The Law Department Efficiency Desktop and all software and documentation relating thereto (the "Desktop"), together with all components thereof, is owned by Law Department Desktop Services, LLC, a Virginia Limited Liability Company (herein “LDDS”) and protected by United States copyright, patent, trademark and other applicable laws and international treaty provisions. Your company's rights and the rights of your personnel to access and use the Desktop and its components are limited by the terms and conditions of this LDDS Customer License Agreement (this “Agreement”).  By accessing and using your law department's customized Desktop portal, your company and personnel accept the terms and conditions of this Agreement.

 

By accepting the terms and conditions of this Agreement, LDDS grants to your company a nonexclusive, nontransferable license to access and use the Desktop for lawful business use subject to the terms and conditions herein. Your company is responsible for all activities conducted through your authorized Desktop accounts.

Under the terms of this Agreement, your company can designate and authorize third parties to access and utilize the Desktop pursuant to your directions. Any company, firm or legal entity you authorize to access the Desktop must agree to the terms of LDDS Third-Party License Agreement before using the Desktop. The Third-Party License Agreement is posted online at the LDDS website and incorporated herein by this reference.

LDDS shall not acquire by virtue of this license and makes no claim to any proprietary interest in the information or data that your company or its authorized Desktop users pass through or store in the servers supporting the Desktop Service.

 

 

The Desktop Service (“Service”) consists of an Internet browser interface to access the Desktop, data encryption, data publishing, data transmission, data access and data storage.

The server hardware, software and other equipment supporting the Service and access to the Desktop through the Internet are provided by and located at a third-party enterprise level data center, which also provide related system security, redundancy, data storage and backup. See the LDDS website for a description of Desktop-related data storage and backup procedures.

Your company is solely responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and, if applicable, paying all third-party access charges incurred while using the Service.

LDDS makes no guarantees as to the continuous availability of the Service or of any specific features of the Service. LDDS also reserves the right to change the Service at any time, without notice. To prevent unauthorized access, maintain data accuracy and ensure the correct use of information, the Service incorporates sophisticated physical, electronic, and managerial procedures to safeguard and secure the information that your company and your authorized third party users transmit or upload through the Desktop. See the LDDS website for a description of Desktop-related security measures.

 

 

The Service provided to your company is paid for by the law firms and other third-party users that you authorize to access the Desktop in performing services for your company. By this Agreement, your company authorizes LDDS to charge Desktop access fees to such third-party users in accordance with the Desktop Access Fee Schedule posted online at the LDDS website. Alternatively, your Company may elect to pay for the Desktop Service directly. Guidelines for determining the number of individual seats your law firms should have for optimal use of the Desktop are posted on the LDDS website.

 

 

Your company agrees that the Desktop name, logo, design, folder structure, templates, user instructions, built-in best practices and guidelines, supporting documentation and all source code relating thereto are the unique, valuable and proprietary property of LDDS. Your company further agrees that your company will not, nor will your company attempt to, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Desktop; modify, translate or create derivative works based on the referenced proprietary property; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the said property. Your company acknowledges that LDDS and its licensors retain ownership of all software relating to the Desktop, any portions or copies thereof, and all rights therein.

 

In using the Desktop, your company is responsible for acting in accordance with all applicable laws or regulations. Your company agrees not to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. Your company also agrees not to use the Service in any way for spamming, chain letters, junk mail, or distribution lists to any person who has not given specific permission to be included in such a process. Your company shall not improperly restrict or interfere with use of the Service (or of the Internet in general) by LDDS or its affiliates, any LDDS customer, or any third party. Upon notice from LDDS, your company shall promptly remove any hazard, interference or service obstruction that may be caused by hardware or software not provided by LDDS. Your company will use the Service in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include, without limitation, storing, distributing, or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm.

 

Communications by your company by or through the Desktop can occur in real time and in some instances may be posted on message boards, bulletin boards, or contained within file libraries. Your company acknowledges that LDDS cannot, and does not intend to, screen any communication by any Desktop user in advance for accuracy, completeness, or conformity with this Agreement or any applicable laws. Accordingly, your company acknowledges that neither LDDS, nor any of its principals, officers, affiliates, resellers, agents, content providers or Service-related providers shall assume or have any liability whatsoever to your company or any other party for any action or inaction by LDDS or any of its principals, officers, affiliates, resellers, agents, content providers or Service-related providers with respect to communications made by or through the Desktop.

 

 

It is LDDS's policy to respect the privacy of our customers and the confidentiality of their information. The LDDS Privacy & Confidentiality Policy is posted at the LDDS website and incorporated herein by reference as if set forth in full.

 

 

This Agreement will commence on the date your company accepts the terms hereof and will remain in effect thereafter until cancelled or terminated.

This Agreement shall have an initial term of one year from the date of commencement; and the Agreement will renew automatically thereafter for additional one-year terms unless otherwise cancelled or terminated.

 

 

Your company is free to cancel the Desktop Service and terminate this Agreement at any time by providing LDDS 30 days advance notice of your intention to do so.

If your company commits a material breach of any term or condition of this Agreement and fails to cure such breach with ten (10) days after receiving notice of such breach from LDDS, then LDDS shall be entitled to terminate this Agreement immediately.

Upon termination and/or cancellation of this Agreement for any reason, your company shall be solely responsible for any obligations then accrued which may include, without limitation, payment of any costs or charges that may arise in connection with such termination and payment of all access fees, if any, that your company has previously agreed to pay. Your company shall also be solely responsible for, and agrees to indemnify LDDS against, any claim for refund or otherwise relating to access fees prepaid by law firms and other third-party users you authorize to access and use the Desktop in providing services to your company.

 

In addition, upon termination and/or cancellation of this Agreement for any reason, your company agrees to immediately cease using the Desktop Service. In such event, LDDS reserves the right, upon 30 days notice to your company, to remove, purge, delete and destroy any and all information and data that exists in the terminated or cancelled account, after delivering such information and data to your company by means of industry standard media transfer. Thereafter, LDDS shall have no further obligation to your company.

 

 

Neither LDDS, its principals, officers, employees nor any other party involved in creating, producing or delivering the Service shall be liable for loss of profits or revenue, loss or inaccuracy of data, or incidental, special, consequential, punitive or indirect damages (including without limitation, the cost of any substitute procurement), resulting from your company's access to, or use of, or inability to use the Desktop Service, whether claim for such loss or damage is based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not LDDS knew of the possibility of such loss or damage resulting from the reasons indicated. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation or exclusion with respect to consequential or incidental damages may not apply.

In addition, neither LDDS, its principals, officers, employees nor any other party involved in creating, producing or delivering the Service shall be liable to your company or anyone else for any inaccuracy, error or omission in the content of the Desktop Service or any third-party services contained in or accessed through the Desktop Service; or for any loss, injury or damage caused in whole or in part by failures, delays or interruptions in the Desktop Service or other services provided by LDDS generally.

In addition, neither LDDS, its principals, officers, employees nor any other party involved in creating, producing or delivering the Service shall be liable to your company or anyone else for the termination of Service pursuant to the terms of this Agreement.

 

 

Your company is responsible for safeguarding the user names and passwords your company uses to access the Desktop Services. Your company hereby specifically authorizes LDDS to assume that any person using the Service with your company's identification and password either is your company's employee or someone authorized to act for such employee. Your company agrees to notify LDDS immediately of any unauthorized use of your user names, passwords or account or any other breach of security.

 

 

LDDS provides your company with the ability to access, and in some instances purchase goods and services provided by third parties. You will find that purchases of third party goods and/or services will often be governed by their own separate terms and conditions, which your company should review prior to making any purchase. LDDS endeavors to provide its users with access to first-class quality products and services, but does not warrant or guarantee the quality of content, products or service made available through the Desktop.

Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information or service providers and users, are those of the respective author(s) or distributor(s) and not of LDDS. LDDS neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on this website by anyone other than authorized LDDS employees acting on their official capacities. Your company understands and acknowledges that LDDS does not monitor user-contributed content for accuracy or reliability.

 

 

The Desktop website may contain links to other websites or resources. Your company acknowledges and agrees that LDDS, its principals, officers, employees nor any other party involved in creating, producing or delivering the Service is not responsible or liable for (1) the availability or accuracy of such websites or resources; or (2) the content, advertising, or products on or available from such websites or resources. The inclusion of any link to other websites or resources through the Desktop does not imply that LDDS endorses the linked site or any of its content.

 

 

The Desktop website contains copyrighted, trademarked and proprietary materials furnished by LDDS, its licensors, and others. Your company should assume that everything you see or read on the Desktop or through the Desktop Service, which was not furnished by or received for your company (such as practice area or matter templates, sound clips, photographs, illustrations, text and other materials) is copyrighted unless otherwise noted. Your company agrees not to sell, reproduce, distribute, copy, duplicate, resell, modify, re-engineer, display, publicly perform, prepare derivative works based on, repost, exploit for any commercial purpose, or otherwise use any of the Desktop content in any way for any public or commercial purpose without prior written consent of LDDS or the rights holder. Your company further agrees not to use the Desktop content on any other website or in a networked computer environment for any purpose. If your company violates any of these terms, your company's permission to use the Desktop will automatically terminate, your company must immediately destroy any copies you have made of Desktop content, and we may immediately end your authorization to use the Desktop Service.

 

 

EVERYTHING AVAILABLE AT THE DESKTOP AND THROUGH THE DESKTOP SERVICE IS PROVIDED TO YOUR COMPANY "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND. LDDS DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED NOT SPECIFICALLY PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

IN ADDITION, LDDS MAKES NO WARRANTY OR REPRESENTATION REGARDING (1) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DESKTOP OR ITS RELATED SERVICE; (2) THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE DESKTOP SERVICE; (3) ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE DESKTOP; (4) ANY TRANSACTIONS ENTERED INTO THROUGH THE DESKTOP SERVICE; OR (5) THAT USE OF THE DESKTOP OR RELATED SERVICE WILL MEET ANY USER'S PARTICULAR REQUIREMENTS; OR THAT THE DESKTOP SERVICE WILL BE UNINTERRUPTED, TIMELY, ABSOLUTELY SECURE OR ERROR FREE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOUR COMPANY FROM LDDS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

YOUR COMPANY AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND LDDS, ITS PRINCIPALS, OFFICERS AND EMPLOYEES, AFFILIATES, RESELLERS, AGENTS, PARTNERS, CONTENT PROVIDERS AND SERVICE PROVIDERS, AGAINST ANY AND ALL CLAIMS, ACTIONS, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, ATTORNEYS' FEES AND DISBURSEMENTS) ARISING FROM OR RELATING TO YOUR USE OF THE DESKTOP, OR USE BY ANY ENTITY OR PERSON AUTHORIZED BY YOU TO USE THE DESKTOP, IN ANY MANNER THAT VIOLATES THE TERMS OF THIS AGREEMENT OR OTHERWISE VIOLATES ANY LAW, RULE OR REGULATION OR THE RIGHTS OF ANY PERSON OR ENTITY.

 

 

Your company agrees that notices to your company relating to your use of the Desktop may be emailed to your company at the email address you provided when contracting to utilize the Service. You further agree to check the messages sent to the email address you provided for such notices periodically, and that any such notices will be deemed to have been received by you at the time posted and/or emailed by LDDS in this manner.

Notice to LDDS may be provided by directing such notice in writing and/or by email, with return receipt requested, to LDDS at:

 

 

Or by Email Jointly To:

 

 

 

Your company is responsible for compliance with applicable local, national and international laws in using the Desktop. The laws of the Commonwealth of Virginia shall govern this Agreement.

If any part of this Agreement is held to be unenforceable by a court of law, the unenforceable part shall be given effect to the greatest extent possible and the other provisions of this Agreement will remain in full force and effect.

This Agreement is with your company and your company may not transfer, assign or delegate your rights or responsibilities under this Agreement to anyone without the express prior written permission of LDDS. Any attempt by your company to assign, transfer or delegate your rights or responsibilities under this Agreement without the prior express written permission of LDDS shall be null and void.

This Agreement and those incorporated herein by specific reference comprise the entire agreement between your company and LDDS with respect to the use of the Desktop Service and supersedes and replaces any and all prior or contemporaneous agreements, written or oral, if any, relating to the Desktop.

LDDS reserves the right to change the terms and conditions of this Agreement at its sole discretion at any time. Notice of any such changes will be given as herein provided.

Any waiver of any provisions of this Agreement will be effective only if in writing signed by an appropriate officer of LDDS.

 

 

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