These Terms and Conditions are part of the LegalZoom Marketing Master Services Agreement. These Terms and Conditions may have been updated since the Agreements were initially entered, and references or terms may have changed. Please see the definitions section for additional information.
1. DEFINITIONS. Any capitalized terms not defined herein shall have the meaning ascribed in the MSA.
a. “Advertisements” means Creative or LZ Marks that are approved in final form by LegalZoom in each instance prior to public Display as described in a specific Insertion Order. For the sake of clarification, Advertisements may mean radio copy, SEM banners or graphics, SEM adwords or keywords, print publication graphics or copy, website graphics, design or copy, social media graphics or copy, newsletter (electronic or print) articles or graphics, and any other marketing or advertising elements Displayed pursuant to an Insertion Order.
b. “Affiliate” means 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.
c. “Authorized Purchases” means any purchase made by Partner on LegalZoom’s behalf pursuant to the authority expressly granted to Partner by LegalZoom in the MSA or Insertion Order.
d. “Claim” shall have the meaning ascribed to that term below.
e. “Confidential Information” shall have the meaning ascribed to that term below.
f. “Creative” means any unique intellectual property or intangible asset that is produced by LegalZoom and/or Partner pursuant to this Agreement and for the purpose of accomplishing the Services.
g. “Customer Information” means information about LegalZoom’s customers or potential customers that is provided by LegalZoom to Partner or gathered by Partner while performing the Services. Such Customer Information may include, without limitation, customer name, address, contact information, payment information, IP address, cookies, date and time of visit to LegalZoom’s website, LegalZoom’s website pages visited and merchandise viewed or purchased.
h. “Deliverables” means all documents, products, and materials developed and/or supplied by Partner as a part of the Services, or as otherwise supplied by Partner to LegalZoom in connection with an Insertion Order.
i. “Disclosing Party” shall have the meaning ascribed to that term below.
j. “Display” means to place, display, reproduce, distribute, use or otherwise make available to the public.
k. “Force Majeure Event” shall have the meaning ascribed to that term below.
l. “Indemnitees” shall have the meaning ascribed to that term below.
m. “Keyword Buy” shall have the meaning ascribed to that term below.
n. “Licensed IP” shall have the meaning ascribed to that term below.
o. “LZ Marks” shall mean LegalZoom’s trade names, trademarks, service marks, logos, other branding elements and other intellectual property used by LegalZoom in identifying its business and/or the source of its goods and services that are sent to Partner for the express purpose of use for the Services.
p. “LZ Related Parties” shall have the meaning ascribed to that term below.
q. “MSA” shall mean the LegalZoom Marketing Master Service Agreement.
r. “MSA Effective Date” shall have the meaning ascribed to that term on the MSA.
s. “Moral Rights” shall have the meaning ascribed to that term below.
t. “Major Expenses” shall mean all Authorized Purchases made by Partner on LegalZoom’s behalf that amount to more than $500, unless stated otherwise in an Insertion Order.
u. “Partner Tools” shall have the meaning ascribed to that term below.
v. “Publisher” shall mean any owner of any media, advertising network, or outlet that Displays an Advertisement.
w. “Receiving Party” shall have the meaning ascribed to that term below.
x. “Record Retention Period” shall have the meaning ascribed to that term below.
y. “Representative” shall have the meaning ascribed to that term below.
z. “Search Engine” shall have the meaning ascribed to that term below.
aa. “Services” shall mean the services and Deliverables set forth in a duly executed Insertion Order.
bb. “Term” shall have the meaning ascribed to that term below.
cc. “U.S. Privacy Laws" means, state and federal privacy laws of the United States that are similar to, and including, the California Consumer Privacy Act of 2018, as may be amended, replaced, or superseded from time to time.
dd. “Work Product” shall have the meaning ascribed to that term below.
2. SERVICES AND PARTNER OBLIGATIONS.
a. Insertion Orders. The Services to be performed by Partner shall be set forth in detail in one or more Insertion Orders. Each Insertion Order shall describe the Services, the Deliverables (if any), the total compensation due under that respective Insertion Order, and the term applicable to that Insertion Order.
b. Production of Creative. If the parties agree in an Insertion Order to produce Creative, the following terms will apply:
i. The Insertion Order will specify whether the Creative will be: (1) provided solely by LegalZoom; or (2) based on LZ Marks, created, designed, or otherwise produced by Partner.
ii. LegalZoom shall approve all Creative prior to its use in Advertisements or prior to it being Displayed
iii. All Creative supplied by Partner to LegalZoom shall be in accordance with LegalZoom’s advertising criteria or specifications, including, without limitation, technical specifications, privacy policies, user experience policies, community standards regarding obscenity or indecency, and material due dates as set forth by LegalZoom in an Insertion Order or communicated to Partner in writing (including through email).
c. Publications of Advertisements.
i. Partner shall use the Advertisements only as expressly permitted in this Agreement and only in the manner and to the audience expressly set forth in the Insertion Order. Partner shall not modify, sell, create derivatives, transfer, transmit, assign, pledge or otherwise use any of the Advertisements except as otherwise expressly permitted herein and only in accordance with the terms of the respective Insertion Order.
ii. If set forth in an Insertion Order and such agency authority is granted to Partner in Part A, Partner will purchase advertising space from Publishers for the Display of Advertisements on behalf of LegalZoom. The specifications of the Advertisements, media, frequency, and other terms associated related to their Display will be set forth in a duly executed Insertion Order.
iii. For any marks (which shall include trade names, trademarks, service marks, logos, other branding elements), Creative or Advertisements produced, modified, or altered by Partner, Partner must obtain LegalZoom’s written consent prior to initial Display of the Advertisements.
a. Limited License. Subject to the terms and conditions of this Agreement, LegalZoom hereby grants to Partner a limited non-exclusive, non-assignable, non-transferable, revocable license to Display Advertisements for the provision of the Services during the Term, in strict compliance with the terms and conditions of this Agreement.
b. No Other License. Other than the license granted by LegalZoom above, no other right or license is granted by LegalZoom to Partner, either express or implied, with respect to any other trademark, trade name, copyright, or other intellectual property right owned, possessed, or licensed by or to LegalZoom. LegalZoom shall have the right to use, edit, modify, license, assign, register, cease to use, cease Partner’s usage, or take any other action regarding the Advertisements at any time, without cause.
c. Registration. Partner shall not, and shall not assist any third party to, register or attempt to register any portion of the Advertisements or any colorable variation thereof as a trademark, service mark, copyright, trade dress, patent or otherwise in its own name or a third party's name, and Partner will cooperate fully as requested by LegalZoom in connection with any registration of any portion of the Advertisements by LegalZoom.
d. Ownership. Partner acknowledges and agrees that, between the Parties, LegalZoom owns all rights, title and interest in the Advertisements; and nothing in this Agreement shall confer to Partner or any of its Affiliates any right of ownership in the Advertisements or any intellectual property rights associated with the Advertisements.
4. KEYWORD BUY POLICY. Unless Partner is explicitly authorized to engage in the purchasing, bidding, or ordering of keywords, adwords, or search terms for LegalZoom pursuant to an Insertion Order, Partner shall adhere to the following principals of LegalZoom's Keyword Buy Policy.
a. 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.
b. LegalZoom owns the trademark "LegalZoom.com." 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.
c. Partner shall not use links that automatically redirect a user to the LegalZoom Website in its search ads.
d. Partner shall not use "LegalZoom" or any variation of LegalZoom in its search ad creative content.
e. Nothing in this Agreement is intended or should be construed to prohibit or limit Partner's rights and abilities to promote Partner’s website and/or Partner’s products or services by any media, including, without limitation, via "pay-per-click" advertisements, and, in compliance with this Agreement, Partner may participate in Keyword Buys through Search Engines to promote the goods and services offered via Partner’s website.
5. TERM AND TERMINATION.
a. Term. The term of this Agreement shall commence as of the MSA Effective Date and shall continue in full force and effect until terminated as set forth herein (the “Term”). Each Insertion Order shall set forth its own term; provided that the termination of this Agreement shall automatically terminate all Insertion Orders then in effect. In the event of a material breach of any of Partner’s obligations under this Agreement, LegalZoom may terminate this Agreement by providing three (3) days’ written notice. In the event of a material breach of LegalZoom’s material obligations under this Agreement, Partner may terminate this Agreement after Partner has provided LegalZoom with prior written notice and thirty (30) days to cure such breach. LegalZoom may terminate this Agreement and/or any Insertion Order, for any or no reason, without cause and without penalty, upon thirty (30) days’ written notice to Partner. Either Party may terminate this Agreement immediately, upon written notice to the other Party, if such other Party: (i) enters into or files (or has filed or commenced against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or similar laws of the United States or any state of the United States; (ii) any of a party’s principals, officers, controlling shareholders, members, or managers, is in involved in matters that the terminating Party reasonably determines shall have an adverse effect upon the terminating Party’s goodwill or reputation; or (iii) a party has violated or is believed to be violating the confidentiality obligations hereunder.
b. Refund in Event of Termination. In the event that an Insertion Order is terminated prior to completion of the Services, any fees paid by LegalZoom for Services not yet rendered as of the effective date of termination will be refunded in whole by Partner within thirty (30) days of the date of termination.
c. Effects of Termination. Upon termination or expiration of this Agreement, neither Partner nor LegalZoom shall have any further obligations under this Agreement or any Insertion Order, except for such provisions surviving the termination of this Agreement as well as LegalZoom’s obligation to pay Partner for any unpaid Services completed in accordance with this Agreement and any approved and unpaid expenses incurred prior to the termination.
Upon termination or expiration of this Agreement, all license and use rights granted to Partner shall automatically revert to LegalZoom, and Partner shall cease using, reproducing, advertising, marketing, distributing, and displaying any of the Advertisements, including, but not limited to, any LZ Marks and purchased Creative.
6. PAYMENT. In consideration of Partner’s representations, warranties, fulfillment of each of its obligations as set forth herein and each of LegalZoom’s rights and benefits as set forth herein, LegalZoom agrees to pay to Partner the fees expressly set forth in each duly executed Insertion Order and only after Partner has provided an accurate Invoice (as defined below). If, and to the extent, any portion of the Fees are not specifically and particularly set forth in exact dollar amounts in the Insertion Order, Partner shall obtain prior written consent of LegalZoom before incurring any cost or expense associated with or related to such portion of the Fee. LegalZoom shall not owe or pay Partner any other compensation or any other costs, fees, or expenses.
a. Invoicing. While any Insertion Order is valid and in effect, unless otherwise specifically set forth in the Insertion Order, the Fees shall be computed monthly as of the last day of each calendar month and delivered to LegalZoom in an Invoice. Within forty-five (45) calendar days of LegalZoom’s receipt of an accurate and undisputed Invoice, LegalZoom shall pay such Invoice. If any particular Invoice is in dispute, LegalZoom agrees to pay Partner for the portion(s) of the Invoice that are accurate and not in dispute. LegalZoom’s payment obligations as set forth in this Section shall be LegalZoom’s sole monetary obligation to Partner for that respective Insertion Order.
i. If Partner Has Agency Authority. LegalZoom will reimburse Partner for all actual, verifiable, documented, out-of-pocket expenses incurred on LegalZoom’s behalf pursuant to this Agreement. All Major Expenses will be approved by LegalZoom prior to Partner incurring such expenses and LegalZoom will not be responsible for any Major Expenses incurred by Partner that were incurred without LegalZoom’s express written consent (including through email.) Whenever possible, Agency will have third party vendor invoices billed directly to Client.
ii. If Partner Does Not Have Agency Authority. Unless expressly set forth in the Insertion Order, Partner is responsible for and must pay all costs and expenses which it incurs or are incidental to its provision of the Services and other responsibilities under this Agreement, including, but not limited to, costs of delivering or retrieving materials to or from LegalZoom or third parties; automobile, lodging and other travel expenses; meals and entertainment; insurance premiums; government fees and licenses; intellectual property license fees and royalties; real estate and/or office space; all salary, expenses and other compensation paid to employees or contract personnel Partner hires to complete the Services and all other overhead expenses. Partner shall assume sole responsibility for any debts or liabilities that may be incurred by Partner in fulfilling the terms of this Agreement and shall be solely responsible for the payment of all foreign, federal, state and local tariffs, duties and taxes which may accrue because of this Agreement including, but not limited to, income, sales, use, franchise, value-added, or import taxes, custom duties, or other taxes that may be assessed by any jurisdiction.
c. Late Payment. In the case of late payment by LegalZoom, Partner shall: (a) provide written notice of such overdue amount; and (b) not suspend Service(s) unless Partner provides express written notice of intent to suspend and allows LegalZoom at least five (5) business days to cure.
d. Refund for Any Unused Fees. If LegalZoom has met all commitments under this Agreement including complete payment for all Services, Partner will credit or refund any amounts paid in excess of value of the Services within thirty (30) days of the termination of the applicable Insertion Order.
e. Taxes. Each Party will be responsible for its own taxes, unless otherwise stated in an Insertion Order.
7. CONFIDENTIAL INFORMATION.
a. Confidential Information Definition. “Confidential Information” shall include all business information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plans, and equipment), and designated as being confidential or which, under the circumstances surrounding disclosure, ought to be considered confidential by the Receiving Party. Confidential Information includes, without limitation, information in tangible or intangible form, including notes made by the Receiving Party relating to and/or including the Disclosing Party’s released or unreleased services or products; marketing plans and strategies; business processes, policies or practices; individual or aggregated customer information; the terms of this Agreement; Customer Information; 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 information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information may have been disclosed before, on, or after the MSA Effective Date. In the case of LegalZoom, the terms “Disclosing Party” and “Receiving Party” also includes all business entities controlled by, controlling, or under common control with LegalZoom.
b. Exceptions to Confidential Information. Confidential Information shall not include any information which: (i) was publicly known and made generally available to the public prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed or acquired by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession; or (vi) is required to be disclosed by the Receiving Party by law, a court of competent jurisdiction, regulatory body, governmental authority, or exchange having jurisdiction over a party’s securities, provided that immediately upon receiving any such request and to the extent that it may legally do so, the Receiving Party promptly notifies the Disclosing Party in writing of such requirement to enable the Disclosing Party to seek a protective order to protect the confidentiality of such information, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. To the extent that the Receiving Party must disclose Confidential Information pursuant to this subpart (vi), any such disclosure shall be limited to only that Confidential Information required to be disclosed to comply with the order of the relevant court, regulatory body, governmental authority, or exchange.
c. Standards, Use, and Disclosure. The Receiving Party agrees that it shall take commercially reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information, which shall in any event, be no less than the care the Receiving Party’s takes to protect its own Confidential Information. The Receiving Party agrees not to use any Confidential Information for any purpose except to the extent necessary to perform its obligations under this Agreement. The Receiving Party shall not disclose any Confidential Information to third parties except as explicitly permitted herein. Further, the Receiving Party shall only disclose Confidential Information to its employees, subcontractors, and agents who: (a) have a need to know in order for the Receiving Party to fulfill its obligations hereunder or applicable law, and (b) are bound by an agreement with terms at least as stringent as those contained herein (each, a “Representative”). A party shall be responsible for any breach of the terms of this Agreement by any of its Representatives. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software, or other tangible objects which include Confidential Information and which are provided pursuant to this Agreement. Nothing in this Agreement is intended to grant to the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.
d. Return of Materials. 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. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by the Disclosing Party to the Receiving Party, and all copies thereof that are in the possession of the Receiving Party or its agents, shall be and remain the property of the Disclosing Party. The Receiving Party shall return to the Disclosing Party or (at the Disclosing Party’s option) destroy all of the Confidential Information in the Receiving Party’s possession or control upon termination of this Agreement or at the Disclosing Party’s written request at any other time. Upon the Disclosing Party’s written request, the Receiving Party shall provide the Disclosing Party with an affidavit (signed by an officer, or if the Receiving Party is an individual, by that individual) certifying either that all Confidential Information has been returned or destroyed.
e. Public Statement. Provider shall not make or cause to be made, any statement, public announcement, claim, or representation (including, but not limited to, marketing materials or business development presentations) of a business relationship between the parties without the express prior written consent of LegalZoom in each instance.
f. Survival of Confidentiality Obligations. Termination of this Agreement shall not relieve the parties of obligations imposed by this Section. The obligations of the Receiving Party hereunder shall survive until the earlier of: (i) such time as all Confidential Information is publicly known and is made generally available through no action or inaction of the Receiving Party or its agents; or (ii) the third (3rd) anniversary of the termination of the Agreement. Notwithstanding the foregoing, to the extent that a Disclosing Party has disclosed information that is considered a trade secret, the Receiving Party agrees to protect such trade secret(s) for so long as the information qualifies as a trade secret under applicable law.
g. Equitable Relief. 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, LegalZoom may enforce its rights under this Section by equitable means, including, but not limited to, injunctive relief, in addition to any other remedies to which it is otherwise entitled.
h. Customer Information. If Partner has access to Confidential Information regarding LegalZoom’s customers, as indicated on the MSA, Partner may not use this information for any reason other than for fulfilling the Services and as expressly authorized in the Insertion Order. Partner shall hold Customer Information in the strictest confidence. Notwithstanding the foregoing, if the Parties agree in an Insertion Order, Partner may aggregate Customer Information and use such aggregated data for the business purpose set forth in the applicable Insertion Order provided that no personally identifiable information of any customer can be associated with the data or its use. A breach of this Section by any acts or omissions of Partner, its employees, agents, service companies or subcontractors, including any unauthorized disclosure of Customer Information, shall constitute a material breach of this Agreement.
8. OWNERSHIP AND DATA PROTECTION.
a. Work Product. Partner agrees that all right, title, and interest in and to all work product, property, data, documentation, Services, Deliverables, information, or materials conceived, discovered, developed, or created by Partner pursuant to an Insertion Order, whether intermediate or partial (collectively, the "Work Product"), if any, shall be and remain the sole and exclusive property of LegalZoom. For clarity, Work Product shall include, without limitation, any Creative and Advertisements in connection with this Agreement. Immediately upon the creation of any Work Product, Partner will disclose and deliver to LegalZoom all information and data in its possession, power, or control necessary for a full understanding, application, and, where applicable, registration of the Work Product. To the greatest extent possible, any Work Product shall be deemed to be a "work made for hire" (as defined in the United States Copyright Act, 17 U.S.C.A. Section 101 et seq., as amended) and owned exclusively by LegalZoom. Upon purchase or delivery to LegalZoom, LegalZoom will be deemed the sole author of the Creative and the owner of all rights in and to the Creative with the right to make all uses of the Creative throughout the universe and all changes in the Creative as LegalZoom deems necessary or desirable.
b. Assignment of Work Product. Partner hereby exclusively, unconditionally, and irrevocably transfers and assigns to LegalZoom all present and future rights, title, and interest in the Work Product, including, but not limited to, the exclusive use, marketing, and distribution rights to Work Product. Partner irrevocably releases any and all rights it may have in the Work Product, now or in the future, including any intellectual property rights therein. Partner agrees to render to LegalZoom any and all assistance reasonably required to effectuate and protect LegalZoom’s ownership rights provided herein, including executing all applications relating to intellectual property rights, domestic or foreign, assignments and other papers necessary to secure and enforce rights relating to the Work Product. Any assignment of intellectual property to LegalZoom hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Partner hereby waives such Moral Rights and consents to any action of LegalZoom that would violate such Moral Rights in the absence of such consent. Partner shall confirm any such waivers and consents from time to time as requested by LegalZoom. Partner agrees that LegalZoom shall have the right to transform, edit, alter, distort, modify, add to, subtract from, enhance, broadcast, telecast, duplicate, distribute or otherwise exhibit the Work Product (i.e., Creative) worldwide in all forms of media and forms of exploitation, now known or hereafter created including, but not limited to, websites, film, television, radio and print. Partner agrees that Partner shall have no right to approve any use or non-use of the Creative. Partner represents, warrants and covenants that no third party has or shall have any right of approval over the use of the Creative or shall be due any amounts from the use of the Creative.
c. Assistance Regarding Work Product. If Partner cannot grant LegalZoom ownership rights to the Creative and cannot directly license or assign rights to use the Creative, Partner will use its best efforts to guarantee LegalZoom’s ability to license any intellectual property elements used in the Creative that require a license from the owner of the property (“Licensed IP”). Partner will either (a) secure the license to Licensed IP on the LegalZoom’s behalf upon LegalZoom’s purchase of the Creative displaying the Licensed IP, or (b) expressly communicate the existence, owner, and steps necessary for LegalZoom to purchase the license to the Licensed IP prior to LegalZoom’s purchase of the Creative displaying the Licensed IP. If payment is required to secure the license from a third party, Partner will secure the license and charge LegalZoom or arrange for LegalZoom’s payment of such license fees, with no mark-up.
d. Goodwill of the Advertisements. Partner recognizes the great value of the goodwill associated with the Advertisements, and acknowledges that the Advertisements and all rights therein, and goodwill pertaining thereto, belong exclusively to LegalZoom. Partner agrees that it will not, during the Term or thereafter, assert or allege any claim of ownership or any other rights of LegalZoom in and to the Advertisements or attack the validity of the license granted hereunder.
e. Partner’s Proprietary Intellectual Property. In providing the Services to LegalZoom, Partner may utilize certain proprietary software, scripts, materials, or tools that were not designed, licensed, or otherwise created for the specific purpose of fulfilling the Services for LegalZoom (“Partner Tools”). To the extent Partner uses Partner Tools in the fulfillment of the Services or Deliverables, Partner grants LegalZoom a non-exclusive, royalty-free, perpetual, irrevocable license to use the Partner Tools that are incorporated into any Deliverable. LegalZoom will not reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Partner Tools. Partner expressly agrees not to use any Partner Tools or other third-party intellectual property rights (including without limitation, any open-source materials) in performing the Services or in the development of any Deliverables or materials hereunder, without the prior written consent of LegalZoom.
f. Data Protection. Partner agrees to comply with U.S. Privacy Laws, and (ii) in accordance with U.S. Privacy Laws, agrees not to collect, sell, use, or disclose the personal information of any consumer it may gain access to by virtue of providing services to LegalZoom except as necessary to provide the services contemplated by this Agreement to LegalZoom or on LegalZoom's behalf.
9. REPRESENTATIONS AND WARRANTIES. Partner represents and warrants to LegalZoom that as of the Effective Date and for the duration of the Term:
a. It has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder;
b. This Agreement shall constitute a valid and binding obligation of Partner, enforceable in accordance with its terms;
c. Partner (and/or its officers or directors) are not a party to any pending litigation or investigation which could adversely affect Partner’s obligations hereunder;
d. Partner holds the necessary rights and licenses to grant the rights granted to LegalZoom and perform the Services as contemplated under this Agreement;
e. Partner shall provide the Services and perform its obligations hereunder in strict accordance with all applicable laws, rules, regulations, codes, permits, licenses, and standards of government agencies, authorities, and self-regulatory organizations with jurisdiction over, governing or relating to Partner its business, or to the subject matter of this Agreement;
f. Partner shall perform the Services in a good and workmanlike manner consistent with high industry standards and practices;
g. All Services, Deliverables, and Work Product shall conform to the applicable specifications, drawings, or descriptions furnished by LegalZoom, provided to Partner, or detailed in the applicable Insertion Order; and
h. The Services, Work Product, Deliverables, Creative, or the Display of any Creative produced or offered to LegalZoom hereunder will not infringe any intellectual property rights of any third party.
10. AGENCY AUTHORITY.
a. If Partner has agency authority, as indicated on the MSA, Partner is hereby retained on a non-exclusive basis to represent LegalZoom for the limited purpose set forth in the Insertion Order, and only to the extent such authority is expressly stated in such Insertion Order. Partner is authorized to enter into contracts with third parties, upon LegalZoom’s prior written approval for each specific contract, to effectuate the purposes of this Agreement. All Authorized Purchases need to be (a) set forth in an Insertion Order, (b) necessary for the fulfillment of the Services, (c) contain no mark-up, unless specifically authorized by LegalZoom, and (d) used solely for the benefit of LegalZoom. LegalZoom assumes full liability and responsibility for all Authorized Purchases resulting from contracts with such third parties. Any Major Expenses need to be authorized by LegalZoom in writing prior to purchase by Partner (including by email).
b. If Partner does not have agency authority, as indicated on the MSA, Partner acknowledges and agrees that neither Partner nor its officers, directors, employees, and/or agents shall have any authority or obligation to engage in or execute any contract on behalf of the LegalZoom or solicit, negotiate, bind the goods, services, or course of business of LegalZoom.
11. NON-EXCLUSIVITY. Partner and LegalZoom expressly agree that the parties do not intend, nor will Partner allege, that this Agreement is or is intended to (now or in the future) 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 in 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.
12. INSURANCE. 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 and for a period of one (1) year after, the following: (i) general liability insurance covering bodily injury and property damage in the amount of $1,000,000 per occurrence; and (ii) workers compensation with limits meeting applicable statutory requirements, and if no statutory requirement exists, a deductible no greater than $5,000. If requested by LegalZoom in writing, Partner agrees to name LegalZoom.com, Inc. as an additional insured on its applicable insurance policies. 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.
a. Indemnity. To the fullest extent permitted by law, Partner shall indemnify, defend, and hold harmless LegalZoom, its Affiliates, and each of their respective officers, directors, agents, servants, employees, divisions, subsidiaries, shareholders, partners, and members (collectively, “Indemnitees”) from and against any and all action, cause of action, suit, claim, demand, subpoena, settlement, judgment, controversy, loss, obligation, damage, cost, lien, fine, penalty, charge, court cost, payment, loss, liability and expense including, without limitation, reasonable attorneys’ and expert witness fees, litigation fees, and investigation costs through all appeals (collectively, each a “Claim”) that may be asserted against, imposed upon, or suffered by any of the Indemnitees, or that may be claimed by any person as a result of, arising out of or related to: (a) the breach or violation of any Partner’s representations, warranties or obligations in this Agreement, (b) unauthorized Display of Advertisements, (c) the violation by Partner of LegalZoom or Partner’s policies, procedures and regulations, (d) any relationship, agreement or transaction unrelated to the fulfillment of the Services or without LegalZoom’s reasonable consent between Partner and any of Partner's customers, employees, agents, subcontractors, vendors, suppliers, regulatory agencies and any other third parties, (e) failure of Partner to perform the Services, (f) any allegations or Claims that the Services, Deliverables, Advertisements (if generated by Partner), or Creative infringe upon the intellectual property rights of a third party; and/or (f) Partner’s gross negligence and willful misconduct.
b. Non-Agency Authority Indemnity. If Partner does not have agency authority, as indicated on the MSA, LegalZoom’s indemnification rights extend to any Claim resulting from, arising out of, or related to the relationship, agreement, or transaction between Partner and any third party.
c. Indemnification Process. The Indemnitees shall permit Partner (at Partner’s expense) to assume the defense of any Claim(s), provided that counsel for Partner, who shall conduct the defense, shall be reasonably satisfactory to each Indemnitee, and each Indemnitee may participate in the defense at such Indemnitee’s expense. If the Partner does not promptly assume the defense of a Claim, each Indemnitee shall be entitled to assume and control such defense and to settle or agree to pay in full such Claim without the consent of the Partner without prejudice to the ability of the Indemnitee to enforce its claim for indemnification from Partner hereunder. Except with the prior written consent of each Indemnitee, Partner may not, in the defense of any Claim, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting any Indemnitee or that does not include as an unconditional term thereof, an irrevocable release from all liability with respect to such Claim given by each claimant or plaintiff to each Indemnitee. If the Indemnitee, in good faith, determines that the conduct of the defense or any proposed settlement of any Claim would reasonably be expected to adversely affect the Indemnitee’s tax liability or ability to conduct its business, or that the Indemnitee may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Partner in respect of such Claim, the Indemnitee shall have the right at all times to take over and control the defense, settlement, negotiation, or litigation relating to any such Claim at the sole cost of the Partner, provided that if the Indemnitee does so take over and control, the Indemnitee shall not settle such Claim without the written consent of the Partner, such consent not to be unreasonably withheld or delayed. In any event, Partner and LegalZoom shall cooperate in the defense of any Claim subject to this Section and the records of each shall be made reasonably available to the other to the extent related to or necessary for such defense.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL LEGALZOOM, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE 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) ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE TOTAL AGGREGATE LIABILITY OF LEGALZOOM’S 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 PURSUANT TO THE INSERTION ORDER GIVING RISE TO THE CLAIM FOR DAMAGES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEGALZOOM DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED.
15. RELATIONSHIP OF THE PARTIES. Partner agrees to provide the Services hereunder solely as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or similar relationship between Partner and LegalZoom. Unless the Parties expressly enter into an agency relationship in the Part A, the Parties acknowledge nothing in this Agreement establishes an agency relationship.
a. Records and Audit. Partner agrees to maintain true and complete records, documents and procedures in connection with the Services, and all transactions related thereto. Partner shall retain all such records during the Record Retention Period. The “Record Retention Period” shall mean during the Term and for at least twenty-four (24) months (or such longer period of time as may be required by law) after the end of the calendar year in which the Services are fully performed. Partner shall provide LegalZoom, upon reasonable request, an opportunity to audit such records, documents, and procedures along with other available documentation at any time during the Record Retention Period. Partner shall fully cooperate with LegalZoom in connection with any such audit. In the event that any such audit shall reveal an overcharge by Partner to LegalZoom, Partner shall remedy such overcharge and the cause for such overcharge immediately plus interest at the rate maximum allowable by law per annum. In the event any such audit shall reveal an overcharge by Partner to LegalZoom of greater than five percent (5%) during any calendar year, Partner shall also reimburse LegalZoom for the costs and expenses of such audit. This Section shall survive the termination or expiration of this Agreement.
b. Governing Law and Arbitration. Any dispute arising out of or relating to this Agreement shall be decided by final and binding arbitration, without any rights to appellate review, before a single retired State or Federal Judge or Justice, or in instances of trademark, copyright, or patent disputes, a Federal Judge, in Los Angeles County, California. The dispute shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures, unless the amount in controversy is under $500,000, and in which case, JAMS Streamlined Arbitration Rules and Procedures shall apply, which are incorporated herein by reference. Commencement of an arbitration under this Agreement may be accomplished by service of the required “Demand for Arbitration Before JAMS” in accordance with the Notice Requirements of this Agreement.
In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, and shall be required to follow applicable federal and state law. The arbitrator shall issue a written reasoned award, which may be entered as a judgment in any court of competent jurisdiction, and the parties, and each of them, irrevocably consent to personal jurisdiction in Los Angeles, California with respect to any disputes arising out of or related to this Agreement. The arbitrator shall have the authority to issue as part of his/her award a permanent injunction, but such authority shall not serve as a bar to any Party seeking a preliminary injunction or other form of prejudgment remedy with a Court of competent jurisdiction if so allowed under applicable law. Under such circumstances, the applicant shall not be required to demonstrate that the “award to which the applicant may be entitled may be rendered ineffectual without provisional relief”, as otherwise required by Cal. Code. Civ. Proc. § 1281.8. This transaction involves interstate commerce, and as such, the parties agree that the Federal Arbitration Act applies. To the extent of a conflict between the Federal Arbitration Act and the California Arbitration Act, the Federal Arbitration Act controls.
Unless otherwise required by applicable law, the parties to the arbitration shall initially share equally the costs of arbitration (including arbitrator’s fees), subject to re-allocation by the arbitrator.
The prevailing party in any arbitration shall be entitled to recovery of its costs (including its share of the costs of arbitration and any expert fees) and reasonable attorney’s fees.
The parties, each of which represent and warrant that they have been afforded the right to consult with and have consulted with an attorney of their choosing regarding this Agreement, understand that by agreeing to use arbitration they are each giving up any right that they may have to a judge or jury trial with regard to those claims.
c. Attorneys’ Fees. Should any Party hereto institute any action or proceeding in arbitration or court, including in any bankruptcy proceeding, to enforce or seek an interpretation of any provision hereof or for damages by reason of an alleged breach of any provision of this Agreement, the prevailing Party shall be entitled to recover from the losing Party or Parties its reasonable attorneys' fees and expenses, including, without limitation, the costs of services of paralegals, legal assistants, legal secretaries and expert witnesses, and costs of litigation, investigation and appeal incurred by the prevailing party in such action or proceeding. The prevailing party shall remain entitled to recover the above attorneys' fees in the event the losing party or parties should become the subject of an order for relief under Title 11 of the United States Bankruptcy Code, or any successor statute or any other applicable statute.
d. Assignment. Partner shall not assign or transfer, in whole or in part, any of its rights or obligations under this Agreement, voluntarily or by operation of law, except with the prior written consent of LegalZoom, which may be granted or withheld in LegalZoom’s sole and absolute discretion, and any attempt to do so without such consent shall be void. Partner shall, at all times, remain fully responsible and liable for the performance of Partner’s obligations herein, regardless if any portion or component of the Services are performed by a permitted assignee or transferee. LegalZoom may assign or otherwise transfer any of its rights or obligations under this Agreement without Partner’s consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and each party’s permitted successors and assigns.
e. Modification and Waiver. Except as set forth in the MSA, neither this Agreement nor any Insertion Order may be modified in any manner except in a written instrument executed by both Parties. 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: (i) be construed as a waiver or relinquishment of such party’s right to enforce any such provision or right in any other instance or (ii) 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.
f. 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.
g. 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.
h. Headings and References. The section headings in this Agreement have been inserted as a matter of convenience and for reference only, and are not intended nor should they be construed to convey any substantive content in the interpretation of this Agreement.
i. No Presumption Against Drafter. Each of the Parties hereto has jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by each of the Parties hereto and no presumptions or burdens of proof shall arise favoring any Party by virtue of the authorship of any of the provisions of this Agreement.
j. 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 after being sent by overnight delivery via Federal Express (or comparable overnight delivery service with tracking), all fees prepaid, or (b) on the third day after being mailed by United States certified or registered mail, postage prepaid (or comparable delivery service). A party may update its notice address in accordance with this Section. The initial notice addresses for the parties are as follows:
If to LegalZoom: LegalZoom.com, Inc. ATTN: General Counsel, 101 N. Brand Blvd.,11th Floor, Glendale, CA 91203
With a copy to: LegalZoom’ Contact information set forth in the MSA.
If to Partner: Partner’s Contact information set forth in the MSA.
k. Survival. All provisions of this Agreement which, by their nature, should apply beyond its term will remain in force after any termination or expiration of this Agreement.
l. Counterparts. The parties agree that: (i) this Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument; (ii) signatures on this Agreement communicated by facsimile or other similar electronic transmission or a digital signature provided through DocuSign (or other similar service) shall be considered an original signature; and (iii) the use of electronic signatures and the keeping of records in electronic form be granted the same legal effect, validity or enforceability as a signature affixed by hand or the use of a paper-based record keeping system to the extent and as provided for in any applicable law including the Federal Electronic Signatures in Global and National Commerce Act, California digital signature regulations, or any other similar state laws based on the Uniform Electronic Transactions Act.
m. No Third-Party Beneficiaries. Except as otherwise expressly set forth herein, nothing in this Agreement is intended to confer upon any person or entity other than the parties hereto any rights or remedies, and the parties do not intend for any third parties to be third-party beneficiaries of this Agreement.
Last Modified: April 6, 2021