Publication
Agreement

 

THIS PUBLICATION AGREEMENT (this “Agreement”) FORMS A CONTRACT BETWEEN THE PERSON OR ENTITY SUBMITTING ANY CONTENT FOR PUBLICATION THROUGH THE CASEMETRIX WEBSITE AND CASEMETRIX, LLC (the “Company”).

 

THE PARTY SUBMITTING CONTENT FOR PUBLICATION (such party being the “Publisher”) WILL BE REQUIRED TO INDICATE ITS ACCEPTANCE OF THIS AGREEMENT BEFORE SUBMITTING THE CONTENT FOR PUBLICATION. THE ENTITY IDENTIFIED IN THE SUBMISSION AS THE “PUBLISHER” IS THE “PUBLISHER” FOR ALL PURPOSES UNDER THIS AGREEMENT AND THE INDIVIDUAL WHO SUBMITS THE CONTENT REPRESENTS AND WARRANTS THAT HE OR SHE IS DULY AUTHORIZED BY THE PUBLISHER TO BIND THE PUBLISHER TO THIS AGREEMENT.

 

READ THIS AGREEMENT CAREFULLY BEFORE SUBMITTING ANY CONTENT. SUBMITTING CONTENT AND CLICKING ON THE “SUBMIT FOR APPROVAL” BUTTON IN THE SUBMISSION PROCESS CREATES A BINDING CONTRACT BETWEEN COMPANY AND PUBLISHER.

  1. Publication and Acceptance.

    1. Publisher’s submission of any data, graphics, text, names, marks, logos, hypertext links to other Web sites and other information authored by Publisher (collectively, “Publisher Content”) through the content submission function of the Company’s Web site (the “Site”) creates a contract between Publisher and Company consisting of this Subscription Agreement.

    2. Company may decline to publish any Publisher Content and Company’s acceptance of a submission from Publisher does not indicate that Company will publish the Publisher Content. Company may, at its sole discretion, delete from its Site any Publisher Content at any time. This Agreement is irrevocable and perpetual and will continue to bind Company and Publisher regardless of whether Company ever publishes any Publisher Content.

    3. Company may publish the Publisher Content on the Site in connection with services (the “Services”) provided by Company to subscribers (each, a “Customer”) who pay Company a fee for the Services. If Publisher becomes a Customer, the Publisher may also be subject to such other contracts or agreements the Company requires from its Customers.

  1. Publisher’s Representations and Warranties. Publisher hereby represents and warrants to Company, and agrees that Publisher will ensure that: (a) Publisher is the owner or valid licensee of the Publisher Content and each element thereof, and Publisher has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Publisher Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by Company to pay any fees, residuals or other compensation of any kind to any Person; (b) Publisher’s use, publication and display of the Publisher Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person, including, without limitation, any contractual, statutory or common law right or any “moral right” or similar right however denominated; (c) Publisher will comply with all applicable laws, rules and regulations regarding the Publisher Content; and (d) Publisher has used its best efforts to ensure that the Publisher Content is and will at all times remain free of all computer viruses, worms, trojan horses and other malicious code. Publisher also represents and warrants to Company that Publisher is, and at all times will remain, an attorney (or a law firm of attorneys) who are duly licensed in each state for which Publisher will submit case summaries through the Service.

  2. License to Company. Publisher hereby grants to Company an irrevocable, perpetual, non-exclusive, royalty-free, worldwide right and license to do the following: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Publisher Content; and (b) make archival or back-up copies of the Publisher Content. Except for the rights expressly granted above, Company is not acquiring any right, title or interest in or to the Publisher Content, all of which shall remain solely with Publisher.

  3. Acceptable Use Policy. Publisher will abide by the Acceptable Use Policy (the “Acceptable Use Policy”) as such Acceptable Use Policy may be changed by Company from time to time. The Acceptable Use Policy is incorporated herein and made a part hereof by this reference. Publisher shall familiarize itself with the Acceptable Use Policy and periodically access Company’s Web site to determine if Company has made any changes thereto.

  4. Publisher’s Responsibilities.

    1. Publisher is solely responsible for the accuracy, truthfulness, quality, performance and all other aspects of the Publisher Content.

    2. Publisher Content will consist of summaries of lawsuits and settlements handled by the Publisher, to be treated as Publisher Content, for inclusion in Company’s database of case summaries. Publisher will only provide summaries of lawsuits and settlements handed by the Publisher on behalf of a client in the applicable case in Publisher’s capacity as an attorney. Publisher will notify Company of any change in Publisher’s mailing address, telephone, e-mail, legal status or other contact information.

  5. Company Intellectual Property.

    1. Company hereby grants to Publisher a non-exclusive, non-transferable, royalty-free license, exercisable until withdrawn by Company, to use applicable Company Technology solely for the purpose of submitting Publisher Content. Publisher may not use the Company Technology for any purpose other than submitting Publisher Content. Except for the rights expressly granted above, this Agreement does not transfer from Company to Publisher any Company Technology, and all rights, titles and interests in and to the Company Technology shall remain solely with Company. Publisher shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the Company Technology.

    2. Company’s trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Company. Publisher may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Company.

    3. Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Publisher sends to Company relating to the Services will be treated as being non-confidential and non-proprietary. Company may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.

  6. Limited Warranty. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND COMPANY HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO PUBLISHER HEREUNDER IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

  7. Limitation of Liability.

    1. IN NO EVENT WILL COMPANY’S LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100).

    2. COMPANY CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. COMPANY WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.

    3. EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY ORDER, OR (EXCEPT AS PROVIDED IN SECTION 9) FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

    4. The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct. The limitations contained in subsection (c) above shall not apply to Publisher’s indemnification obligations under this Agreement.

  8. Indemnification of Company. Publisher shall defend, indemnify and hold harmless Company, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “Company Indemnitees”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of the Company Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Publisher’s breach of any representation, warranty, or covenant contained in the Agreement, (ii) the Publisher Content or any Person’s use of the Publisher Content, (iii) violation by Publisher or any of its officers, directors, employees or agents of the Acceptable Use Policy or any applicable law, (iv) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of the Publisher Content, or Publisher’s use of the Services in combination with hardware, software or content not provided by Company, and (v) any failure of the Publisher Content to be compatible with the hardware or software used by Company to provide the Services, including any damage to Company’s servers or other hardware caused thereby.

  9. Miscellaneous.

    1. Independent Contractor. Company and Publisher are independent contractors and nothing contained in this Agreement places Company and Publisher in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

    2. Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon arising from an alleged tort, shall be governed by the substantive laws of the State of Georgia applicable to contracts made between residents of the State of Georgia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A GEORGIA STATE OR FEDERAL COURT LOCATED IN FULTON COUNTY, GEORGIA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

    3. Headings. The headings herein are for convenience only and are not part of this Agreement.

    4. Entire Agreement; Amendments. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Publisher or Company, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of Publisher and Company. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that the Subscription Agreement may be modified from time to time by Company in its sole discretion, which modifications will be effective upon posting to Company’s web site.

    5. Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

    6. Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties’ signatures. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein. Company may give written notice to Publisher via e-mail to the Publisher’s e-mail address as maintained in Company’s billing records.

    7. Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.

    8. Assignment; Successors. Publisher may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of Company. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Company may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Publisher. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

    9. Limitation of Actions. No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than one year after the cause of action has arisen.

    10. Counterparts. If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is signed electronically, Company’s records of such execution shall be presumed accurate unless proven otherwise.

    11. Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

    12. No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns.

    13. Government Regulations. Publisher may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Publisher operates or does business.

    14. Marketing. Publisher agrees that during the term of this Agreement Company may publicly refer to Publisher, orally and in writing, as a customer of Company. Any other public reference to Publisher by Company requires the written consent of Publisher.

  10. Definitions. For purposes of this Agreement, the following terms have the meanings specified below:

    1. Company Technology” means Company’s proprietary technology, including, without limitation, the Company services, software tools, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Company or licensed to Company from a third party), and also including any derivatives, improvements, enhancements, updates, modifications or extensions of Company Technology conceived, reduced to practice or developed during the term of this Agreement by either party.

Person” means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or organization, or government or any agency or political subdivision thereof.