Please review these terms of service (“agreement”) carefully as they constitute a legal agreement between you (“customer”) and analog legalhub tech solutions pvt. Ltd. (“lawwagon”) with respect to customer’s use of the services (as defined below). By using the services, you agree to be bound by each of the terms and conditions set forth herein. If you do not agree with the terms and conditions set forth herein, you may not access, register for, or use the services.
LawWagon and customer may be referred to herein individually as a “party,” and collectively as the “parties.”
1.1. Service(s) means the amalgamation of software and support services as defined below.
1.2. Permitted Purpose means the use of the LawWagon services by the customer for: (a) Academic and/or educational research; (b) Use for the purpose of a lawful vocation or profession, or; (c) In the manner as set forth in this Agreement.
1.3. LawWagon means its registered office and includes any agents authorized by LawWagon on its behalf.
1.4. Software means the LawWagon proprietary software in any form and related documentation delivered to or downloaded by customer. The term “software” also includes any updates, upgrades or other new features, functionality or enhancements to the software provided to customer by LawWagon or its agents as part of a new purchase, through support services or otherwise. All references to the “purchase” or “sale” of software mean the granting of a license to use such software under the terms of this Agreement.
1.5. Support Services may include, depending on customer’s purchase selections, any or all of the following: product installation support and/or customer technical support and maintenance services.
1.6. Customer means any person (either an individual or a single entity) who has paid the requisite subscription fee(s) and has been given an account by way of a user-name and password to utilize the service(s) provided by LawWagon.
1.7. Subscription Term means the stated term for which subscription fee(s) has been paid as per the subscription policy laid out by LawWagon.
1.8. Subscription Fee(s) means the requisite fee(s) paid by the customer towards the use of the services offered by LawWagon as per the pricing and policy laid out by LawWagon.
2.1. Scope of Agreement: This Agreement applies to customer’s purchase and use of all services, whether directly from LawWagon or from its agents.
2.2. Authority: Each party represents and warrants to the other party that: (a) its performance under this Agreement will not violate any applicable law; (b) it is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation; (c) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (d) this Agreement has been duly executed by its authorized representative(s) and is legally binding upon it and enforceable in accordance with its terms.
3.1. Grant: Subject to payment of the applicable fee(s) and compliance with this Agreement, LawWagon grants you a limited, non-exclusive and non-transferable license to access and use the services provided by LawWagon, in the manner permitted by this Agreement. The rights granted herein are subject to the licensee's compliance with this Agreement.
3.2. Fees: The subscription fee(s) paid by the customer for the subscription term shall be considered the fee(s) for the license provided by LawWagon to the customer. All applicable taxes, including but not limited to, service tax/GST, fees and duty, if any are to be borne additionally and exclusively by the customer.
3.3. Term: The license under this Agreement shall be effective from the date that the customer accepts this Agreement or otherwise utilizes the services and ends on either, the completion of the subscription term or LawWagon’s termination of this Agreement, whichever is earlier. Any additional feature(s), content or data added by LawWagon to its services after the commencement of the term are not included in the license and available only on payment of additional fee(s) as per the subscription policy laid out by LawWagon.
4.1. Authorized Users Only: Customer agrees that only up to that number of individuals/entities for whom it has purchased the requisite licenses in accordance with this Agreement, may access and use the software (each such individual/entity, an “Authorized User”). Customer hereby agrees it is liable for the actions of all authorized users and is responsible for ensuring each authorized user complies with the terms and conditions set forth in this Agreement.
4.2. No Right to Transfer, Re-sell, or Provide Services: Customer agrees not to exploit the license commercially or use it for any purpose other than the permitted purpose(s). The customer is expressly prohibited from: (a) assigning, distributing, licensing, sub-licensing, selling, renting, leasing, granting a security interest in, or otherwise transferring any rights in or to the software; and (b) re-selling the software, using the software to provide any type of paid or unpaid services to third-parties (including, without limitation, incorporating any part of the software into a product or service customer provides to a third-party), or otherwise making the software available to third-parties, whether on a time-sharing, service provider, hosting, or other basis.
4.3. No Right to Source Code: Customer acknowledges that the source code and underlying structure and algorithms of the software are the property and proprietary trade secrets of LawWagon or its agents/licensors. The customer hereby acknowledges and accepts that: (a) no license is granted to use source code of the software and all such use is expressly prohibited; and (b) customer agrees not to; (i) modify, reverse engineer, decompile, translate, or disassemble the software, (ii) obtain or attempt to create, derive, or obtain the source code of the software, (iii) create a source code equivalent of or derivative of the software, or (iv) cause or permit any third-party to do any of the foregoing.
4.4. Use of Coded Instructions: Customer acknowledges and agrees that the software may contain coded instructions which will: (a) limit the number of users who can access the software; (b) disable some or all of the features of the software and any related electronic documentation upon the termination of the licenses granted hereunder; and (c) contain such other permissions or restrictions as may be specifically included in this Agreement. Customer agrees not to interfere with any license key mechanism in the software, or otherwise attempt to circumvent, disable or disrupt any mechanism in the software intended to audit or limit the use of the software
4.5. Other Restrictions
i. Customer agrees not to: (a) remove, alter or cover any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the software or cause or permit any third party to do any of the foregoing; (b) use the licenses and rights granted under this Agreement to design, develop or distribute a commercial product or service that competes with the software; (c) make available to any third party any analysis of the results of operation of the software, including benchmarking results, or otherwise publicly disseminate information regarding the performance of the software; or (d) use or distribute the software in violation of any applicable laws, regulations or export restrictions
ii. Customer agrees not to scrape, build databases or otherwise create permanent copies of content returned from the services offered by LawWagon
iii. Customer agrees not to, except as otherwise specifically provided by LawWagon or this Agreement, use or install the services offered by LawWagon (or permit others to do same) on a network, for online use, or on more than one device(s) at the same time
iv. Customer agrees not to misrepresent the source of ownership of LawWagon’s services
v. Customer agrees not to scrape, build databases or otherwise create permanent copies of the content returned from the services offered by LawWagon.
5.1. As between LawWagon and customer, LawWagon is and will remain the sole and exclusive owner of the software and all intellectual property rights associated therewith. Customer(s) will not take any actions inconsistent with LawWagon’s ownership of each of LawWagon’s rights in and to the software and the intellectual property associated therewith.
6.1. LawWagon will use commercially reasonable efforts to provide the support services purchased by customer in accordance with LawWagon’s policy. Customer understands that LawWagon’s ability to provide the support services are conditioned upon customer’s timely response to LawWagon’s requests for information and other inputs from customer (of any nature to the extent related to the support services). Customer hereby acknowledges and agrees LawWagon will not be in breach of this Agreement or of any order for performance delays caused primarily by customer’s failure to provide such timely response. Further, such delays will not affect customer’s payment obligations hereunder.
7.1. The term of this Agreement commences on the date set forth in the initial order (“Effective Date”) and, unless earlier terminated as provided herein, continues for the period set forth on the order or, if no such period is set forth thereon, a period of twelve (12) months (“Initial Term”). Contemporaneous with the expiration of such initial term and each successive renewal term (as defined herein), this Agreement automatically will renew for a period of twelve (12) months (each, a “Renewal Term”), unless and until terminated in accordance with the terms and conditions set forth herein (the Initial Term, together with each renewal term collectively, the “Term”). The term of each service provided hereunder will be set forth in the applicable order.
7.2. Either party may terminate this Agreement as of the end of the Initial Term or the then current Renewal Term, as the case may be, by providing the non-terminating party with thirty (30) days’ prior written notice of its intention not to renew this Agreement no later than thirty (30) days prior to the end of the Initial Term or the then current Renewal Term, as the case may be. A party may terminate this Agreement immediately in the event that: (a) there is violation of this Agreement; or (b) any misuse or overuse of the service by the customer, its employees, partners, associates, servants and agents, and no part of the subscription fee(s) would be refundable. Upon any termination or expiration of this Agreement: (i) the licenses and rights granted under this Agreement terminate effective immediately as of the date of such termination or expiration; (ii) customer agrees it will delete all software contained on customer’s systems and provide LawWagon with written certification thereof at LawWagon’s request; and (iii) customer will remain obligated to pay LawWagon, as the case may be, in accordance with Section 8 below, all fees and expenses which were incurred prior to (and on) the effective date of such termination or expiration
8.1. Quotes and Orders: Customer will issue to LawWagon, a written purchase order or other form of written or electronic communication committing to a purchase of the services. Each such purchase order must include customer’s name, address, contact information, the services purchased by, or licensed to, customer thereunder, the commercial terms and specific usage rights with respect to the services (if any), the term of the services, and such other terms as the parties may mutually agree. No purchase order is binding on LawWagon unless and until it is accepted by an authorized representative of LawWagon, (each such accepted purchase order, an “order”). Except as expressly agreed to in writing by LawWagon’s authorized representative or otherwise provided herein, any terms or conditions in any purchase order or other communication from customer that conflict, modify, or add to the terms and conditions hereof are hereby rejected and are null, void, and of no legal effect, and any failure to object thereto is not an acceptance thereof, nor will it constitute a waiver of the terms and conditions hereof. Notwithstanding the foregoing, if customer issues a purchase order based on a written quote from LawWagon, specifying pricing terms, form of payment, timing of payment, and/or quantity, configuration, or other description of the services (each a “Quote”), customer will be deemed to have accepted such terms, including, without limitation, any such terms that conflict with, modify, or add to the terms of this Agreement, and this Agreement is explicitly made subject to such terms of such Quote.
8.2. Payment Terms: In consideration of the rights granted to customer under this Agreement, customer will pay to LawWagon, as applicable, the fees set forth in each order in accordance with the terms of this Section 8.2. All fees and expenses are due and payable in Indian Rupees (INR); if payable to LawWagon, net thirty (30) days from the date of invoice, unless otherwise stated by LawWagon in writing. Any amounts not paid to LawWagon when due will accrue interest at the rate of two percent (2%) per month, or the maximum amount permissible as per law, if lower. In the event that any payment is more than thirty (30) days past due, LawWagon may suspend the services (including access to the software) without incurring any liability to customer. Despite any such suspension, customer acknowledges and agrees it will be required to pay all fees and expenses due and payable until this Agreement is terminated in accordance with the termination provisions set forth herein. In the event that any payment is more than sixty (60) days past due, customer is responsible for, and agrees to pay, LawWagon’s reasonable costs and expenses of collection, including, but not limited to, court and lawyers’/attorneys’ fees and expenses.
9.1. Unless otherwise agreed to in writing, all services will automatically be deemed accepted upon delivery. Customer shall have no right to return any services acquired.
10.1. Except to the extent expressly set forth herein, the services are provided “as is” and “as available” and without representation or warranty of any kind, except to the extent expressly set forth herein, to the maximum extent permitted by applicable law, LawWagon disclaims any and all representations and warranties, whether oral or written, express or implied, including (without limitation) any warranty as to merchantability, fitness for a particular purpose or use, title, or non-infringement. LawWagon does not warrant the services will meet customer’s requirements nor does it give any warranty about the results that may be obtained by using the services. Customer expressly acknowledges and agrees the services may rely upon third-party software for certain functions and, except as set forth expressly herein, LawWagon makes no representation, warranty, promise or guarantee to customer that such software will be error free, accomplish a specified purpose or perform in accordance with any particular standard, level or metric and LawWagon will not be liable to customer for any failure thereof. Customer acknowledges and agrees the services are not intended to replace customer’s professional skills or judgement. Customer’s use of the services is at customer’s own risk, and customer assumes all liability for outcomes based thereon.
10.2. LawWagon is not associated in any manner with the Central Government of India, or the State Governments in India, the Supreme Court of India, any High Court of India or any other Court/Forum/Tribunal in India or their agents and functionaries. Any data offered as a part of LawWagon service is based on publicly available data from third-party websites.
11.1. Under no circumstances will LawWagon be responsible for any indirect, special, incidental or consequential damages resulting from the access, use or malfunction of LawWagon’s services, including but not limited to damage to property, loss of goodwill, computer failure or malfunction, loss of profit, revenue, or for costs or expenses arising from such damage or loss.
11.2. This limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
12.1. Customer hereby acknowledges and agrees that the terms, conditions and restrictions set forth in Section 4 and Section 5 above are reasonably necessary for the protection of LawWagon’s business and goodwill, and that any breach or threatened breach by customer of any of such terms, conditions or restrictions will cause LawWagon substantial and irreparable harm for which monetary damages alone will not be adequate; and accordingly, that in the event of such a breach or threatened breach, LawWagon has the right to seek immediate injunctive relief and/or specific performance, in addition to any other remedies available at law or in equity.
13.1. The customer shall fully indemnify and hold LawWagon, its agents and/or affiliates harmless for all costs, damages, losses and expenses (including all reasonably incurred legal expenses) whether arising in contract, tort, under applicable statute (including in each case negligence) or otherwise incurred by LawWagon , its agents and/or affiliates which arise in connection with any misuse or overuse by the customer or any user or any other third party through the customer’s user-name of LawWagon’s services or any part of the services, or otherwise in connection with any breach by the customer of these terms and conditions.
14.1. This Agreement shall be governed by and construed and enforced in accordance with Indian Law.
15.1. This Agreement and each order, if and as applicable, constitute the entire agreement between customer and LawWagon regarding the subject matter hereof and supersede any other communications with respect to the services, and there are no promises, terms, conditions or obligations, oral or written, express or implied, between customer and LawWagon relating to the subject matter hereof other than those contained herein. This Agreement may be modified by LawWagon from time to time, which modifications are effective once posted on www.lawwagon.com (the “Site”). Customer acknowledges and agrees the rights to use the services for which it is contracting hereunder is neither contingent on the delivery of any future functionality or features or the delivery of any other services nor is it dependent on any oral or written public comments made by or on behalf of LawWagon regarding future functionality or features. If purchased by customer, professional services are provided by LawWagon separate and distinct from the software and are not required for customer’s use or enjoyment of the software.
16.1. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. Failure by a party to insist upon performance by the other party of any of its obligations under this Agreement will not constitute a waiver of the right to enforce its rights with respect to the same or any other provision. No waiver of any right or remedy with respect to any occurrence or event shall be deemed a waiver of such right or remedy with respect to such occurrence or event in the future.
17.1. As per the terms and conditions set forth in this Agreement, the customer understands that all the information and data displayed on the Site are aggregated by LawWagon and its agents from multiple public sources. This aggregation of public data is conducted through proprietary techniques and/or technologies that LawWagon has developed primarily to conduct its business; and as such, LawWagon reserves all rights over this aggregated data and information.
17.2. The customer understands that upon termination of the licence as set forth in this Agreement, or on the expiry of the subscription term; whichever is earlier, the customer will not be able to receive any further information/updates or data or service through LawWagon, or its agents and/or authorized representatives. The customer also hereby acknowledges and understands that by discontinuation of service(s) offered by LawWagon, the customer will not be able to utilize the service(s) offered by LawWagon.
18.1. A customer and/or user needs to provide certain information in order to efficiently utilize the service(s) offered by LawWagon. This information may include, but is not limited to, information on cases added to a customer(s) and/or user's account, tasks to be done, additional documents in connection therewith etc.
18.2. As per our policy, customers and/or users of our software applications, websites, products and services are anonymous to us, and we have no feasible ways to identify them. However, certain categories of data may be collected by LawWagon when the customer uses our applications and services, and some of this information may be considered “personal data” as per law. LawWagon will not access or use the information provided by the customer(s) except as necessary to maintain or provide the service, or to improve their experience, or as necessary to comply with the law or a binding order of a governmental body. The exact categories of data we collect, why we collect it, and the customers opt-out choices depend on the application or service(s) they use.
19.1. In the event legal action is required to enforce or interpret any terms and conditions of this Agreement, the prevailing party in such legal action will recover all reasonable costs and expenses, including lawyer’s/attorneys’ fees, incurred in connection with such action.
20.1. LawWagon shall not be liable for failure to perform its/their obligations if the failures result from an act of God, an act of Government, other authorities or statutory undertakings, fire, explosion, accident, power failure, equipment or system(s) failure, industrial dispute or anything beyond the LawWagon’s control.
21.1. All disputes relating to this Agreement and its terms and conditions and/or claims arising therefrom shall be subject exclusively to the jurisdiction of the Courts/Forums/Tribunals at New Delhi, India only.
22.1. The customer acknowledges and agrees that by clicking on “I Agree” or “I Accept” anywhere on the Site or by otherwise agreeing to the terms and conditions set forth in any agreement posted on the Site: (a) customer agrees to conduct electronically the particular transaction into which it is entering; (b) customer read, understands and agrees to be bound by the electronic copy of electronic contracts, notices and records to which it is agreeing, including, without limitation, this Agreement; (c) customer is capable of printing or storing a copy of electronic records of agreements to which it is agreeing including, without limitation, this Agreement; and (d) customer agrees to receive electronically information about the agreements to which it is agreeing including, without limitation, this Agreement.