TERMS OF SERVICE FOR CASEBOOK SERVICES
Last Updated: 03/06/2024
a. Generally. These Terms of Service (collectively with any applicable Additional Terms (defined below) and each applicable Order Confirmation, the “Agreement”) set forth the terms and conditions pursuant to which Casebook and its Affiliates (“Casebook PBC,” “Casebook,” “we,” “us,” and “our”) provide our Services to Customer (defined below), and describe how the Services may be accessed and used by Customer and its End Users and Portal Users (each as defined below). Please review this Agreement carefully; as described in Section 2, this Agreement forms a binding agreement between Casebook and Customer.
b. Customer and the Services. The terms and conditions in these Terms of Service (the “Terms”) supplement the Order Confirmation entered into between Casebook and the corporation, partnership, organization or other entity identified as “Customer” in the Order Confirmation (“Customer”), and governs your use of Casebook’s products and services, including Casebook’s web-based and mobile application services (referred to herein as “Casebook Services,” and the Casebook Services, and any other Casebook applications or services provided by Casebook to you as described in the applicable Order Confirmation, are collectively referred to herein as “Services”). References to “you” and “your” in this Agreement will refer to both Customer and any individual accessing and using the Services for or on behalf of Customer (including, for clarity, End Users and Portal Users). Without limitation, Customer shall cause its End Users and Portal Users to be bound by and comply with the terms and conditions of this Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 31.
c. Additional Terms. Casebook provides a variety of different applications and services. Additional application- or service-specific, Customer entity-specific, and location-specific terms, rules, policies, and guidelines apply to some Services and Customers (“Additional Terms”). A comprehensive list of Additional Terms can be accessed on the Casebook website at https://www.casebook.net/about/terms. If you use any application or Service that is subject to any Additional Terms, or are subject to Additional Terms based on your location or Customer entity type, then such Additional Terms automatically will become part of this Agreement, and the additional application or service will be deemed part of the Services hereunder. Certain features and functions of the Services may also require that you use certain third-party products and/or services; for such features and functions of the Services, you will be solely responsible for obtaining the right to access and use such third-party products and/or services and complying with the applicable terms and conditions of such third-party products or services.
d. Privacy Policy. Your submission of information through the Services is subject to Casebook’s Privacy Policy, located at https://www.casebook.net/about/terms/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed.
2. Agreement. By signing the Agreement or an Order Confirmation (including by using an electronic signature), by checking a box or clicking on a button indicating your acceptance of this Agreement, or by accessing or using the Services, you agree to be bound by the Agreement. If you (as an individual) are entering into this Agreement on behalf of a Customer (e.g., a corporation, partnership, organization or similar entity) with which you are associated, including by purchasing a license to the Services from Casebook on behalf of or for the Customer, you (a) agree that you are entering into this Agreement on behalf of yourself and such Customer; and (b) represent and warrant that you have the legal authority to bind the Customer. If you are a Customer, you acknowledge and agree that you and your End Users will be bound by the Agreement as you and your End Users access and use our Services. If you are an End User or a Portal User, you acknowledge and agree that these Terms of Service and the Additional Terms govern your access to and use of the Services. If you do not agree with (or cannot agree to or comply with) this Agreement, then you may not access or use the Services.
a. Casebook may change these Terms and/or the Additional Terms from time to time by notifying Customer of such changes by any reasonable means, including by making available revised Terms and/or Additional Terms on or through the Services. Any such changes will not apply to any dispute between Customer and Casebook arising prior to the date on which Casebook made available the revised Terms and/or Additional Terms incorporating such changes, or otherwise notified Customer of such changes. Your access to or use of the Services following any changes to these Terms and/or the Additional Terms will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed.
b. Casebook may, in its discretion, make changes to the Services from time to time and without liability, provided that Casebook will use commercially reasonable efforts to provide Customer with notice (which may be provided by email or other reasonable means) of any such update that constitutes a Major Update. A “Major Update” is a material change to the core functionality of the Services, such that either (i) new core functionality is added, or (ii) existing core functionality is discontinued, in either case resulting in a material adverse impact on Customer’s use of the Services under this Agreement. Casebook will seek to provide Customer with notice of a Major Update at least one (1) week prior to implementing any such Major Update, to the extent it is possible and advisable to do so under the circumstances.
c. Due to the different methods by which the Services may be accessed and used, Casebook may, in some situations, require Customer, its End Users, and/or its Portal Users to proactively, or compel you (through technical means) to, update the Services within a specified period following an announcement or release of a Major Update. In circumstances in which the Services are accessed via a mobile application, Customer will instruct End Users and Portal Users, as applicable, to update the mobile application on all devices on which the Services are accessed and used, as such devices may require End User permission and/or affirmative action to update. (If the Services are accessed via a supported internet browser, the Services provided via the internet are automatically updated as of the date indicated by Casebook.) Casebook may limit, suspend, or block your access to the Services if you attempt to access or use an outdated or deprecated version of the Services.
d. Because Major Updates may be necessary to ensure the continued and/or secure functionality of the Services, if Customer fails to update the applications through which the Services are accessed on mobile devices within the specified period (or, if no such period is specified, in a timely manner), Casebook will bear no responsibility for the unavailability of any or all Services to Customer, its End Users, or Portal Users as a result of such failure. When Customer or its End User fails to update a mobile application within the specified period communicated by Casebook in connection with the announcement of or release of a Major Update, these outdated applications are considered unsupported versions that Casebook has no duty to continue to support.
4. Subscription Period. Unless the Agreement or the applicable Order Confirmation is earlier terminated in accordance with its terms, Customer and its End Users and Portal Users may access and use each Service during the corresponding initial subscription period identified in the applicable Order Confirmation (the “Initial Subscription Period”). Unless the applicable Order Confirmation specifies a different renewal process, Service subscriptions will automatically renew at the end of the Initial Subscription Period for a new, one (1)-year period (each, a “Subscription Renewal Period”), and will thereafter renew for additional successive 1-year Subscription Renewal Periods, in each case unless either Customer or Casebook elects not to renew such Service subscription by notifying the other party in writing at least 30 days prior to the end of the then-current Initial Subscription Period or Renewal Subscription Period, as applicable. The term “Subscription Period” means, collectively, the Initial Subscription Period and all Subscription Renewal Periods.
5. Free Services. Notwithstanding Section 4, if the applicable Order Confirmation is limited to Free Trial Services, then the Subscription Period for such specific Services designated in such Order Confirmation will be limited to the free trial period, specific Services, and any other terms and conditions identified in such Order Confirmation (the free trial period identified in such Order Confirmation, if any, “Free Trial Period”). Subject to the terms and conditions of this Agreement, Casebook grants to Customer a nonexclusive, nontransferable, revocable, limited right to access and use the Free Trial Services (as identified in the Order Confirmation) for the duration of the Free Trial Period only, and only for Customer’s internal business purposes (which includes access and use by End Users). This Agreement and any rights granted hereunder will automatically terminate with respect to Free Trial Services at the end of the Free Trial Period, unless the Free Trial Services are converted to paid Services by mutual written agreement of the parties; to request a conversion to paid Service, Customer must notify Casebook of its desire to purchase Services prior to the expiration or termination of the Free Trial Period and must enter into a new, separate Order Confirmation with Casebook for such Services. There will be no Subscription Renewal Periods for any Free Trial Services. Free Trial Services are made available solely on an “AS IS”, “WHERE IS,” and “AS AVAILABLE” basis. Any user names and passwords provided in connection with Free Trial Services will automatically expire at the end of the Free Trial Period, which Customer acknowledges may cause the Services to become non-operational at the end of such Free Trial Period, unless Customer converts to paid Services under a new Order Confirmation. Casebook has no obligation to return to Customer or any End User any information, materials, or content that Customer or any End User provided in connection with any Free Trial Services. Notwithstanding anything to the contrary in this Agreement, provisions in this Agreement regarding Subscription Fees, Service Levels, Customer’s right to access Customer Data following termination or expiration of the Agreement and/or the applicable Order Confirmation (Section 12(b)), and Performance Warranty (Section 15(a)) will not apply to Free Trial Services.
a. Customer, its End Users, and its Portal Users may need to register to use all or part of the Services. Casebook may reject, or require that you change, any user name, password, or other information that you provide to Casebook in registering. Further, to the extent Casebook provides a multi-factor authentication process, Casebook may (but is not obligated to) also require that you use such process in order to access your account (such process may, for example, include two-factor authentication using your mobile phone); if so, you agree to provide Casebook with any information that Casebook requires in order to enable such multi-factor authentication process in connection with your account. Your user name and password are for your personal use only and must be kept confidential by you; you, and not Casebook, are responsible for any use or misuse of your user name or password, and you must promptly notify Casebook of any confidentiality breach or unauthorized use of your user name or password, or your Services account. Each End User’s log-in ID must be unique to the individual End User. For clarity, End User log-ins may not be used by more than one individual, and misuse of an End User log-in may result in suspension or limitations of Customer’s and/or End Users’ account(s).
b. Subject to and conditioned on your compliance with the terms and conditions of this Agreement, including Customer’s payment of all fees set forth in each Order Confirmation (the “Subscription Fees”), Casebook grants to Customer a nonexclusive, nontransferable, revocable, limited right to access and use only the Services identified in the Order Confirmation during the Subscription Period only, and only for Customer’s internal business purposes (which includes access and use by End Users).
c. Customer acknowledges that it must (i) begin using any “onboarding package” covered by this Agreement (e.g., purchased by Customer through an Order Confirmation) (“Onboarding Package”) no later than 45 days after the Effective Date (“Commencement Period”), and (ii) complete using such Onboarding Package no later than 60 days after the Effective Date (“Commencement Period”). If Customer fails to begin using an Onboarding Package during the Commencement Period, then such Onboarding Package, including access to any dedicated onboarding support (“Dedicated Onboarding Support”), will expire and for clarity, no fees paid in connection with such Onboarding Package will be refunded. Further, if Customer fails to complete its use of an Onboarding Package by the end of the Completion Period, then Customer will no longer have access to Dedicated Onboarding Support and Casebook will have the right to charge additional fees for onboarding support.
a. For purposes of this Agreement, “End Users” means Customer’s employees, consultants, accountants, auditors and attorneys performing services for or on behalf of Customer (and solely in their capacity as such) who, in connection with the performance of such services, need access to the Services hereunder, and who have been approved by Customer to access and use the Services on Customer’s behalf in accordance with all terms and conditions governing access to and use of the Services. End Users are assigned unique personal accounts associated with their names by Customer, and for their use only. End Users may not access or use the Services except as necessary to perform services for or on behalf of Customer. For clarity, End Users do not include Portal Users.
b. The Services are subject to usage limits as set forth in the applicable Order Confirmation, and may not be accessed or used by more than the number of Active End Users identified in the applicable Order Confirmation. An “Active End User” is an End User who is currently able to use the Services and who has not been inactivated or disabled by Customer. If Customer wishes to increase the number of Active End Users permitted to access the Services, Customer must do so by contacting Casebook, or by using functionality made available by Casebook through the Services to increase the number of Active End Users associated with Customer’s account, provided that Customer acknowledges that such an increase will result in an increase in billing, including prorated fees according to the date of the increase. Customer has the right to substitute an Active End User with an alternative Active End User at any time by inactivating or disabling an Active End User and activating a replacement Active End User. Customer may reduce the Active End User limit, provided that Customer gives advance written notice to Casebook of such reduction. This notice must be at least 30 days before the beginning of (and for clarity, not during) the Subscription Renewal Period to which such reduction is intended to apply. Notwithstanding anything to the contrary, Customer will not be entitled to any refund or credit, or receive any compensation, for or in connection with a reduction in the number of Active End Users.
c. For purposes of this Agreement, “Portal Service” means the components of the Services that Casebook allows Customers to make available to Portal Users, and “Portal Users” means individuals who, in accordance with this Agreement, are provided limited access to the Services by Customer or self-register for the Portal Service for the purposes of adding, modifying, or viewing information about themselves, their businesses, or their experiences with Customer (or Customer’s subcontractors and/or providers) on or through the Services (including, for clarity, parents or legal guardians of children that are receiving services from Customer and who may add, modify or view information about these children), and who are accessing or using the Services in connection with such services provided by Customer. Portal Users include those individuals that access or use the Portal Service. Portal Users do not include End Users. Customers will be billed for Portal Users as specified in the applicable Order Confirmation.
d. Customer is responsible for identifying and validating all End Users and Portal Users, approving or rejecting access by End Users to the Services, ensuring that End Users and Portal Users are assigned the appropriate roles and permissions and comply with the Agreement, managing and removing End User and Portal User access as appropriate, and maintaining the confidentiality of all End User, Portal User, and other user names, passwords and account information. Customer shall use best efforts to prevent unauthorized access to or use of the Services, and shall promptly notify Casebook of any unauthorized access to or use of the Services or any unauthorized use of any user name or password. Customer is solely responsible for End Users’ and Portal Users’ compliance with this Agreement, and any act or omission of any End User or any Portal User that would be a breach of this Agreement if made by Customer will be deemed to be a breach of this Agreement by Customer.
a. This section describes certain acceptable and unacceptable conduct regarding use of Casebook’s Services. If Casebook believes that there has been a violation of this Agreement, or that Customer’s, End User’s or Portal User’s use of these Services presents a credible risk of harm to other End Users and/or Portal Users, other Casebook Customers, or any third parties, Casebook may suspend, limit, or terminate access to or use of any or all Services.
b. Customer is responsible for:
i. using the Services’ tools to import its own Customer Data, or depending on implementation package and customer preference, Customer is responsible for securely transmitting Customer Data to Casebook as directed by its CSM, to ensure privacy, security and integrity of Customer Data;
ii. ensuring that access to and use of the Services by its End Users and Portal Users is lawful and complies with this Agreement;
iii. resolving End User and Portal User issues that are not Casebook’s responsibility, and only escalating appropriate issues to Casebook for remediation (as identified in the SLA (defined below));
iv. as applicable to the use of Services via mobile devices, updating the Services within a specified period when a Major Update is announced, and ensuring that its End Users and Portal Users do the same; and
v. creating, disseminating and enforcing any Customer policies and processes that are relevant to its internal use and End Users’ and Portal Users’ access to and use of the Services, including policies designed to ensure secure access to the Services by only those persons authorized to use the Services.
c. Customer shall not, and shall not permit any End User or Portal User to:
i. access or use the Services except as expressly authorized in this Agreement;
ii. copy the Services or any part thereof;
iii. modify, adapt, or create derivative works of the Services or any part thereof;
iv. rent, lease, time share, loan, resell, transfer, or sublicense the Services, or otherwise make the Services available to any third party (including offering any of the functionality of the Services on a service provider, hosted, or time sharing basis), except as, and solely to the extent, expressly authorized in writing by Casebook;
v. decompile, disassemble, or reverse-engineer (except to the extent expressly authorized by applicable law) the Services or otherwise attempt to derive any source code from the Services;
vi. disclose to any third party the results of any benchmark tests or other evaluation of the Services;
vii. use the Services to store or transmit fraudulent, libelous, or otherwise tortious or unlawful material, or material that infringes, misappropriates, or violates third-party Intellectual Property Rights or other proprietary rights (including rights of privacy and publicity);
viii. enter and/or copy into any form fields any SQL statements, JavaScript, or other code;
ix. use the Services to store or transmit any virus or other malicious code; or
x. permit or encourage any End Users, Portal Users, or third parties to do any of the above.
Casebook and/or its licensors own all worldwide right, title, and interest in and to the Services and the applications and software accessed and used in connection with the Services, and any and all updates, upgrades, and modifications thereto and derivative works thereof, including all Intellectual Property Rights in any of the foregoing. Casebook’s trade names, trademarks, and service marks include CASEBOOK and any associated logos. The Services are copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove or obscure any copyright, trademark, and/or proprietary rights or legal notices from the Services. Subject to the limited rights granted herein, Customer acquires no right, title or interest from Casebook or its licensors under this Agreement with respect to the Services, the software accessed and used in connection with the Services, or otherwise.
a. Customer retains its ownership rights in Customer Data (defined below), and hereby grants to Casebook a non-exclusive, assignable, sublicensable (through multiple tiers) right and license to host, copy, access, execute, reproduce, transmit, display, perform, modify, reformat, make derivative works of, and otherwise use all information, data and other materials submitted by Customer, its End Users or Portal Users to the Services, or collected or processed by or for Customer using the Services (collectively, “Customer Data,” which does not include Feedback (defined below)), to the extent necessary for Casebook to provide the Services to Customer during the Subscription Period and in accordance with this Agreement, and to improve the Services (including for analytical, statistical, security and quality control purposes, and other similar purposes), in each case provided that any such use of Customer Data remains subject to the confidentiality obligations in Section 16, and provided further that, except as necessary to provide the Services to or improve the Services specifically for customers, Casebook will not use any such Customer Data in a manner in which Customer, End Users, or any natural person would be reasonably identifiable. Subject to the foregoing, Casebook acquires no right, title, or interest from Customer with respect to Customer Data.
b. As part of the Services and in Casebook’s discretion, Customer may be expressly authorized to create and enable integrations with other applications, programs, and/or databases, including those made available by third parties, that are not offered by or supported by Casebook (“Integrations”). If Customer, directly or indirectly, creates or enables an Integration with non-Casebook-managed third-party applications, programs, and/or databases, and elects to permit those third-party applications, programs, and/or databases to have access to or interact with Customer Data, Customer is solely responsible for ensuring the appropriate permissions and restrictions regarding third-party application, program and/or database access to Customer Data are created, maintained, and enforced. Casebook has no responsibility for managing or restricting, nor will Casebook have any liability regarding, non-Casebook-managed third-party access to Customer Data through Integrations. Additionally, if Customer creates or enables an Integration with a third-party application, program, and/or database, it is Customer’s sole responsibility to ensure that the third-party provider (as well as employees, agents, and others acting for or on behalf of such third party) complies with these Terms and any applicable Additional Terms for so long as the Integration with such third-party application, program, and/or database is maintained. Customer acknowledges that if an Integration causes (or Casebook reasonably believes that it could cause) a violation of this Agreement, whether such violation is caused by Customer or a third party, Casebook may suspend or terminate such Integration or terminate the Services.
11. Feedback. If you provide Casebook with any ideas, proposals, suggestions, comments, or other input regarding the Services or Casebook’s business (“Feedback”), whether related to the Services or otherwise, you: (a) authorize Casebook to use and otherwise exploit such Feedback (including to incorporate such Feedback into the Services) during and after the Subscription Period; (b) acknowledge and agree that such Feedback does not constitute Customer Confidential Information or Customer Data, and that the provision of such Feedback is gratuitous, unsolicited, and without restriction and does not place Casebook under any fiduciary or other obligation, including any obligation to use such Feedback; and (c) you acknowledge and agree that by providing Feedback to Casebook, you are agreeing to permit Casebook to use and exploit such Feedback, without limitation.
a. Term. This Agreement will remain in effect until the expiration or termination of all Order Confirmations, unless earlier terminated in accordance with this Agreement.
b. Termination.
i. Either may terminate this Agreement or one or more Order Confirmation(s) as expressly provided in such Order Confirmation(s). Additionally: (A) to the extent not expressly prohibited by applicable law, if Customer is not a U.S. Government agency, department, or instrumentality, upon written notice (either by email or mail service) to Customer, Casebook may terminate this Agreement (and therefore Customer’s, End Users’, and Portal Users’ rights of access and use hereunder) or one or more specified Order Confirmations if Customer materially breaches any provision of this Agreement or of any Order Confirmations and has not cured such breach within seven (7) days; and (B) Customer may terminate this Agreement if Casebook materially breaches any provision of this Agreement and has not cured such breach within ninety (90) days. For clarity, Customer may not terminate this agreement for convenience without Casebook’s prior written consent.
ii. Either party may terminate this Agreement or any Order Confirmation immediately on notice to the other party if such other party (A) terminates its business operations; (B) becomes insolvent; (C) suffers the appointment of a receiver or makes an assignment for the benefit of creditor(s); or (D) enters into any voluntary or involuntary bankruptcy proceedings. If Customer intends to terminate its business operations, Customer shall provide Casebook with at least 60 days’ prior written notice thereof.
iii. If Customer is a U.S. Government agency, department, or instrumentality, termination terms and conditions shall be governed by 48 C.F.R. 52.212-4 (l) and (m).
c. Upon any expiration or termination of this Agreement: (i) Customer’s, End Users’, and Portal Users’ right to access and use the Services, and all other rights granted to Customer (including any End User or Portal User) hereunder, will automatically terminate, and Customer shall immediately cease accessing and using the Services and cause its End Users and Portal Users to do the same; (ii) Customer will promptly return or destroy all copies of any documentation relating to the Services and any other Casebook Confidential Information in Customer’s possession or control and will cause its End Users to do the same; and (iii) Customer will pay all outstanding fees due under this Agreement in accordance with the applicable Order Confirmation(s). Upon request, Casebook will make Customer Data available to Customer for download in a manner and format reasonably determined by Casebook through the end of the subscription period; after such period, Casebook will have no obligation to maintain or provide Customer with access to Customer Data, and will, unless restricted from doing so under applicable law, delete all copies of Customer Data in its systems or otherwise in its possession or control. In the event of any expiration or termination of this Agreement, and except as otherwise expressly provided herein, Casebook will have no obligation to refund any Subscription Fees or other fees received from Customer during the Subscription Period.
d. Each Order Confirmation commences on the Effective Date of such Order Confirmation and will remain in effect during the Subscription Period, unless earlier terminated in accordance with this Agreement or such Order Confirmation. Upon expiration or termination of an Order Confirmation, Customer’s and its End Users’ and Portal Users’ rights to access and use the Service(s) set forth in such Order Confirmation, and all other Services that are dependent upon the Services that are terminating or expiring hereunder, will automatically terminate, and Customer shall immediately cease accessing and using such Services and cause its End Users and Portal Users to do the same.
a. In order to access and use the purchased Services, Customer is required to pay to Casebook the Subscription Fees in accordance with Customer’s Order Confirmation(s). The Subscription Fees will be due and payable in accordance with the terms and conditions set forth in the applicable Order Confirmation(s) (e.g., payable in advance or on a monthly basis). Notwithstanding anything to the contrary, Subscription Fees are non-refundable once paid. The Subscription Fees for all Services being purchased by Customer will be identified on Customer’s Order Confirmation. Except as otherwise agreed in writing by the parties, Services included in any Subscription Renewal Periods will be charged at the then-current list price for all Casebook products and services, and such pricing will be set forth on the Order Confirmation sent to Customer for the Subscription Renewal Period.
b. If Customer fails to pay Subscription Fees or any other fees owed by Customer in accordance with the payment terms included in the applicable Order Confirmation and/or payment is not received by the payment due date on either the Order Confirmation or, as may be applicable, a Casebook-generated invoice, Casebook may charge Customer a late fee of 1% per month or the maximum amount permitted to be charged under applicable law. If that 1% monthly late fee exceeds what is permitted under applicable law, the difference shall be taken into account via an upward adjustment of Subscription Fees for the next Subscription Period.
c. Subscription Fees do not include any sales, use, value added, service or other taxes (“Taxes”). Customer will be responsible for paying all Taxes associated with this Agreement (excluding taxes based on Casebook’s income).
i. Generally. Each party warrants and represents that: (A) it is duly formed, validly existing, and in good standing under the laws of its state of incorporation or formation; (B) it has the right, power, and authority to execute, deliver, and perform this Agreement and fulfill its obligations hereunder; (C) it has or shall obtain any licenses, authorizations, and consents required in order to operate its business and perform its obligations hereunder; and (D) it will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations hereunder.
ii. Casebook’s Performance Warranty. Subject to the terms and conditions of this Agreement, Casebook warrants that the purchased Services will conform substantially to Casebook’s then-current applicable specifications for such Services for ninety (90) days from the Effective Date of the applicable Order Confirmation (the “Warranty Period”). If any Services (or any portion thereof) do not so conform and Customer so notifies Casebook within the Warranty Period, then at Casebook’s option, Casebook shall correct or provide a workaround for or replace the defective Services or refund the Subscription Fees paid for such Services. This Section 15(a) states Casebook’s sole obligation, and, with the exception of any Customer termination rights expressly set forth herein, Customer’s sole and exclusive remedy for any breach of the foregoing warranty. Casebook makes no warranty that the Services will work in combination with Customer Data or with any third-party hardware or software, that the operation of the Services will be uninterrupted or error-free, or that all defects in the Services will be corrected.
b. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 15(a), EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT (INCLUDING, FOR CASEBOOK, THE SERVICES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND QUIET ENJOYMENT, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER ACKNOWLEDGES THAT CASEBOOK DOES NOT CONTROL THE TRANSFER OF DATA OVER THE INTERNET OR OTHER COMMUNICATIONS FACILITIES, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CASEBOOK IS NOT RESPONSIBLE FOR ANY DELAYS, ERRORS, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. AS BETWEEN YOU AND CASEBOOK, YOU ARE RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, AND QUALITY OF YOUR DATA INPUT INTO THE SERVICES AND ANY OTHER CUSTOMER DATA, AND CASEBOOK IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER DATA. ADDITIONALLY, THE WARRANTIES SET FORTH ABOVE SHALL NOT APPLY TO: (i) ANY THIRD-PARTY SERVICES, SOFTWARE, APPLICATIONS, PROGRAMS, DATABASES, OR HARDWARE, WHETHER OR NOT MADE AVAILABLE BY CASEBOOK; (ii) ANY SERVICES THAT HAVE BEEN MODIFIED, REPAIRED, OR ALTERED, EXCEPT BY CASEBOOK; (iii) ANY SERVICES THAT HAVE BEEN ACCESSED OR USED OTHER THAN IN ACCORDANCE WITH THIS AGREEMENT AND CASEBOOK’S INSTRUCTIONS; (iv) ANY SERVICES THAT HAVE BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE, OR ACCIDENTS; OR (v) ACCESS OR USE OF THE SERVICES BY ANYONE OTHER THAN CUSTOMER AND ITS AUTHORIZED END USERS AND PORTAL USERS. WITHOUT LIMITATION, CASEBOOK SHALL NOT BE RESPONSIBLE FOR ANY CUSTOMER DATA PURSUANT TO ANY WARRANTY UNDER THIS AGREEMENT OR OTHERWISE.
c. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CASEBOOK’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CUSTOMER TO CASEBOOK UNDER THIS AGREEMENT. IN NO EVENT SHALL CASEBOOK BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, OR DESTRUCTION OF CUSTOMER DATA IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SERVICES, EXCEPT TO THE EXTENT RESULTING DIRECTLY FROM CASEBOOK’S MATERIAL FAILURE TO COMPLY WITH ITS OBLIGATIONS HEREUNDER THROUGHOUT THE TERM OF THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES ARISING FROM LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, CASEBOOK WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE SUSPENSION OR TERMINATION OF ANY RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF CUSTOMER’S OR ITS END USERS’ OR PORTAL USERS’ ACCESS TO OR USE OF THE SERVICES, OR FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDER USED BY EITHER PARTY IN CONNECTION WITH THE SERVICES. The foregoing exclusion/limitation of liability will not apply to: (i) personal injury or death resulting from either party’s gross negligence; (ii) either party’s fraud; (iii) any other matter for which liability cannot be excluded by law, solely to the extent it cannot be excluded; or (iv) as applicable, express remedies provided under any FAR, GSAR, or Schedule 70 solicitation clauses incorporated into the GSA Schedule 70 contract.
d. Indemnity. Customer shall defend, indemnify, and hold harmless Casebook and its Affiliates from and against any loss, damage, liability, or cost (including reasonable attorneys’ fees) resulting from any third-party claim in connection with Customer’s (or its End Users’ or Portal Users’) use of the Services, including (i) any third-party claim that Customer Data or Customer’s (or its End Users’ or Portal Users’) use of the Services other than in accordance with this Agreement misappropriates, infringes, or violates any third-party Intellectual Property Rights or other proprietary rights (including any rights of publicity or privacy), and (ii) any violation of this Agreement or applicable law by Customer or its End Users or Portal Users in connection with the Services (however, this Section 15(d) shall not apply to the extent applicable law prohibits Customer from indemnifying Casebook as provided in this Section 15(d)).
e. Indemnification Procedure. In the event of any claim for which Customer is obligated to indemnify Casebook hereunder, Customer will have control of the defense and all related settlement negotiations to the extent permitted by applicable law, and Casebook shall reasonably cooperate with Customer in such defense and/or settlement at Customer’s expense to the extent permitted by applicable law; provided that (i) Casebook may participate in such defense using Casebook own counsel at Casebook expense, and (ii) unless Customer obtains Casebook’s prior written consent, Customer shall not take any action with respect to such claim (including settling or compromising on such claim or consenting to an entry of judgment) if such action admits any liability, fault, or wrongdoing on the part of Casebook, imposes any obligations on Casebook, or otherwise adversely affects Casebook’s rights, obligations, or operations.
a. “Confidential Information” means: (i) with respect to Casebook, (A) the Services, and (B) any other Casebook information that: (I) is marked in writing by Casebook as “confidential” or “proprietary” at the time of disclosure; (II) if disclosed orally or in other intangible form, is identified as confidential at the time of disclosure; or (III) due to its nature or under the circumstances of its disclosure, Customer or any End User or Portal User knew or had reason to know should be treated as confidential or proprietary; and (ii) with respect to Customer: (A) Customer Data; and (B) information marked in writing by Customer or its End Users as “confidential” or “proprietary” at the time of disclosure to Casebook. For clarity, Confidential Information does not include Feedback.
b. Exclusions. Confidential Information does not include information or data that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party or its Representatives (defined below); (ii) is rightfully known by the receiving party or its Representatives at the time of disclosure without an obligation of confidentiality, as evidenced by the receiving party’s contemporaneous written records; (iii) is independently developed or acquired by the receiving party or its Representatives without use of or reference to the disclosing party’s Confidential Information; (iv) is rightfully received by the receiving party or its Representatives from a third party without restriction on use or disclosure; or (v) is disclosed with the disclosing party’s prior written approval.
c. Use and Disclosure Restrictions. Neither party will use the other party’s Confidential Information except as necessary for the performance or enforcement of this Agreement, and neither party will disclose such Confidential Information except to those of its and its Affiliates’ employees, consultants, accountants, auditors, attorneys, contractors, subcontractors, and service providers providing services to such party (collectively, “Representatives”) who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such Representative is bound by confidentiality obligations consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect the other party’s Confidential Information from unauthorized use or disclosure, including all steps that it takes to protect its own information of like importance. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body or law, provided that the party required to make such a disclosure, to the extent permissible under the circumstances, (A) gives reasonable notice to the other party to contest such order or requirement and (B) only furnishes that portion of such Confidential Information that it reasonably determines, in consultation with its counsel, is legally required to be disclosed, and exercises all commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information it discloses; (ii) to its legal or financial advisors; (iii) as required under applicable securities laws, rules, and regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party. Notwithstanding anything to the contrary, nothing in this Section 16 permits any Representative that is not an End User to access or use the Services. The receiving party is responsible for its Representatives’ compliance with this Agreement, and any act or omission of any Representative that would be a breach of this Agreement if made by the receiving party will be deemed to be a breach of this Agreement by the receiving party.
a. Export Laws. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant, and covenant that you are not (i) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country, or (ii) on any U.S. government lists of restricted end users.
b. Consumer Data and Privacy Protection Laws. Casebook shall maintain comprehensive industry standard controls (including administrative, technical, and physical safeguards) designed to ensure the security, confidentiality, and integrity of the Customer Data it receives, accesses, or stores under this Agreement. Each party shall comply fully with all relevant consumer data and consumer privacy protection laws and regulations of the United States (including the laws and regulations of U.S. state and local governments) (“Consumer Data and Privacy Protection Laws”) to ensure that the Services are not (i) used to capture data about individuals that is sold or used directly or indirectly in violation of Consumer Data and Privacy Protection Laws, or (ii) used or intended to be used for any purposes prohibited by the Consumer Data and Privacy Protection Laws, including selling consumer data for commercial purposes.
a. If Customer or its End Users download or otherwise access the Services as or through a mobile application through the Apple App Store, Google Play, or other app store or distribution platform through which End Users may download or otherwise access mobile application versions of the Services (“Application Provider”), Customer acknowledges and agrees that: (i) this Agreement is between Customer and Casebook PBC, and that Casebook is responsible for the Services and the terms and conditions contained within this Agreement, and not the Application Provider; (ii) the Application Provider has no obligation to furnish maintenance and support services; and (iii) the Application Provider is not responsible for addressing any claims Customer has relating to the Services.
b. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the Casebook PBC mobile application (“App”) compatible with the iOS operating system of Apple Inc. (“Apple”): Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to Intellectual Property Rights, must be directed to Casebook PBC in accordance with the “Notices” section below. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, Casebook’s right to enter into, rescind, or terminate any variation, waiver, or settlement under this Agreement is not subject to the consent of any third party.
19. Choice of Law and Disputes If the U.S. Government (or any agency, department or instrumentality of the U.S. Government) is not a party to this Agreement, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without giving effect to its conflict of law principles and regardless of Customer’s or any End User’s or Portal User’s location, and Company and you agree to the exclusive jurisdiction of the federal and state courts located in the County of New York, State of New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts. If the U.S. Government (or any agency, department, or instrumentality of the U.S. Government) is party to this Agreement, this Agreement shall be governed by and interpreted in accordance with the Contract Disputes Act of 1978, as amended (41 U.S.C. 7101-7109), and failure of the parties to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this Agreement shall be a dispute to be resolved in accordance with the clause at 48 C.F.R. § 52.233-1, which is incorporated in this Agreement by reference.
If to Casebook: | If to Customer: |
Customer Engagement Team, Casebook PBC 244 Fifth Avenue, Suite T248 New York, NY 10001 | Casebook may provide notices to Customer at the most current physical mailing address or email address on file for Customer (e.g., as set forth in any Order Confirmation) |
With copies of legal notices to: | |
General Counsel, Casebook PBC 244 Fifth Avenue, Suite T248 New York, NY 10001 |
21. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to events or causes beyond its reasonable control, including any electrical, internet, or telecommunication outage that is not caused by the obligated party, such as any failure or delay caused by a third-party hosting provider; Internet service provider failure or delay; denial of service attacks; labor disputes, strikes, or lockouts; acts of war or terror; riots; acts of God; and governmental actions (each, a “Force Majeure Event”).
22. Monitoring. Casebook reserves the right (but has no obligation) to monitor, analyze, store, alter, or remove any information (including any messages, information, content or other materials sent to you, or received by Customer or any End User or Portal User) in connection with the Services or their features or functionalities, at any time and whether before or after it appears on the Services, for the following purposes: (a) to help ensure the security and integrity of the Services; (b) to help investigate any actual or perceived threat to the Services or Customer Data; (c) to help assist Customer in resolving reported errors, issues, or defects (including those that cannot be replicated by Casebook); (d) to help investigate or determine whether Customer or any End User or Portal User is in compliance with the Agreement; (e) upon Customer’s request; (f) as Casebook believes necessary to comply with its legal obligations and/or requests or orders from governmental authorities; and (g) as otherwise permitted under Casebook’s Privacy Policy; however, Casebook will not alter or remove any Customer Data except to the extent required by applicable law, rule, or regulation or as requested by Customer.
23. Cumulative Remedies; Waiver. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently to the extent permitted by law. Failure or delay by either Casebook or Customer in enforcing any term will not be deemed a waiver of future enforcement of that or any other term.
24. Severability. Should any term(s) or condition(s) of this Agreement be held to be invalid or unenforceable, the validity and enforceability of the remaining terms and conditions of this Agreement shall not be affected, and that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
25. Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement, in whole or in part: (a) in connection with an internal reorganization or a sale of all or substantially all of such party’s business with which this Agreement is associated (whether by acquisition, merger, reorganization, consolidation, or similar transaction), without the other party’s prior written consent; and (b) in any manner in accordance with applicable law (such as in accordance with 48 C.F.R. § 42.12 or the Assignment of Claims Act (31 U.S.C. § 3727)). Any attempt to assign this Agreement other than as permitted above will be null and void. Subject to the foregoing, the rights and obligations in this Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
26. Parties’ Relationship. The relationship between Customer and Casebook is that of independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties or any of their respective Affiliates.
27. No Third-Party Beneficiaries. Except as otherwise expressly set forth in Section 18: (a) there are no third-party beneficiaries to this Agreement; (b) this Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party; and (c) only Casebook and Customer may enforce this Agreement.
28. Publicity. Customer grants to Casebook the right to use Customer’s company name and logo for marketing and promotional purposes, including on Casebook’s website and in other public or private communications with Casebook’s existing or potential customers; however, Customer has the right to decline such usage on a prospective basis by providing written notice to Casebook stating that Customer does not wish to have its use of the Services publicized.
29. Survival. Sections 1, 2, 3, and 8 through 31 inclusive, of this Agreement will survive expiration or termination of hereof.
a. Although this Agreement contains section headings, those headings are intended solely to help Customer and its End Users and Portal User’s navigate this Agreement and such headings are not intended to limit the meaning, applicability, or contents of any section.
b. This Agreement (including these Terms, any Additional Terms, any Attachments hereto, and any Order Confirmations, in each case hereby incorporated herein by this reference), and, if Customer is a U.S. Government agency, department, or instrumentality, the underlying GSA Schedule Contract, the Schedule Price List, and any applicable GSA Customer Purchase Orders, constitute the complete and exclusive understanding and agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements or understandings, written or oral, relating to such subject matter. Except as otherwise expressly set forth herein, this Agreement may not be modified except in writing and signed by a duly authorized representative of each party.
c. In the event of an otherwise irreconcilable conflict between any Additional Terms applicable to specific Services required to be provided hereunder and these Terms, such Additional Terms will control with respect to such specific Services; otherwise, these Terms shall control. In the event of an otherwise irreconcilable conflict between these Terms or the Additional Terms, on the one hand, and an Order Confirmation, on the other hand, the terms and conditions set forth in these Terms or the Additional Terms (as applicable) shall control, except to the extent the Order Confirmation: (a) expressly provides that it is intended to modify the terms and conditions set forth in these Terms or the Additional Terms (as applicable); (b) specifically indicates the section(s) that are to be modified; and (c) with respect to any Order Confirmation modifications or additional or supplemental Order Confirmation terms proposed or included by Customer, have been authorized and agreed to in writing by Customer (in which case, such Order Confirmation will control).
d. Unless the context requires otherwise, as used herein the term “including” means “including, without limitation,” and the term “include(s)” means “include(s), without limitation.”
e. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together will constitute one and the same instrument.
a. “Affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly Controls, is Controlled by, or is under common Control with such person or entity from time to time, but only for so long as such Control exists.
b. “Control” and its grammatical variants mean (i) a general partnership interest in a partnership, or (ii) the beneficial ownership of a majority of the outstanding equity entitled to vote for directors.
c. “Effective Date” means, with respect to each Order Confirmation, the date on which Customer enters into such Order Confirmation with Casebook.
d. “Free Trial Services” means Services that Casebook may (but for clarity, is not required to) offer to Customer for a limited time on a limited basis and for no cost to Customer, as may be identified in the applicable Order Confirmation.
e. “Intellectual Property Rights” means any and all worldwide intellectual property rights, and any derivatives, modifications, or updates thereof, including all worldwide patent rights (including issued patents, patent applications, and disclosures); copyright rights (including copyrights and copyright registrations, and including copyrights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications, databases, and specifications); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to any of the foregoing.
f. “Order Confirmation” means a document generated by Casebook for Customer and executed by both parties that details the scope of Services to be covered by the Agreement, including the specific Casebook and/or Casebook platform applications for which licenses are being purchased, usage limits (e.g., the number of licenses being purchased and the Initial Subscription Period), pricing details, and any other specific details related to Customer’s purchase of and access to the Services, and, as relevant, any other arrangements for the Services.
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