GENERAL TERMS AND CONDITIONS FOR USE OF THE ONLINE SERVICES
GRANTING OF RIGHTS AND RESTRICTIONS ON USE
You and your Authorized Users as defined hereinafter (Section 2.1) are granted a nonexclusive, nontransferable, limited right to access and use for research purposes the Online Services and Materials made available to you. The rights granted to each Authorized User are as follows:
The terms and conditions listed herein govern use of the online services (the "Online Services") and materials ("Materials") available therein provided by UniCourt Inc. ("UniCourt"). The terms "you" and "your" in uppercase or lowercase shall mean the entity (e.g. company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with UniCourt. The "Subscription Agreement" shall also consist of, and include, these General Terms and Conditions, Online Privacy Statement, Public Records Privacy Statement and any applicable transactional rate schedule applicable to you (the "Price Schedule").
The right to email, fax, download or make printouts using the commands of the Online Services and the right to create printouts of Materials accessed or downloaded by any other means (collectively "Authorized Printouts");
With respect to Materials that are court cases, court rules, court briefs, agency issued documents, agency regulations or executive branch materials from the United States, its states, local governments, or territories (collectively "Authorized Legal Materials"), the right to download using the commands of the Online Services and store in machine readable form, primarily for that Authorized User’s exclusive use, copies of insubstantial portions of those Authorized Legal Materials included in any individually searchable file or content source in the Online Services to the extent the storage of those Authorized Legal Materials is not further limited or prohibited by the terms hereinafter stated. The storage may continue so long as the Authorized Legal Materials are needed for purposes contemplated under the Subscription Agreement;
Notwithstanding anything to the contrary herein, the right to:
Excerpt or quote insubstantial portions of Materials in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law; and
Distribute Authorized Printouts to persons who are not Authorized Users on an occasional, infrequent basis as permitted by applicable copyright law; and
For the avoidance of doubt, downloading and storing Materials in an archival database is prohibited for all of the Online Services and the Materials that are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Online Services for any purpose whatsoever. If you nevertheless access and use the Online Services or Materials without authorization, you will be liable to UniCourt for any breach of the General Terms and Conditions as well as for unauthorized access and payment for use at the rates in the applicable Price Schedule.
To the extent permitted by applicable copyright law and not further limited or prohibited herein, you and your Authorized Users may make copies of Authorized Printouts and distribute Authorized Printouts and copies.
Except as specifically provided in Section 1.1 and Section 1.2, you and your Authorized Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Online Services. You may not exploit the goodwill of UniCourt, including its trademarks, service marks, or logos without the express written consent of UniCourt. Additionally, under no circumstances may you or any Authorized User offer any part of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials to compete with the business of UniCourt.
All right, title and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and Materials in any medium belongs to UniCourt or its third party suppliers of Materials. Neither you nor your Authorized Users acquire any proprietary interest in the Online Services, Materials, or copies thereof, except the limited rights granted herein.
Neither you nor your Authorized Users may use the Online Services or Materials in any fashion that infringes the intellectual property rights or proprietary interests of UniCourt or any third party. Your use of the Online Services and Materials must comply with all applicable laws, rules or regulations.
Neither you nor your Authorized Users may remove or obscure the copyright notice or other notices contained in the Materials.
Neither you nor your Authorized Users may use information included in the Online Services or Materials to determine an individual consumer's eligibility for:
Credit or insurance for personal, family, or household purposes;
A government license or benefit.
The term "consumer" is defined in the United States Fair Credit Reporting Act at 15 USC §1681.
Other provisions that govern use of the Materials are set forth in the applicable Price Schedule, the Online Privacy Statement, the Public Records Privacy Statement, online descriptions of files, online notice provisions, and individual documents retrieved from the Online Services (collectively the "Additional Terms"), all of which are incorporated by reference into the Subscription Agreement.
Neither You nor your Authorized Users may use the information included in the Online Services and Materials for the purpose of marketing and offering debt settlement, debt negotiation, or debt resolution services. For the purposes stated herein, debt settlement, debt negotiation, or debt resolution services are services primarily engaged in the renegotiating, settling, or in any way changing a person’s debt to a creditor or debt collector, and does not include bankruptcy services.
ACCESS TO SERVICES
Only your employees, temporary employees, students, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Online Services and Materials ("Eligible Persons"). Without limitation, external professional service providers such as attorneys, accountants, outsourcers and public relations firms are specifically excluded from being Eligible Persons. The term "Authorized User" means an Eligible Person whom you have identified to UniCourt for purposes of accessing Online Services and Materials. You agree that UniCourt’s Online Services and Materials may only be used by an Authorized User, and may not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will promptly deactivate any Authorized User’s access use if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User’s access to the Online Services. You are responsible for all use of the Online Services and Materials accessed by your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable commercial efforts to prevent unauthorized use by your Authorized Users and/or any unauthorized user and will promptly notify UniCourt, in writing, if you suspect that your Authorized User, or any other person or entity, is misusing or compromising the use of the Online Services or Materials.
Use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by UniCourt in writing, use of the Online Services is permitted only via manually conducted, discrete, individual search and retrieval activities.
To comply with local privacy, data protection and other laws, each Authorized User is country specific and may not be used outside the country for which it is issued, except for short periods not to exceed 30 continuous days. If UniCourt suspects use of its Online Services and Materials outside the country of issue for a period in excess of 30 continuous days, UniCourt may suspend the Authorized User or require you to use and pay for the Authorized User for the relevant country. On request, UniCourt will issue a geographically compliant use authorization.
The Online Services, Materials and feature functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by UniCourt without notice.
Subject to Section 2.4 above, the Online Services may contain a feature that will allow your Authorized Users to upload information to UniCourt. This function is designed to allow your Authorized Users to save copies of Materials made available by UniCourt, as well as links to materials made available on the Internet or other documents that you or your Authorized Users’ own or otherwise have the right to upload. UniCourt represents and warrants that:
This uploaded information will be under the control of your Authorized Users; and
UniCourt will only access or otherwise utilize the content of this information in accordance with the UniCourt Online Privacy Statement. Notwithstanding the foregoing, UniCourt may access or disclose the content of the information to the extent necessary to facilitate the features and functions of the Online Services, to maintain, protect, improve, and enhance the overall quality of UniCourt’s Online Services and Materials, and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. Authorized Users are solely responsible for the content of their respective uploaded information. You represent and warrant that the Authorized Users have the right and authority to upload any and all said information that is not provided by UniCourt. Authorized Users are prohibited from uploading information that is defamatory, libelous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. In addition, Authorized Users are strictly prohibited from uploading information that is unlawful or that is considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH). You agree to indemnify, defend, and hold UniCourt harmless for any and all claims, damages, costs, fines and expenses that UniCourt may incur as a result of you or your Authorized Users’ use of any content uploaded excluding UniCourt Materials. Authorized Users are solely responsible for securing or saving the content of their respective uploaded information before the expiration or termination of the Subscription Agreement, if desired. UniCourt has no obligation to provide the information to you or your Authorized Users after the termination of the Subscription Agreement.
LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
A Covered Party as defined herein shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:
Any errors in or omissions from the Online Services or any Materials available or not included therein,
The unavailability or interruption of the Online Services, any Materials or any features thereof,
Your or an Authorized User’s use of the Online Services or Materials,
The loss or corruption of any data or equipment in connection with the Online Services,
The content, accuracy, or completeness of Materials, all regardless of whether you received assistance in the use of the Online Service from a Covered Party,
Any delay or failure in performance beyond the reasonable control of a Covered Party, or
Any content retrieved from the Internet even if retrieved or linked to from within the Online Services.
"Covered Party" means:
UniCourt and any officer, director, employee, subcontractor, agent, successor, or assign of UniCourt; and
Each third party supplier of Materials, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or third party alliance entity or any of their affiliates.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS OR THE SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO UNICOURT OR ITS THIRD PARTY SUPPLIERS.
Notwithstanding anything to the contrary in this Section 3.0:
If there is a breach of the Subscription Agreement by UniCourt, then UniCourt at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party’s claim of patent, trademark, service mark, copyright or trade secret infringement related to use of the Online Services or Materials, asserted against you by such third party provided:
All use of the Online Services and Materials was in accordance with the Subscription Agreement;
The claim, cause of action or infringement was not caused by you modifying or combining the Online Services or Materials with or into other products or applications not approved by UniCourt;
You give UniCourt prompt notice of any such claim; and
You give UniCourt the right to control and direct the investigation, defense and settlement of each such claim. You, at UniCourt’s expense, shall reasonably cooperate with UniCourt in connection with the foregoing.
In addition to Section 3.4(a), if the Online Services or the operation thereof become, or in the opinion of UniCourt are likely to become, the subject of a claim of infringement, UniCourt may, at its option and expense, either:
Procure for you the right to continue using the Online Services,
Replace or modify the Online Services so that they become non-infringing, or
Terminate the Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges.
The provisions of Sections 3.4(a) and 3.4(b) shall constitute your sole and exclusive remedy for the respective matters specified therein.
EXCEPT AS HERETOFORE SPECIFICALLY STATED, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND UNICOURT AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO:
WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, AND DELAYS;
WARRANTIES THAT ACCESS TO THE ONLINE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR FREE;
WARRANTIES AS TO THE LIFE OF ANY URL OR THIRD PARTY WEB SERVICE; AND
WARRANTIES WITH REGARD TO ANY CONTENT OR SOFTWARE THAT HAS BEEN MODIFIED IN ANY WAY BY ANYONE OTHER THAN, AND WITHOUT THE EXPRESS APPROVAL OF UNICOURT.
BY ACCESSING, BROWSING, OR USING THE ONLINE SERVICES AND MATERIALS, YOU ACKNOWLEDGE THAT:
PROVISION OF CONTENT AND SOFTWARE ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA;
THE SITE, THE ONLINE SERVICES AND MATERIALS MAY NOT SATISFY YOUR REQUIREMENTS NOT EXPRESSLY STATED IN THE SUBSCRIPTION AGREEMENT;
IN NO EVENT SHALL UNICOURT BE LIABLE, IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR:
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH USE OF THE ONLINE SERVICES AND MATERIALS, WHETHER OR NOT UNICOURT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE;
ANY CLAIM RELATING IN ANY WAY TO YOUR INABILITY OR FAILURE TO PERFORM RESEARCH OR OTHER WORK OR TO PERFORM SUCH RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY UNICOURT;
ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE AVAILABILITY OF OR INFORMATION MADE AVAILABLE THROUGH UNICOURT.
These General Terms and Conditions may be changed from time to time as described herein or by written agreement. Charges and payment terms may be changed in accordance with the terms of your Price Schedule; all other provisions may be changed by UniCourt immediately upon notice to you. If any changes are made to the Subscription Agreement, such changes will:
Only be applied prospectively; and
Not be specifically directed against you or your Authorized Users but will apply to all similarly situated UniCourt customers using the Online Services and Materials. You may terminate the Subscription Agreement upon written notice to UniCourt if any change to these General Terms and Conditions is unacceptable to you. For termination to be effective under this Section 4.1, written notice of termination must be provided to UniCourt within 30 days of the effective date of the change. Continued use of the Online Services and Materials following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right. Except as provided herein, the Subscription Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, the Subscription Agreement may not be supplemented, modified or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.
You or UniCourt may terminate the Subscription Agreement upon the expiration of the Initial Period by providing written notice to the other party thirty days (30) prior to the beginning of the Renewal Period. UniCourt may temporarily suspend or discontinue providing access to the Online Services and Materials to any or all Authorized Users in breach of the Subscription Agreement without notice and UniCourt may pursue any other legal remedies available to it.
All notices and other communications herein shall be in writing or displayed electronically in the Online Services by UniCourt. Notices shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services; or on the date received, if delivered in any other manner. Legal notices to UniCourt should be sent to UniCourt Inc. at:
UniCourt Inc., 2522 Chambers Road Suite 184 Tustin, CA 92780
The failure of you, UniCourt, or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
Neither you nor any Authorized User may assign your rights or delegate your duties under the Subscription Agreement without the prior written consent of UniCourt, which consent shall not be unreasonably withheld. The Subscription Agreement and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
UniCourt’s ability to provide the Online Services and Materials is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions ("Data Laws") and by the licenses under which it obtains Materials ("Licenses"). You acknowledge that UniCourt may perform a due diligence review of your account upon registration and that the due diligence review will be heightened if you desire to access sensitive, non-public Materials about individuals. You also acknowledge that UniCourt may perform periodic reviews of you and your Authorized Users’ use of the Online Services and Materials subject to Data Laws or Licenses ("Regulated Data") in order to comply with Data Laws and license restrictions, and that the review may include asking you or your Authorized Users to verify that use of Regulated Data was for a permissible purpose. You and your Authorized Users will cooperate with UniCourt in any such due diligence or regulatory review and will promptly produce all relevant records and documentation reasonably requested by UniCourt. All reviews will be at UniCourt’s expense. If there is any failure to cooperate with UniCourt, or if any review reveals the lack of a permissible purpose to access to UniCourt, UniCourt may deny access to the Online Services and Materials. UniCourt will be under no obligation to reduce the fees payable by you to the extent that it is unable to provide the Online Services and materials to you based solely on your noncooperation.
If you, any of your Authorized Users, or any person you or your Authorized Users permits to use the Online Services and Materials, or who gains access through an Authorized User’s failure to properly secure his or her access to the Online Services and Materials, and this results in an unauthorized or illegal use of said services and materials, then the following provisions will apply:
If required by applicable law, you will notify the individuals whose information has potentially been accessed or used that said unauthorized access and use has occurred;
You will notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required by law;
The notification will not reference UniCourt or the product through which the said data was provided, nor will UniCourt be otherwise identified or referenced in connection with the unauthorized event without the express written consent of UniCourt;
You will be solely liable for all claims that may arise from the unauthorized event caused by you, your Authorized Users or a User and you will indemnify UniCourt for any third party claims directed against UniCourt that arise from the unauthorized event; and
All notifications and indemnity claims related to the unauthorized event will be solely at your expense.
The Subscription Agreement shall be governed by and construed in accordance with the laws of the State of California regardless of the law that might otherwise apply under applicable principles of conflicts of law. All parties consent to the state courts of California, located in Orange County, California as the appropriate jurisdiction and venue for any action arising out of or related to the interpretation and/or enforcement of the Subscription Agreement.
The Subscription Agreement shall be enforced to the fullest extent permitted by applicable law. If any provision of the Subscription Agreement is held to be invalid or unenforceable to any extent, then:
Such provision shall be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent, and
Such invalidity or unenforceability shall not affect any other provision of the Subscription Agreement.
Where applicable, each affiliated company of UniCourt and each third party supplier of Materials has the right to assert and enforce the provisions of the Subscription Agreement directly on its own behalf as a third party beneficiary.
The Subscription Agreement constitutes the entire agreement of the parties, its shareholders, officers, directors, employees and assigns with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter between the same.