOC with carrying out a data protection impact assessment. “Personal data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

4.  LIMITATION OF LIABILITY.    NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY NON-ECONOMIC DAMAGES OR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR ECONOMIC ADVANTAGE), REGARDLESS OF THE NATURE OF THE CLAIM OR RELIEF REQUESTED. 

5.  NO WARRANTY OR ENDORSEMENT.  THE DIRECTORY AND THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ON AN “AS-IS” BASIS.  CLOC, ITS MEMBERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  YOU ACKNOWLEDGE THAT CLOC HAS NOT INDEPENDENTLY VERIFIED THE QUALITY, QUALIFICATIONS, OR EXISTENCE OF THE SERVICES, PRODUCTS, OR PARTIES INCLUDED IN THE DIRECTORY, AND THAT CLOC MAKES NO REPRESENTATION, WARRANTY, RECOMMENDATION, OR ENDORSEMENT OF ANY KIND WITH RESPECT TO ANY INFORMATION INCLUDED THE DIRECTORY.