2022世界杯32强抽签时间 legal terms

this terms of service (this "agreement") governs your purchase and ongoing use of the services. 

by accepting this agreement, either by clicking a box indicating your acceptance or by executing or electronically accepting an order form that references this agreement, you agree to the terms of this agreement. if you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this agreement, in which case the terms "you" or "your" shall refer to such entity. if you do not have such authority, or if you do not agree with this agreement, you must not accept this agreement and may not use the services. 

you may not access the services or accept this agreement if you are a direct competitor of 2022世界杯32强抽签时间 . additionally, you may not access the services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. 

this agreement is effective between you and 2022世界杯32强抽签时间 as of the date you accept this agreement, or upon an update of this agreement by 2022世界杯32强抽签时间 in accordance with the terms set forth herein (the "effective date").

1. definitions

in addition to terms defined elsewhere in this agreement, whenever used in this agreement with the initial letter capitalized, the following terms will have the following specified meanings:

1. "affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "control," for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
2. "analytics" means the results, data, and related reports generated by or based upon your use of the services and/or users' use of the services or your data.
3. "2022世界杯32强抽签时间 " means 2022世界杯32强抽签时间 incorporated, a delaware corporation having a mailing address of 182 howard street #830, san francisco, ca 94105.
4. "confidential information" has the meaning ascribed to it in section 5.
5. "contract term" means the subscription period for the services as specified in an order form beginning on the start date.
6. "documentation" means 2022世界杯32强抽签时间 's user manuals, help files or other documentation describing the operation of the services, accessible within the 2022世界杯32强抽签时间 website at //www.atelimited.com (or successor location), as may be updated by 2022世界杯32强抽签时间 from time to time.
7. "feedback" means any requests for enhancements, suggestions, comments or other feedback regarding the services that you provide to 2022世界杯32强抽签时间 .
8. "fees" means the amounts payable by you to 2022世界杯32强抽签时间 for user subscriptions or other agreed upon charges as stated in the applicable order form.
9. "intellectual property rights" means any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
10. "laws" means all applicable laws, regulations, statutes, rules, orders and other requirements of any applicable international, federal, state or local governmental authority.
11. "malicious code" means viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents, programs, or the like.
12. "order form" means the ordering documents for your purchase of subscriptions to the services hereunder, including addenda thereto, that are signed or electronically delivered by you and accepted by 2022世界杯32强抽签时间 from time to time. order forms shall be deemed incorporated herein by reference.
13. "services" means 2022世界杯32强抽签时间 's document creation tools, legal advice tools and any related features, including the online platform provided via the website //www.atelimited.com and other designated applications (including, without limitation, 2022世界杯32强抽签时间 's mobile and desktop applications) that you order as services under an order form. "services" includes analytics and all add-on features and activity based features.
14. "taxes" means taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction.
15. "users" means individuals authorized and identified by you for whom you have purchased subscriptions to the services. "committed users" means the number of users identified in the order form for whom you agree to pay subscription fees during the contract term. you are responsible for payment of fees for all committed users for the duration of the contract term. "additional users" means users added by you during the contract term over and above the number of committed users. where "users" alone is used herein, it shall refer to both committed users and additional users.
16. "you" or "your" means the company or other legal entity for which you are accepting this agreement, and any of your users and/or affiliates.
17. "your data" means all electronic data or information submitted or uploaded by you or your users in connection with the services, including the collateral and any data or information supplied by you to 2022世界杯32强抽签时间 via your third party business applications or services.

2. license

1. contract term license during the contract term, subject to the terms and conditions of this agreement, the applicable order form and your payment of fees, 2022世界杯32强抽签时间 hereby grants to you a nonexclusive, non-transferable, non-sublicensable, revocable and limited license to: (a) access and use the services; and (b) use, access and reproduce the documentation and analytics for internal business purposes.
2. users unless otherwise specified in the applicable order form, services are purchased as user subscriptions and may be accessed by no more than the specified number of committed users in an order form, provided that additional user subscriptions may be added by you via the services, pursuant to the terms of, and at the fees specified for additional users in, the order form.
3. proprietary rights as between the parties and subject to the license grants under this agreement, (a) 2022世界杯32强抽签时间 owns all right, title and interest in and to the services, the documentation, the analytics and any and all intellectual property rights embodied therein; and (b) you or your users, as applicable, own all right, title and interest in and to all your data and any and all intellectual property rights embodied therein. each party reserves all rights not expressly granted in this agreement, and no licenses are granted by 2022世界杯32强抽签时间 to you under this agreement, whether by implication, estoppel or otherwise, except as expressly set forth in this agreement.

3. your obligations

1. you will: (i) use commercially reasonable efforts to prevent unauthorized access to or use of the services, and notify 2022世界杯32强抽签时间 promptly of any such unauthorized access or use and (ii) use the services and analytics only in accordance with the documentation and all applicable laws. you will not: (1) make the services available to any third party other than designated users; (2) make the services available to any of your affiliates without the express prior written consent of 2022世界杯32强抽签时间 ; (3) sell, resell, rent, lease, modify, translate or create derivative works of the services; (4) decompile, reverse engineer or reverse assemble any portion of the services, or attempt to discover any source code or underlying ideas or algorithms of the services; (5) access the services in order to build a competitive product or service, or copy any features, functions or graphics of the services, or otherwise use the service outside of the scope expressly licensed herein; (6) use the services to store or transmit material in violation of third party privacy rights; (7) use the services to store or transmit malicious code; (8) interfere with or disrupt the integrity or performance of the services or third party data contained therein; or (9) attempt to gain unauthorized access to the services or their related systems or networks. the documentation may include additional restrictions or limitations to the use of the services, and you agree to comply with any such restrictions or limitations. 2022世界杯32强抽签时间 reserves the right, without limiting any other right or remedy available at law, in equity, or under this agreement, to immediately suspend your access to and use of the services and/or immediately terminate this agreement and/or any order form then in effect if 2022世界杯32强抽签时间 determines, in its sole discretion, that you are violating (or have violated) any provision set forth in this section.
2. subject to the terms and conditions of this agreement, you may offer our services to your users; provided that any such user who activates a 2022世界杯32强抽签时间 membership agrees to be bound by our terms of service and privacy policy, posted at //www.atelimited.com and as amended from time to time. at least thirty (30) calendar days prior to the first day the services are to be offered to the users, you will provide 2022世界杯32强抽签时间 with timely and reasonable access to your relevant data, information, systems and personnel, including the following personally identifiable information of your users: (i) full name, (ii) email address and (iii) phone number. you hereby acknowledge and agree that 2022世界杯32强抽签时间 's performance of delivering the services is dependent upon the timely satisfaction of your responsibilities hereunder.

4. fees and payment

1. fees. you will be charged fees for users as stated in the order form. except as otherwise specified herein or in an order form, your obligation to pay all fees is non-cancelable, and fees paid are non-refundable.
2. fee increases. 2022世界杯32强抽签时间 , in its discretion, reserves the right to increase fees for services at any time, provided that 2022世界杯32强抽签时间 will not increase the fees during the initial contract term stated in an order form. you acknowledge that 2022世界杯32强抽签时间 may, from time to time, add additional features or functionalities to the services that 2022世界杯32强抽签时间 does not make generally available without payment of additional fees, and that your access to and use of such additional features and functionalities may require payment by you of additional fees.
3. payment terms. you will pay fees via credit card or by other payment type specified in the applicable order form. if you are making payments of fees via credit card, you agree to provide accurate payment information, and hereby authorize 2022世界杯32强抽签时间 to charge such credit card for all fees set forth in an applicable order form for the contract term (and any renewal thereof). for payment of fees by any method other than credit card (for example, check, wire transfer or ach), 2022世界杯32强抽签时间 shall invoice you for fees in accordance with the terms stated in the applicable order form. unless otherwise stated in the applicable order form: (a) fees for committed users and associated add-on features shall be charged or billed in advance, in their entirety, for the initial contract term and again upon any renewal thereof; (b) fees for additional users and add-on features elected by you during the contract term shall be charged or billed on a periodic basis in accordance with the payment frequency set forth in the applicable order form. if you fail to make a payment when due, upon ten (10) days written notice to you, 2022世界杯32强抽签时间 reserves the right to suspend services to you and your users until such payment is made and your account is restored to good standing.
4. taxes. unless otherwise stated in an order form or invoice, the fees do not include any taxes. you are responsible for paying all taxes (except those based on 2022世界杯32强抽签时间 's income) associated with the services purchased hereunder, and will pay, indemnify and hold 2022世界杯32强抽签时间 harmless from any taxes and any costs associated with the collection or withholding thereof, including penalties and interest. if 2022世界杯32强抽签时间 has the legal obligation to pay or collect taxes for which you are responsible under this section 4.d, the appropriate amount shall be invoiced to and paid by you unless you provide 2022世界杯32强抽签时间 with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. confidentiality

1. confidential information. as used herein, "confidential information" means all confidential information disclosed by a party (the "disclosing party") to the other party (the "receiving party"), whether orally or in writing, that is designated as confidential or the receiving party knows or should know, given the facts and circumstances surrounding the disclosure of the information by the disclosing party, is confidential information of the disclosing party. confidential information includes, but is not limited to, the terms of this agreement. without limiting the foregoing, 2022世界杯32强抽签时间 's confidential information includes the services, documentation, and analytics, and your confidential information includes your data. confidential information does not include information that: (a) is in or enters the public domain without breach of this agreement through no fault of the receiving party; (b) the receiving party can reasonably demonstrate was in its possession prior to first receiving it from the disclosing party; (c) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the disclosing party's confidential information; or (d) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. except as otherwise permitted in writing by the disclosing party, the receiving party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) not use any confidential information of the disclosing party for any purpose outside the scope of this agreement; and (iii) limit access to confidential information of the disclosing party to those of its employees, contractors and agents who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein. notwithstanding any terms to the contrary in this agreement, in the event you provide 2022世界杯32强抽签时间 with feedback, you hereby grant to 2022世界杯32强抽签时间 an irrevocable, fully-paid up, non-exclusive, royalty-free, perpetual and worldwide license to use, reproduce, distribute, create derivative works of, publicly perform, publicly display and otherwise fully exercise and exploit such feedback in any medium or format, whether now known or later developed.
2. compelled disclosure. notwithstanding the foregoing, the receiving party may disclose the disclosing party's confidential information if it is compelled to do so by law or in connection with other legal proceedings involving the disclosing party, provided that the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) so as to permit the disclosing party a reasonable opportunity to prevent such disclosure. if the receiving party is compelled by law to disclose the disclosing party's confidential information as part of a civil proceeding to which the disclosing party is a party and the disclosing party is not contesting the disclosure, the disclosing party will reimburse the receiving party for its reasonable cost of compiling and providing secure access to such confidential information. in the event 2022世界杯32强抽签时间 is obligated to respond to a third party subpoena or other compulsory legal order or process with respect to your data, you will promptly reimburse 2022世界杯32强抽签时间 for all reasonable attorneys' fees, as well as employees' time and materials, at 2022世界杯32强抽签时间 's then-current hourly rates, incurred in connection with such response.
3. privacy. you acknowledge that information that you submit to 2022世界杯32强抽签时间 in connection with the services will be handled in accordance with 2022世界杯32强抽签时间 's privacy policy (located at //www.atelimited.com//www.atelimited.com/privacy.rlor successor url).
4. statistical information. notwithstanding anything to the contrary in this agreement or elsewhere, 2022世界杯32强抽签时间 may monitor your use of the services, analyze your data, and compile statistical and performance information related to the provision and operation of the services. 2022世界杯32强抽签时间 may use such statistical and performace information for any lawful purpose and make such statistical and performance information publicly available in an anonymized and aggregated manner, provided that such information does not incorporate identifiable your data and/or your confidential information. 2022世界杯32强抽签时间 retains all intellectual property rights in such statistical and performance information.

6. representations and warranties

1. 2022世界杯32强抽签时间 warranties. 2022世界杯32强抽签时间 warrants that: (a) it has the legal power to enter into this agreement, and doing so will not violate any other agreement to which 2022世界杯32强抽签时间 is a party; (b) the services shall perform materially in accordance with the documentation; (c) the functionality of the services will not be materially decreased during a contract term; and (d) to its knowledge, all participating attorneys made available to users will be licensed and in good standing in the state in which the user has requested legal advice. your sole and exclusive remedy for any breach of the foregoing is to terminate the applicable order form and/or this agreement; provided that you first provide 2022世界杯32强抽签时间 with timely written notice of, and a reasonable opportunity to cure, such breach, prior to any such termination.
2. your warranties. you warrant that: (a) you have the legal power to enter into this agreement, and doing so will not violate any other agreement to which you are a party; (b) you will not transmit any malicious code in connection with the services; (c) you have the right and authority and have obtained all necessary consents required to use your data in connection with the services; (d) your data shall not infringe the intellectual property rights or any other right of any third party; (e) except as otherwise stated in the order form, the number of committed users you have reported to 2022世界杯32强抽签时间 represents a good faith estimate of the actual number of service providers (i.e. employees and/or contractors) in your company and (f) you will comply with all applicable laws in your performance of this agreement.
3. disclaimer. 2022世界杯32强抽签时间 provides information and software only. 2022世界杯32强抽签时间 is not a "lawyer referral service" and does not provide legal advice or participate in any legal representation. 2022世界杯32强抽签时间 is not a law firm or a substitute for an attorney or law firm. except as expressly provided herein, 2022世界杯32强抽签时间 makes no warranties of any kind, whether express, implied, statutory or otherwise, and 2022世界杯32强抽签时间 specifically disclaims all implied warranties, including, without limitation, any warranties of merchantability, title, noninfringement, fitness for a particular purpose, or warranties that may arise by operation of law. without limiting the foregoing, 2022世界杯32强抽签时间 does not make any warranties that the services are free from any bugs, errors or omissions. the services are provided "as-is" without any warranty and 2022世界杯32强抽签时间 will not be responsible for any loss of your data (or any data related thereto). the foregoing disclaimers will apply to the maximum extent permitted by applicable law.

7. indemnity

1. indemnity claims. you will defend, indemnify and hold 2022世界杯32强抽签时间 and its directors, officers, employees, suppliers, consultants, contractors and agents harmless from and against any and all actual or threatened claims, suits, actions or proceedings, including all related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including but not limited to reasonable attorneys' fees) (collectively, "claims") arising out of or relating to: (a) your breach of this agreement or any representation or warranty made by you herein; (b) your negligence or willful misconduct; or (c) any violation of any law by you.
2. procedure. with respect to your indemnity obligations arising hereunder, 2022世界杯32强抽签时间 shall promptly notify you when it becomes aware of any claim, provided that any delay in providing such notice shall not relieve you of your indemnity obligations under this agreement unless, and only to the extent, you were prejudiced by the delay. 2022世界杯32强抽签时间 shall reasonably cooperate with you in the defense of such claim at 2022世界杯32强抽签时间 's expense. 2022世界杯32强抽签时间 may participate in the defense at its option and expense; provided that you shall have the right to control the defense and all negotiations relative to the settlement of any such claim, including without limitation selection of counsel, and provided further that no settlement imposing any affirmative or negative obligations on the part of 2022世界杯32强抽签时间 , including any settlement that includes (a) admission of liability or wrongdoing by 2022世界杯32强抽签时间 ; (b) payment of any amounts not covered by your indemnity obligations; (c) actions that affect 2022世界杯32强抽签时间 's intellectual property rights, may be made without the express written consent of 2022世界杯32强抽签时间 , which may be withheld in the sole discretion of 2022世界杯32强抽签时间 ; and provided further provided that in conducting such defense or settling such claim or action, you shall not disclose or use in an improper or manner not authorized under this agreement the confidential information of 2022世界杯32强抽签时间 without 2022世界杯32强抽签时间 's prior written consent.

8. limitations of liability

1. exclusion of consequential and related damages. in no event will 2022世界杯32强抽签时间 be liable to you or any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, loss of your data (or any data related thereto) or any interruption of business, or for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of or in connection with this agreement or the services, regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if 2022世界杯32强抽签时间 has been advised or is otherwise aware of the possibility of such damages. the foregoing disclaimer will apply to the maximum extent permitted by applicable law. you agree that the consideration which 2022世界杯32强抽签时间 is charging hereunder does not include consideration for assumption by 2022世界杯32强抽签时间 of the risk of your incidental or consequential damages.
2. limitation of liability. in no event will 2022世界杯32强抽签时间 's total liability arising out of or related to this agreement exceed the aggregate of the amounts paid by you to 2022世界杯32强抽签时间 during the twelve (12) months preceding such claim. multiple claims will not expand this limitation. the foregoing disclaimer will apply to the maximum extent permitted by applicable law. the parties acknowledge that the limitations set forth in this section are integral to the amount of fees charged in connection with making the services available to you, and that, were 2022世界杯32强抽签时间 to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher.

9. term and termination

1. term of agreement. the term of this agreement will commence on the effective date and, unless earlier terminated in accordance with this agreement, will continue for the duration of any contract term set forth in an applicable order form. except as otherwise specified in the applicable order form, all contract terms shall automatically renew for additional periods equal in duration to the expiring contract term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant contract term.
2. termination. either party may terminate this agreement or any individual order form as follows: (a) for cause if the other party breaches this agreement or an order form and does not remedy such breach within thirty (30) days after its receipt of written notice of such breach; (b) immediately if the other party: (i) terminates its business activities or becomes insolvent; (ii) admits in writing to the inability to pay its debts as they mature; (iii) makes an assignment for the benefit of creditors; or (iv) becomes subject to direct control of a trustee, receiver or similar authority; or (c) in the case of 2022世界杯32强抽签时间 , immediately if you do not pay the fees when due as described in section 4.
3. termination for change of law. either party may terminate this agreement, without liability to the other, in the event of judicial, regulatory or legislative change rendering performance by such party of this agreement impossible or illegal, provided that the party seeking to exercise such termination right shall provide the other with at least thirty (30) calendar days' prior written notice or, if such judicial, regulatory or legislative change necessitates such party to terminate this agreement upon less than thirty (30) calendar days' prior written notice, such party shall give as much notice of termination as is reasonably possible in the circumstances.
4. effect of termination. upon any expiration or termination of this agreement: (a) your right to use the services shall cease, and 2022世界杯32强抽签时间 shall have no further obligation to make the services available to you or your users; (b) except as otherwise expressly stated herein, all rights and licenses granted to you under this agreement will immediately cease; (c) except as provided in this section 9, 2022世界杯32强抽签时间 will have no obligation with respect to any of your data; and (d) you will pay any unpaid fees payable for the remainder of the contract term under any applicable order form in effect prior to the termination date.
5. survival. the following provisions will survive any expiration or termination of this agreement: sections 1 (definitions), 4 (fees and payment), 5 (confidentiality) 6 (representations and warranties), 7 (indemnity), 8 (limitations of liability), 9.d (effect of termination), 9.e (survival), 9.f effect of termination on users and 10 (miscellaneous).
6. effect of termination on users. upon the expiration or earlier termination of the contract term, 2022世界杯32强抽签时间 will use commercially reasonable efforts to ensure continuity of services to the users so long as users agree to enter into a new membership for services directly with 2022世界杯32强抽签时间 .

10. miscellaneous

1. employment retirement income security act. you are responsible for complying with the employee retirement income security act (29 uscs § 1002 et seq.) should it apply to your provision of the services to the users as an employee benefit.
2. marketing. both parties agree that either party may publicly refer to the other, orally and in writing, as a customer/vendor of the other and may publish the other's name and/or logo on its website or promotional materials. in addition, company shall participate in press releases, case studies and other promotional activities as reasonably requested by company. any other reference to either party by the other, including without limitation any press release, requires the written consent of the party being referred to.
3. notices. any notice or communication required or permitted to be given hereunder must be in writing, signed or authorized by the party giving notice, and may be: (a) delivered by hand, deposited with an overnight courier; (b) sent by confirmed email or confirmed facsimile (except that neither email nor facsimile shall be deemed sufficient for notices of breach, termination, or an indemnifiable claim); or (c) mailed by registered or certified mail, return receipt requested, postage prepaid, to the following:

   
   in your case, to the address, mail address and/or facsimile contact information set forth within your 2022世界杯32强抽签时间 account.

   
   in the case of 2022世界杯32强抽签时间 , to 2022世界杯32强抽签时间 incorporated, attn: legal department, 182 howard street #830, san francisco, california, 94105, u.s.a. email: legal@rocketlawyer.com.

4. governing law; venue. this agreement will be governed by and construed in accordance with the laws of the state of california, without regard to its conflict of law principles. the parties irrevocably consent to the jurisdiction of the state and federal courts in san francisco county, california for the resolution of any disputes or conflicts arising out of or related to this agreement.
5. assignment. neither this agreement nor any right or duty under this agreement may be transferred, assigned or delegated by you, by operation of law or otherwise, without the prior written consent of 2022世界杯32强抽签时间 . this agreement may be assigned or transferred by 2022世界杯32强抽签时间 without consent. subject to the foregoing, this agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
6. relationship of parties. neither party will, for any purpose, be deemed to be an agent, franchisor, franchisee, employee, representative, owner or partner of the other party, and the relationship between the parties will solely be that of independent contractors.
7. severability. if any provision of this agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this agreement is not affected in any manner adverse to any party. upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner which ensures that all transactions contemplated hereby are fulfilled.
8. no waiver. no failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or affect any other right or remedy. all rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. the waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this agreement.
9. entire agreement; updates and revisions; counterparts. this agreement, together with each order form, constitute the entire agreement between you and 2022世界杯32强抽签时间 regarding the subject matter hereof, superseding all other agreements between them, whether oral or written. 2022世界杯32强抽签时间 may update or revise this agreement from time to time in its sole discretion, and 2022世界杯32强抽签时间 recommends that you review this agreement on a regular basis. the most current version will be posted on the website located at //www.atelimited.com. your continued use of the services after any update or revision to this agreement constitutes your acceptance of the agreement updates or revisions. order forms governed by this agreement may be executed in one or more counterparts, each of which when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. a facsimile or electronic signature is deemed an original signature for all purposes under this agreement and any order form.