Part B. Terms and Conditions:
Section 1. Definitions
1.1 “Franchise Discount Program” shall mean the arrangement whereby Partner provides means through which certain Partner Customers may have access or exposure to the Promotion Pages and the Landing Page so that such Partner Customers may have an opportunity to directly purchase LZ Products at a specified discount.
1.2 “Ad Content” shall mean graphic images, text, banners, buttons, description of LZ Products, and any other content, language, or images, provided by LegalZoom to Partner, for purposes of performing or fulfilling the terms of this Agreement including, but not limited to, the LegalZoom Marks and Partner Links.
1.3 “Affiliate” shall mean any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly controls, is controlled by, or is under common control with a Party.
1.4 “Claim” shall have the meaning ascribed to such term in Section 7.2.
1.5 “Confidential Information” shall have the meaning ascribed to such term in Section 6.1.
1.6 “Effective Date” shall have the meaning set forth in the Order Form.
1.7 “Indemnified Party” shall have the meaning ascribed to such term in Section 7.2.
1.8 “Indemnifying Party” shall have the meaning ascribed to such term in Section 7.2.
1.9 “Keyword Buy” shall have the meaning ascribed to such term in Section 3.7.
1.10 “Landing Page” shall mean a unique landing page on the LegalZoom Website that is the immediate destination of the Partner Link and is also, primarily, a specific offer of LZ Products to Partner Customers.
1.11 “LegalZoom Marks” shall mean those of LegalZoom’s trade names, trademarks, service marks, trade names, logos, other branding elements and other intellectual property used by LegalZoom in identifying its business and/or the source of its goods and services which will be mutually agreed in writing (including email).
1.12 “LegalZoom Website” shall mean the Website that is operated by LegalZoom and currently accessible primarily through its homepage located at http://www.legalzoom.com.
1.13 “LZ Marketing Materials” shall have the meaning ascribed to such term in Section 3.3.
1.14 “LZ Products” shall mean the LegalZoom products and services, as the Parties determine, that are available to Partner Customers for purchase, order, or subscription, and more specifically, those products specified in the Order Form.
1.15 “New Product” shall have the meaning ascribed to such term in Section 2.6.
1.16 “Partner Customer” shall mean any authorized and registered user of the Partner Website or the Promotion Pages.
1.17 “Partner Link” shall mean any link that takes the Internet user from the Promotion Pages or Partner Marketing Materials to the Landing Page, whether it is in the form of text, banner, button or otherwise.
1.18 “Partner Marks” shall mean those of Partner’s trade names, trademarks, service marks, trade names, logos, other branding elements and other intellectual property used by LegalZoom in identifying its business which will be mutually agreed in writing (including email).
1.19 “Partner Marketing Material” shall have the meaning ascribed to such term in Section 2.1.
1.20 “Partner Website” shall mean, collectively: (a) the Website that is currently accessible primarily through its home page located at the Partner URL (as set forth in Part A above) and (b) other Websites owned and/or operated by Partner.
1.21 “Promotion Pages” shall mean a unique page or series of pages on the Partner Website that contain at least one instance of (i) approved Ad Content or LegalZoom Marks, and (ii) the Partner Link, and is also, primarily a specific offer of LZ Products to Partner Customers.
1.22 “Referred Customer” shall mean any Partner Customer who, during the Term, through the use of the Partner Link or Partner Marketing Materials, visits the Landing Page, purchases, orders or registers for any LZ Product.
1.23 “Search Engine” shall have the meaning ascribed to such term in Section 3.7.
1.24 “Term” shall have the meaning ascribed to such term in the Order Form.
1.25 “Website” shall mean any point of presence maintained on the Internet or on any other public data network. With respect to any Website maintained on the World Wide Web, such Website includes all HTML pages (or similar unit of information presented in any relevant data protocol) that either (a) are identified by the same second-level domain or by the same equivalent level identifier in any relevant address scheme, or (b) contain branding, graphics, navigation or other characteristics such that a user reasonably would conclude that the pages are part of an integrated information or service offering.
Section 2. Franchise Discount Program
2.1. Ad Content. Partner shall include Ad Content provided by LegalZoom on (a) the Promotion Pages and (b) as the Parties agree in writing (including email), other marketing materials related to LegalZoom or the Franchise Discount Program (“Partner Marketing Materials”). The Parties will work together to develop the manner in which the Ad Content is presented on the Promotion Pages and the Partner Marketing Materials according to the terms herein. Notwithstanding the foregoing, Partner shall obtain LegalZoom’s written approval (including email) prior to the use, distribution, or publication of the Promotion Pages or Partner Marketing materials and shall display the Promotion Pages or Partner marketing Materials only as expressly authorized in writing.
2.2. Referred Customers. Any Partner Customer that follows the Partner Link from the Promotion Pages or Partner Marketing Material and becomes a Referred Customer will be deemed to be a customer of LegalZoom. Accordingly, LegalZoom will be responsible for all aspects of order processing and fulfillment of the LZ Products. All of LegalZoom’s rules, prices, policies and operating procedures will apply to sales of LZ Products made under this Agreement. LegalZoom expressly reserves the right to reject any order, in its sole and absolute discretion.
2.3 Landing Page and Promotion Page. As between Partner and LegalZoom, Partner shall have the sole right and responsibility of creating and maintaining the Promotion Page on the Partner Website. As between Partner and LegalZoom, LegalZoom shall have the sole right and responsibility of creating and maintaining the Landing Page on the LegalZoom Website.
2.4. Business Expenses. Each Party shall bear full responsibility and risk and liability for all aspects of the conduct and operations of its business including, but not limited to, (a) offers of all products and services sold or licensed on or through its Website; (b) each Party’s relationship with visitors and users of its Website, vendors, licensees, licensors, regulatory agencies, governmental bodies and other third parties; and (c) each Party’s relationship with its customers, including, but not limited to, Partner Customers, in the case of the Partner, and Referred Customers, in the case of LegalZoom.
2.5. No Exclusivity. Partner and LegalZoom expressly agree that neither any provision of this Agreement nor any amendment of this Agreement shall prohibit or otherwise restrict LegalZoom from entering into any discussions, negotiations or agreements pursuant to which LegalZoom recommends, refers, endorses, sponsors, promotes, advertises or otherwise engages with business with any other entity including, but not limited to, entities that offer the same products or services offered by Partner. Both Partner and LegalZoom understand and agree that LegalZoom shall, in no way, be limited or restricted from entering into similar agreements with direct competitors of Partner prior to, during or after the term of this Agreement. LegalZoom does not commit to provide, guarantee or make representation regarding the volume of sales or revenue generated through the Franchise Discount Program.
2.6. New Partner Products. If the Parties mutually agree in writing (including email), additional products or services which LegalZoom offers for sale or distribution that were not available as of the Effective Date (“New Product”) may be included and considered part of the definition of “LZ Products” and will be subject to all applicable provisions in this Agreement.
Section 3. Intellectual Property
3.1 LegalZoom hereby grants Partner a limited non-exclusive, non-transferable, worldwide royalty-free license to use, reproduce, reformat, publicly display, publicly perform and distribute LZ Marks, Partner Links and the Ad Content on the Promotion Pages and, if the Parties mutually agree in writing (including email), Partner Marketing Materials. At any time, LegalZoom may submit written requests to modify or exclude Ad Content from the Promotion Pages or Partner Marketing Materials. Partner will make its best efforts to accommodate such requests as soon as practicable but, in any event, shall accommodate such requests no later than thirty (30) calendar days after receipt. LegalZoom will provide Partner with the appropriate Ad Content consistent with the then-current criteria and specifications of the LZ Products and the Franchise Discount Program.
3.2 Although the Parties may discuss various aspects of the manner in which the Ad Content may be presented on the Promotion Pages or Partner Marketing Materials, Partner shall not edit or modify any Ad Content approved by LegalZoom (including approvals by email) except as reasonably necessary for technical purposes, sizing, and the placement of the Ad Content on the Promotion Pages or Partner Marketing Materials. Partner shall not remove or discontinue the Ad Content or the Promotion Pages during the Term without providing LegalZoom five (5) business days notice in writing (including email).
3.3 If the Parties agree in writing (including email), LegalZoom may use the Partner Marks for the purpose of advertising the Franchise Discount Program. Provided that LegalZoom uses the Partner Marks as authorized, Partner hereby grants LegalZoom a limited non-exclusive, worldwide royalty-free license to use, reproduce, reformat, publicly display, publicly perform and distribute the Partner Marks in such marketing material and media as the Parties agree (“LegalZoom Marketing Materials”).
3.4 As between the Parties and excluding the use of any Partner Marks, LegalZoom retains all right, title and interest in and to the Ad Content, the LZ Marks, the Landing Page, the LegalZoom Marketing Material and the LegalZoom Websites (including, without limitation, any and all content, data, URLs, domain names, technology, software, code, user interfaces, "look and feel", trademarks and other items posted thereon or used in connection or associated therewith) along with all intellectual property rights associated with any of the foregoing. All goodwill arising out of LegalZoom’s use of any of the Partner Marks shall inure solely to the benefit of Partner.
3.5 As between the parties and excluding the use of any Ad Content and the LZ Marks, Partner retains all right, title and interest in and to the Partner Marks, the Promotion Pages, and the Partner Marketing Materials (including, without limitation, any and all content, data, URLs, domain names, technology, software, code, user interfaces, "look and feel," trademarks and other items posted thereon or used in connection or associated therewith) along with all intellectual property rights associated with any of the foregoing. All goodwill arising out of Partner’s use of any of the LegalZoom Marks shall inure solely to the benefit of LegalZoom.
3.6 Partner shall not make or cause to be made, any statement, public announcement, public filing, claim or representation of a business relationship between the Parties without the express prior written consent of LegalZoom in each instance.
3.7 Keyword Buy Policy. For purposes of this Section the term “Keyword Buy” means the purchase of rights to direct presentation of the purchaser’s advertisements in response to search queries using the given keyword in a Search Engine. The term “Search Engine” means any software that acts as a service by searching an index or database on the Internet and returns relevant matches based on information typed into a search query.
3.7.1. Partner acknowledges that LegalZoom owns the trademark “LegalZoom.com.” Unless the Parties agree otherwise in writing, Partner shall not bid on “LegalZoom,” “LegalZoom.com,” or “www.LegalZoom.com,” or any other mark that is confusingly similar to or a derivative of such marks or LegalZoom’s name, including, without limitation, misspellings, with any Search Engine. Any such bid shall be considered and treated as an infringement of LegalZoom’s intellectual property rights.
3.7.2. Partner shall not use links that automatically redirect a user to the LegalZoom Website in its search ads.
3.7.3. Partner shall not use “LegalZoom” or any variation of LegalZoom in its search ad creative content.
3.7.4. Notwithstanding the foregoing, nothing in this Agreement is intended or should be construed to prohibit or limit Partner’s rights and abilities to promote the Partner Website and Partner Products by any media, including, without limitation, via “pay-per-click” advertisements and, within the limitations set forth in this Section, Partner may participate in Keyword Buys through Search Engines to promote the goods and services offered via the Partner Website.
Section 4. Representations and Warranties. Partner represents and warrants to LegalZoom that as of the Effective Date and for the duration of the Term:
4.1. Partner is duly organized and validly existing under the laws of the state in which it is organized and in which it conducts business.
4.2. Partner has the full authority and corporate power to enter into this Agreement and to perform its obligations hereunder.
4.3. Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with any provision hereof, shall conflict with or result in a breach or default under any agreement binding upon Partner or its property, or violate any provision of any law, statute, rule, regulation, or order, writ judgment, injunction or decree applicable to Partner or its property.
4.4. This Agreement represents a valid obligation of Partner and is fully enforceable against Partner according to its terms.
4.5. Partner holds the necessary rights and licenses to grant the rights to the Partner Marks and Promotion Pages to LegalZoom as set forth in this Agreement.
4.6. Partner shall post a privacy policy on Partner Website and the Promotion Pages that complies with all applicable law and Partner shall comply with such privacy policy.
4.7. Partner shall perform its obligations under this Agreement in a highly professional manner consistent with high industry standards and practices.
4.8. Partner shall operate its business in strict accordance with all applicable laws, regulations, codes, and standards of government agencies, authorities, and self-regulatory organizations with jurisdiction over it and its business and in any jurisdiction in which it does or is deemed to be doing business.
4.9. Partner or its officers or directors are not a party to any pending litigation which could adversely affect Partner’s obligations hereunder.
4.10. Partner Website, Promotion Pages and any Partner Marketing Material do not contain any viruses, Trojan horses, back doors, Easter eggs, trap doors, cancelbots, worms, time bombs, or other computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, computer program, data or personal information.
Section 5. Authority to Act
5.1 Limitation of Agency. Each Party acknowledges and agrees that neither such Party, its Affiliates, nor any of the respective officers, directors, employees, agents, or representatives of either shall have any authority or obligation to engage in or execute any contract on behalf of the other Party or solicit, negotiate, bind the goods, services, or course of business of such other Party.
5.2 Forwarding Requests for Information. If Partner receives any request for information, advice, or service regarding LegalZoom, Partner agrees to forward such request to LegalZoom, through LegalZoom’s Website or otherwise.
5.3 Duty to Inform of Customer Concerns. If either Party receives any material complaint or inquiry concerning the goods, service, Website, or course of business of the other Party, such Party shall notify the other Party immediately. Each Party agrees to provide its cooperation to the other Party in answering inquiries or in resolving complaints.
Section 6. Confidential Information
6.1. In the course of negotiation of and carrying out its obligations under this Agreement, each Party may have disclosed or may disclose to the other Party certain Confidential Information. As used in this Agreement, the term “Confidential Information” means all nonpublic information currently existing or subsequently created disclosed by a Party to the other Party, directly or indirectly, that the disclosing Party designates as being confidential or which, under the circumstances surrounding disclosure, should be treated as confidential. Confidential Information includes, but is not limited to, the terms of this Agreement; nonpublic information related to customers, vendors, employees; and nonpublic information such as financial information, technical information, business plans, methods of operation, marketing concepts, internal corporate policies, products, pricing, sales, and other proprietary information. Confidential Information does not include any information that (i) was or becomes generally available to the general public through no fault of the receiving Party’s, (ii) the receiving Party previously knew prior to the disclosure (as shown by the receiving Party’s files and records immediately prior to the time of disclosure) and not subject to an existing agreement of confidence between the Parties, (iii) was rightfully in the receiving Party’s possession free of any obligation of confidence and obtained from a third party who is not bound to keep the information confidential or prohibited from disclosing the information by a contractual, legal, or fiduciary obligation, (iv) the receiving Party independently developed without reference to or reliance upon any Confidential Information (as shown by documents and other competent evidence in the receiving Party’s possession), or (v) the disclosing Party expressly consented to disclosure of the information in writing, but only to the extent of the consent.
6.2. Each Party shall not disclose the other Party’s Confidential Information to any third party without the other Party’s prior written consent and shall use Confidential Information only for the limited purpose of and as necessary to carry out its obligations under this Agreement. Neither Party shall alter, misappropriate, use or misuse, transfer, sell, copy, deliver, or divulge the other Party’s Confidential Information for any other purpose. Each shall use at least the same degree of care that it uses to protect its own Confidential Information of a similar nature and value, but in no event less than a reasonable standard of care, to protect the confidentiality and integrity of the other Party’s Confidential Information according to the provisions of this Agreement. Each Party shall disclose the other Party’s Confidential Information only to those of its employees, subcontractors, agents, attorneys, and consultants who are bound by confidentiality obligations and whose duties require access to the information and then only for the purposes contemplated by this Agreement.
6.3. Notwithstanding the foregoing, either Party may disclose the other Party’s Confidential Information (a) in response to a valid order of a court or other government body with appropriate jurisdiction over the applicable Party and the subject matter of the information; (b) as required by applicable law, regulation or rule by a government body with appropriate jurisdiction over the applicable Party and the subject matter of the information; and (c) as necessary to establish the rights of either Party herein; but, in each case, only to the extent of and for the purposes of the law, regulation, or order and only after the other Party is afforded a reasonable opportunity to oppose the disclosure or seek protection against further disclosure of the information.
6.4. Each Party’s Confidential Information is and shall remain its sole property. Neither Party obtains any ownership or license interest in any of the other Party’s Confidential Information by virtue of its disclosure under this Agreement. Each Party shall return to the other Party or, at its option, destroy all of the other’s Confidential Information in its possession or control upon termination of this Agreement or at the other Party’s request at any other time. Each Party shall, upon request, provide the other with an affidavit of destruction for any of the other’s Confidential Information it elects to destroy under this Section 6.4.
6.5. The parties acknowledge that the harm caused by the wrongful disclosure of Confidential Information will be difficult, if not impossible, to assess on a monetary basis alone and that legal damages may not be sufficient compensation for the wrongful disclosure. Therefore, either Party may enforce its rights under this Section 6 by equitable means, including, but not limited to, injunctive relief, in addition to any other remedies to which it is otherwise entitled.
6.6. Except for that portion of Confidential Information that is considered a trade secret under applicable law, the provisions of this Section 6 will survive termination of this Agreement for three (3) years after its expiration or termination. For that portion of Confidential Information that is considered a trade secret under applicable law, the provisions of this Section 6 will survive termination of this Agreement for the later of the three (3) year period or such time as the information is no longer considered a trade secret.
Section 7. Indemnification and Insurance
7.1. LegalZoom (“LegalZoom Indemnifying Party”) shall indemnify, defend, and hold harmless Partner and its officers, directors, employees and agents (“Partner Indemnified Parties”) from and against any and all action, cause of action, suit, claim, demand, settlement, judgment, controversy, loss, obligation, damage, cost, lien, fine, penalty, charge, court cost, payment, loss, liability and expense (including reasonable attorneys fees and expenses) which may be asserted against, imposed upon, or suffered by any of the Partner Indemnified Parties, or which may be claimed by any person as a result of, arising out of or related to (i) the breach of any of the representations or warranties made by LegalZoom in this Agreement and (ii) the failure of LegalZoom to perform its obligations under this Agreement (“Partner Claim”). Partner (“ Partner Indemnifying Party”) shall indemnify, defend, and hold harmless LegalZoom, its Affiliates, and each of their respective mirror, co-branded or derivative Websites, officers, directors, employees and agents (“LZ Indemnified Parties”) from and against any and all action, cause of action, suit, claim, demand, settlement, judgment, controversy, loss, obligation, damage, cost, lien, fine, penalty, charge, court cost, payment, loss, liability and expense (including reasonable attorneys fees and expenses) which may be asserted against, imposed upon, or suffered by any of the Indemnified Parties, or which may be claimed by any person as a result of, arising out of or related to (i) Partner’s business, (ii) any unauthorized use of LZ Marks, the Promotion Page, or Partner Marketing Material; (iii) any relationship, agreement or transaction between Partner and any of Partner’s customers, employees, agents, subcontractors, vendors, suppliers, regulatory agencies and any other third parties (iv) the violation by Partner of Partner’s policies, procedures and regulations, (v) the breach of any of the representations or warranties made by Partner in this Agreement and (vi) the failure of Partner to perform its obligations under this Agreement (“LZ Claim”).
7.2 If any Partner Claim or LZ Claim (“Claim”) shall be brought against any of the LZ Indemnified Parties or Partner Indemnified Parties, respectively, (“Indemnified Parties”) in respect to any allegation of which indemnity may be sought from the Partner Indemnifying Party or LZ Indemnifying Party, respectively, (the “Indemnifying Parties”), the Indemnified Party shall promptly notify the Indemnifying Party of any such Claim of which it becomes aware and shall: (a) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense in connection with the defense or settlement of any such Claim; and (b) be entitled to participate at its own expense in the defense of any such Claim. The Indemnified Party agrees that the Indemnifying Party shall have sole and exclusive control over the defense and settlement of any such Claim. However, the Indemnifying Party shall not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights or interests, without the prior written consent of the Indemnified Party.
7.3. Partner shall, during the term of this Agreement and for a period of one (1) year thereafter, procure and maintain, at its own cost and expense, liability insurance in amount reasonably expected in its industry, but in no event less than necessary to meet its obligations hereunder. Notwithstanding the foregoing, at a minimum, Partner shall procure and maintain, during the term of this Agreement (i) general liability insurance in the amount of $1,000,000 per occurrence and (ii) workers compensation with limits meeting applicable statutory requirements. Within seven (7) calendar days of LegalZoom’s request, Partner shall deliver to LegalZoom certificates of insurance evidencing the requirements in this section. Such certificates shall contain a provision that coverage will not be materially changed, cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to LegalZoom.
7.4. IN NO EVENT SHALL LEGALZOOM, ITS AFFILIATES OR EITHER OF THEIR RESPECTIVE MIRROR, CO-BRANDED, OR DERIVATIVE WEBSITES, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND/OR AGENTS (“LZ RELATED PARTIES”) BE LIABLE TO PARTNER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES RELATED TO LOST PROFITS, TOLL FRAUD, LOSS OF USE, AND LOSS OF DATA, OR FAILURE TO REALIZE SAVINGS OR BENEFITS) ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE TOTAL AGGREGATE LIABILITY OF LZ RELATED PARTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED AMOUNTS ACTUALLY PAID BY LEGALZOOM TO PARTNER DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CIRCUMSTANCES GIVING RISE TO THE FIRST CLAIM FOR DAMAGES UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEGALZOOM DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LEGALZOOM WEBSITE; THE LANDING PAGE, ANY MIRROR, CO-BRANDED, OR DERIVATIVE WEBSITES; THE FRANCHISE DISCOUNT PROGRAM; OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ADDITIONALLY ALL SERVICES PROVIDED BY LEGALZOOM PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED. LEGALZOOM DOES NOT WARRANT THAT ITS SERVICES OR THE LEGALZOOM WEBSITE SHALL BE UNINTERRUPTED OR ERROR FREE, NOR DOES LEGALZOOM MAKE ANY WARRANTY AS TO THE PERFORMANCE OR ANY RESULTS, INCLUDING, BUT NOT LIMITED TO, CONVERSION RATES, THAT MAY BE OBTAINED BY PARTICIPATION IN THE FRANCHISE DISCOUNT PROGRAM. IN ADDITION, LEGALZOOM EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO THE PARTNER WEBSITE(S) AND WITH RESPECT TO ANY PRODUCT OR SERVICE OFFERED OR SOLD THROUGH IT, INCLUDING, BUT NOT LIMITED TO LZ PRODUCTS. FURTHER, NOTHING HEREIN SHALL BE DEEMED TO BE AN APPROVAL, ENDORSEMENT OR RECOMMENDATION OF PARTNER BY LEGALZOOM. LegalZoom shall not be responsible or liable for the performance, payment obligation, liability, fraud or breach by any customer of Partner including, but not limited to, Referred Customers.
8. Effects of Termination – Note: See Order Form for additional Termination details.
8.1 On the effective date of termination of this Agreement, (a) the Parties shall cease and discontinue Partner’s participation in the Franchise Discount Program; (b) Partner shall remove the Ad Content from the Promotion Page and Partner Marketing Materials and discontinue use of the LZ Marks; (c) LegalZoom shall remove, cease, and discontinue the Landing Page and any other use of the Partner Marks; (d) LegalZoom shall continue to service all remaining orders from Referred Customers that have been placed as of the termination date in accordance with this Agreement; and (e) each Party shall return or destroy the Confidential Information of the other Party.
8.2 The following provisions shall survive the termination of the Agreement: Section 1 (Definitions), Section 3.3, Section 3.4, Section 3.7 (Keyword Buy), Section 6 (Confidential Information), Section 7 (Indemnification), Section 8.1 (Effects of Termination), and Section 9 (Miscellaneous).
9. Miscellaneous
9.1. Force Majeure. To the extent permitted by law, in the event that either Party fails, in whole or in part, to fulfill its obligations under this Agreement as a consequence of a fire, flood, earthquake, or other similar act of God (“Force Majeure Event”), the failure to perform shall not be considered a breach of this Agreement during the period of the Force Majeure Event. In the case of any Force Majeure Event, the disabled Party shall (a) promptly and in writing advise the other Party if it is unable to perform due to a Force Majeure Event, the expected duration of the inability to perform, and any developments that appear likely to affect its ability to perform any of its obligations, in whole or in part and (b) use its best efforts to meet its obligations under this Agreement. If any Force Majeure Event continues in excess of seven (7) calendar days, the non-disabled Party may terminate this Agreement upon notice to the disabled Party.
9.2. Assignment. Partner may not assign this Agreement nor any rights or obligations under this Agreement, in whole or in part, to any third party without LegalZoom’s prior express written consent and approval. LegalZoom may, without the consent of Partner, assign, subcontract and delegate any part of this Agreement to an Affiliate or in connection with a merger, consolidation, sale of all or substantially all of its assets to another entity. The terms and conditions of this Agreement shall bind and inure to the benefit of each Party’s respective successors and permitted assigns.
9.3. Relationship of the Parties. Partner and LegalZoom are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment or agency relationship between Partner and LegalZoom. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party. Each Party is solely responsible for the operation and management of its business, generally, and nothing in this Agreement is intended or should be construed to create any obligation or liability for either Party with respect to any aspect of the operation of the other’s business, including, without limitation, operation of or content on the other Party’s Website.
9.4. Waiver. The failure of either Party to (a) insist upon or enforce strict performance by the other Party of any provision of this Agreement or (b) exercise any right or remedy under this Agreement, shall not (x) be construed as a waiver or relinquishment of such Party’s right to enforce any such provision or right in any other instance or (y) preclude either Party from exercising or pursuing any other rights or remedies available to it under law or as provided in this Agreement. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof and no waiver shall be effective unless, in either case, it is expressly stated in writing and signed by an authorized representative of the waiving Party.
9.5. Severability. Whenever possible, each provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or any other jurisdiction and the parties shall reform that provision to the extent necessary to enforce it and preserve the parties’ original intent, failing which, it shall be severed from this Agreement with the balance of this Agreement continuing in full force and effect.
9.6. Modification. This Agreement may not be modified in any manner except in a written instrument executed by both parties that specifically refers to this Agreement and expressly recites the purpose of the modification.
9.7. Governing Law and Arbitration. This Agreement is deemed to be made under and is to be construed according to the laws of the State of California. Both parties shall seek to resolve any dispute arising out of this Agreement through good faith negotiations. If no agreement can be reached regarding a dispute within thirty (30) days after notification in writing by either Party to the other concerning such dispute, the dispute shall be settled by arbitration to be conducted in Los Angeles County, California before an arbitrator to be mutually agreed upon. LegalZoom and Partner agree to settle any disputes between the parties by arbitration in accordance with the rules then in effect by the American Arbitration Association. The costs of arbitration including attorney’s fees shall be reimbursed to the prevailing Party by the non-prevailing Party. Notwithstanding the above, either Party may seek preliminary or final injunctive relief in the event of the unauthorized disclosure of such Party’s Confidential Information or violations against such Party’s intellectual property infringement as set forth in this Agreement.
9.8. Attorneys’ Fees. In the event any dispute between the parties results in arbitration or litigation, the prevailing Party in any such action shall be entitled to recover from the other, its reasonable attorneys’ fees and costs, including expert witness fees, if any.
9.9. Headings, Recitals. The section headings in this Agreement have been inserted as a matter of convenience in reference, only, and are not intended nor should they be construed to convey any substantive content in interpretation of this Agreement. The recitals are intended and should be construed to be a part of this Agreement for all intents and purposes.
9.10. Notice. Unless otherwise specifically stated, all notices pursuant to this Agreement shall be in writing and shall be deemed to have been duly given to the other Party (a) on the day it is transmitted by facsimile with confirmation; (b) on the day after being sent by Federal Express (or comparable overnight delivery service), all fees prepaid; or (c) on the second day after being mailed by United States certified or registered mail, postage prepaid. If notice is sent via overnight delivery service or U.S. mail, it shall be sent to the other Party at the address set forth below (or at such other address as shall be given in writing by either Party to the other).
PARTNER: To: Partner Address (as set forth in Part A of the Order Form)
LEGALZOOM: To: The LegalZoom Business Contact (as set forth in Part A of the Order Form)
With a copy to: LegalZoom.com, Inc.
101 N. Brand Blvd, 11th Floor
Glendale, CA 91203
Attn: General Counsel
9.11. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous oral or written arrangements or understandings relating thereto.
[End of Terms.]