Effective Date: April 11, 2023
For previous versions, please see: https://www.legalzoom.com/legal/MSA-superseded-terms
Material changes since the prior version of these Terms:
·Definition of Affiliate: We updated the definition of Affiliate in Section 1(b).
·Confidentiality: We updated Section 6(c) to provide for notice in the event of unauthorized use or disclosure of Confidential Information.
·Background Checks: We updated the background check requirements in Section 12(b) to ensure workers are vetted prior to accessing certain LegalZoom information or facilities.
·Modification and Waiver: We updated the Modification and Waiver language in Section 15(d) to provide for notice of material changes and the ability to object to changes.
·Dispute Resolution: We updated the Dispute Resolution language in Section 15(b), including removal of recovery of costs and reasonable attorney’s fees by the prevailing party in arbitration.
·Minimum Information Security Requirements: We added minimum information security requirements that all LegalZoom Partners are expected to meet.
These Terms and Conditions (these “Terms”) are part of the LegalZoom Master Services Agreement (the “Agreement” or the “MSA”). These Terms 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.
While the “Parties” are defined as “Partner” and “LegalZoom”, the parties acknowledge and agree that the contracting parties are those listed on the MSA (or respective short form agreement Part A) by their Legal Name. Partner agrees that the defined term is for ease of reference only and the party listed as the contracting party shall be the party held responsible for all obligations hereunder.
1. DEFINITIONS. Any capitalized terms not defined herein shall have the meaning ascribed in the MSA or SOW, as applicable.
a. “Additional Insureds” shall have the meaning ascribed to that term below.
b. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
c. “Claim” shall have the meaning ascribed to that term in Section 9 below.
d. “Confidential Information” shall have the meaning ascribed to that term below. This term replaces “Information” pursuant to the Consulting Agreement.
e. “Deliverables” shall be as specifically set forth in a SOW and as otherwise defined herein. The term “Deliverables” shall now include any Goods as set forth on previous agreements.
f. “Disclosing Party” shall have the meaning ascribed to that term below.
g. References to “Exhibit B” shall be equivalent to a reference to these Terms.
h. “Force Majeure Event” shall have the meaning ascribed to that term below.
i. “Hazardous Materials” shall have the meaning ascribed to that term below.
j. “Indemnitees” shall have the meaning ascribed to that term below.
k. “Invoice” shall have the meaning ascribed to that term below.
l. “LegalZoom” shall mean the party set forth on the MSA. This term replaces “Company” pursuant to the LegalZoom Goods and Services Order Form and the 9900 Spectrum Goods and Services Order Form.
m. “LZ Related Parties” shall have the meaning ascribed to that term below.
n. “MSA Effective Date” shall have the meaning ascribed to that term on the MSA.
o. References to “Order Form” shall be equivalent to a reference to the MSA.
p. References to “Part A” shall be equivalent to a reference to the MSA.
q. References to “Part B” shall be equivalent to a reference to these Terms.
r. “Partner” shall mean the party set forth on the MSA contracting with LegalZoom. This term replaces “Provider” pursuant to the LegalZoom Goods and Service Order Form and the 9900 Spectrum Goods and Services Order Form and “Consultant” pursuant to the Consulting Agreement.
s. “Partner Agent” shall have the meaning ascribed to that term in Section 12(b) below.
t. “Partner Pre-Existing Intellectual Property Rights” shall have the meaning ascribed to that term below.
u. “Receiving Party” shall have the meaning ascribed to that term below.
v. “Record Retention Period” shall have the meaning ascribed to that term below.
w. “Representative” shall have the meaning ascribed to that term below.
x. “Service Fees” shall have the meaning ascribed to that term on the applicable SOW. This term replaces “Fees” pursuant to the LegalZoom Goods and Services Order Form.
y. “Services” shall have the meaning ascribed to that term on the applicable SOW.
z. “SOW” is a Statement of Work as defined on the MSA. This term replaces the term “Order Form” which was used pursuant to the LegalZoom Goods and Services Order Form and the 9900 Spectrum LLC Goods and Services Order Form.
aa. “SOW Effective Date” shall be the date set forth on each SOW in place. This term replaces the “Effective Date” of each Order Form pursuant to the LegalZoom Goods and Services Order Form.
bb. References to “Schedule” shall be equivalent to a reference to a SOW.
cc. “Term” shall have the meaning ascribed to that term below.
dd. “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.
ee. “Work Product” shall have the meaning ascribed to that term below.
2. SERVICES. Partner will provide Services to LegalZoom subject to and in strict compliance with the Agreement. The Agreement shall govern and no other terms and conditions (including, without limitation, Partner’s standard printed terms and conditions, Partner’s order acknowledgement, invoices, shrink-wrap, click-wrap or other electronic agreement, or any other terms and conditions that may be furnished in conjunction with the Services and/or Deliverables) shall have any application or effect upon the Services or this Agreement and are expressly rejected.
a. Statement(s) of Work. The Services to be provided by Partner shall be set forth in detail in one or more SOW. Each SOW shall describe the Services, the Deliverables (if any), the Service Fees due under that respective SOW, and the term applicable to that SOW.
b. Deliverables. Deliverables may or may not be specified on an SOW. The term “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 under or in connection with this Agreement, in addition to any specific item listed on a SOW. Partner shall be responsible for providing all Services and/or Deliverables specified on a SOW in accordance with this Agreement.
3. 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 SOW shall set forth its own term; provided that the termination of this Agreement shall automatically terminate all SOWs then in effect. In the event of a material breach of any of Partner’s obligations under this Agreement, LegalZoom may terminate this Agreement and/or any SOW 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. Partner may terminate this Agreement by providing at least thirty (30) days’ written notice to LegalZoom; provided that there are no active SOWs in effect upon the effective date of termination. LegalZoom may terminate this Agreement and/or any SOW 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. Cooperation. If applicable, following any notice of termination of the Agreement, Partner shall reasonably cooperate with LegalZoom in all matters relating to the winding up of the Services and the orderly transfer of pending work, if any, to other designees of LegalZoom.
c. Obligations upon Termination. Upon termination or expiration of this Agreement, neither Partner nor LegalZoom shall have any further obligations under this Agreement or any SOW, 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.
4. PAYMENT. In consideration for the performance of the Services (including, without limitation, completion and delivery of any Deliverables) and fulfillment of all of its obligations hereunder, LegalZoom shall pay Partner the Service Fees set forth in each fully executed SOW. LegalZoom’s payment obligations as set forth in this Section shall be LegalZoom’s sole financial obligation to Partner.
a. Expenses. Unless expressly set forth in the SOW, 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 and/or third parties; 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 or engages to complete the Services or produce and/or deliver the Deliverables and all other overhead expenses.
b. Invoice. Unless otherwise specifically set forth in the SOW, during each month that a SOW is in effect, Partner will deliver a written invoice detailing its progress on the Services and Deliverables each month during the Term, in a form reasonably acceptable to LegalZoom (“Invoice”). For each Invoice, Service Fees shall be computed monthly as of the last day of each calendar month. In no event shall Partner take longer than thirty (30) days after the end of the calendar month or end of the Agreement to submit an Invoice to LegalZoom for payment. Payment shall be due sixty (60) days from LegalZoom’s receipt of an undisputed Invoice therefore. If any particular Invoice is in dispute, LegalZoom agrees to pay Partner the portion(s) of the Invoice that are not in dispute. If multiple SOWs are in effect at one time, Partner shall submit one Invoice for each SOW then in effect. Partner is responsible for properly assessing all sales, use, and other taxes or applicable fees at the time of Invoice, and waives the right to assert claims for same later. The parties agree that LegalZoom shall have no obligation to remit payment to Partner for any taxes, Service Fees, or amounts that Partner failed to properly assess when submitting an Invoice.
c. Fee Estimates. If required by LegalZoom, within three (3) days following the end of each calendar month, Partner shall deliver to LegalZoom a report that contains an estimate of Service Fees that will be billed by Partner for the preceding calendar month.
5. ACCEPTANCE. If the Services are not performed to LegalZoom’s satisfaction or the Deliverables are not in conformance with the specifications or SOW, LegalZoom shall notify Partner within a reasonable amount of time. Partner will use its best efforts to either correct and deliver to LegalZoom, at Partner’s sole cost and as soon as practical following its receipt of notice, the corrected Services and/or Deliverables or, at LegalZoom’s option, credit the applicable invoice for the deficient Services and/or Deliverables (as applicable). Neither payment nor inspection shall constitute or imply acceptance of the Services or Deliverables and shall in no way impair the right of LegalZoom to reject damaged, non-conforming, or defective Services or Deliverables, or to avail itself of any other remedy to which it may be entitled.
6. CONFIDENTIALITY.
a. Confidential Information Definition. “Confidential Information” shall include all business information disclosed by LegalZoom (“Disclosing Party”) to Partner (“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; 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. Except as otherwise indicated herein, the term “Disclosing 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. Partner agrees that it shall take commercially reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information, which shall in any event, be no less than the care it takes to protect its own Confidential Information. Partner agrees not to use any Confidential Information for any purpose except to the extent necessary to perform its obligations under this Agreement. Partner shall not disclose any Confidential Information to third parties except as explicitly permitted herein. Further, Partner shall only disclose Confidential Information to its employees, subcontractors, and agents who: (a) have a need to know in order for Partner 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”). Partner shall be responsible for any breach of the terms of this Agreement by any of its Representatives. Partner will immediately notify LegalZoom upon discovery of any loss or unauthorized disclosure of the Confidential Information of LegalZoom. Partner 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 Partner any rights in or to the Confidential Information except as expressly set forth herein.
d. Return of Materials. Confidential Information is and shall remain LegalZoom’s sole property. Partner does not obtain any ownership or license interest in any of LegalZoom’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 LegalZoom to Partner, and all copies thereof that are in the possession of Partner or its agents, shall be and remain the property of LegalZoom. Partner shall return to LegalZoom or (at LegalZoom’s option) destroy all of the Confidential Information in Partner’s possession or control upon termination of this Agreement or at LegalZoom’s written request at any other time. Upon LegalZoom’s written request, Partner shall provide LegalZoom with an affidavit (signed by an officer, or if Partner is an individual, by that individual) certifying either that all Confidential Information has been returned or destroyed.
e. No Public Statement. Partner 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 and/or any SOW shall not relieve Partner of obligations imposed by this Section. The obligations of Partner 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 Partner or its agents; or (ii) the third (3rd) anniversary of the termination of the Agreement. Notwithstanding the foregoing, to the extent that LegalZoom has disclosed information that is considered a trade secret, Partner 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.
7. 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 a SOW, whether intermediate or partial (collectively, the "Work Product"), if any, shall be and remain the sole and exclusive property of LegalZoom. 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.
b. Assignment of Work Product. Partner hereby exclusively, unconditionally, and irrevocably transfers and assigns all present and future rights 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. Partner irrevocably waives any and all moral rights or any rights to similar effect in any country or at common law that Partner may have with respect to the Work Product, to the extent those rights have not been assigned above.
c. Partner Pre-Existing Intellectual Property. For the avoidance of doubt, the parties agree that Partner retains all ownership rights to Partner Pre-Existing Intellectual Property Rights. The term “Partner Pre-Existing Intellectual Property Rights” means any intellectual property rights developed by Partner apart from the Services and without the benefit of LegalZoom’s Confidential Information (as defined below). To the extent that any Partner Pre-Existing Intellectual Property Rights are contained in any Work Product or used in connection with the Services, Partner grants LegalZoom an irrevocable, non-exclusive, worldwide, perpetual, fully paid-up license to use the Partner Pre-Existing Intellectual Property Rights included in any Work Product or used in connection with the Services provided to LegalZoom in order to achieve the intended benefit of the Services or Work Product so provided. Partner expressly agrees not to use any Partner Pre-Existing Intellectual Property Rights 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.
d. LegalZoom IP. Partner shall acquire no rights or interest in any intellectual property rights of LegalZoom, including, without limitation, any copyrights, patents, trademarks, names, logos, product names, service marks, and any other identifying names or marks of LegalZoom.
e. Prohibited Use of Work Product. Partner acknowledges that it is prohibited from using any of LegalZoom’s Work Product (in any form) in any work Partner completes for a third party.
f. U.S. Data Privacy. Partner (i) agrees to comply with U.S. Privacy Laws, and (ii) in accordance with U.S. Privacy Laws, agrees not to collect, sell, retain, 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 or on LegalZoom's behalf.
8. SUBCONTRACTORS. In the event that Partner utilizes a third party (also referred to herein as a “subcontractor”) to perform any of its obligations hereunder, Partner shall provide written notice of same to LegalZoom and LegalZoom shall have the right to deny authorization of that specific subcontractor. Partner’s use of a subcontractor shall not relieve Partner of any liability or obligation hereunder, and Partner shall be responsible and liable for all acts, omissions, defaults, negligence or willful misconduct of any such subcontractor and for such subcontractor’s compliance with the terms and conditions of this Agreement. Partner is responsible for the supervision, direction, control, and compensation of its employees and permitted subcontractors. LegalZoom may require Partner to remove any Partner employee, subcontractor, or personnel from an assignment with LegalZoom at any time for any lawful reason, and Partner will immediately remove such person and assign a suitable replacement, as needed.
9. INDEMNIFICATION.
a. Indemnity. To the fullest extent permitted by law, Partner shall defend, indemnify, and hold harmless LegalZoom, its Affiliates, and each of their respective officers, directors, agents, employees, subsidiaries, and partners (collectively, "Indemnitees") from any and all actions, causes of action, suits, claims, demands, subpoenas, settlements, judgments, controversies, obligations, damages, costs, liens, fines, penalties, charges, court costs, payments, losses, liabilities, and expenses including, without limitation, reasonable attorneys’ and expert witness fees, litigation fees, and investigation costs through all appeals (collectively, “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 Services and/or Deliverables, (b) a breach or violation of any of Partner’s representations, warranties, or obligations in this Agreement, (c) any relationship, agreement, or transaction between Partner and any of Partner’s employees, agents, subcontractors, vendors, suppliers, regulatory agencies, other customers, and any other third parties, (d) the acts, errors, or omissions of Partner or its subcontractors, service companies, agents, or employees, (e) any bodily injury (including death) or property damage caused by Partner or its subcontractors, service companies, agents, or employees, (f) Partner holding itself out as an agent of LegalZoom outside the scope explicitly set forth in this Agreement, and (g) claims that the Services and/or Deliverables infringe upon the intellectual property rights of a third party.
b. 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.
10. INSURANCE.
a. Partner Insurance. During the Term and for a period of one (1) year thereafter, Partner represents and warrants that it will maintain, at its own cost and expense: (a) workers compensation insurance with limits meeting applicable statutory requirements or if no statutory requirement exists, a deductible no greater than $5,000; and (b) policies of insurance in amounts (i) reasonably expected in its industry, (ii) necessary to meet its obligations hereunder, and (iii) that will adequately protect Partner, its Affiliates, and additional insureds from Claims that may arise out of or result from the acts or omissions of Partner, its permitted subcontractors (if any), or by anyone directly or indirectly employed by any of them, or by anyone of whose acts any of them may be liable, with, at minimum, commercial general liability insurance. Partner represents and warrants that it maintains insurance which complies with the requirements set forth in this Agreement. 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.
b. Additional Insureds. Upon LegalZoom’s written request, all policies required hereunder (except Workers’ Compensation and Errors and Omissions and Professional Liability Insurance) shall name 9900 Spectrum LLC and LegalZoom.com, Inc (collectively “Additional Insureds”) as additional insureds. The following shall be included on Company’s certificate of insurance: “9900 Spectrum LLC, a Texas limited liability company and LegalZoom.com, Inc., a Delaware corporation and each of their Affiliates and their respective officers, directors, agents, servants, employees, divisions, subsidiaries, shareholders, partners and members are included as Additional Insureds.” The insurance provided by the Named Insured is primary and non-contributory. With respect to Workers’ Compensation, a waiver of subrogation is in favor of the Certificate Holder.” All policies shall contain a provision that coverage will not be cancelled or allowed to expire until at least thirty (30) days after written notice has been given to Company and shall have reasonable and customary deductibles. A Waiver of Subrogation in favor of the Additional Insureds and thirty (30) days written notice of cancellation or non-renewal is required on all policies. Partner shall provide certificates of insurance verifying the foregoing requirements within ten (10) days a request from LegalZoom.
c. Minimum Insurance Coverage Requirements.
|
Worker’s Compensation Insurance |
Statutory Amount |
|
Employer’s Liability Insurance |
$1,000,000 each accident or more, if required by Statute |
|
Business Auto Liability (including owned, hired, and non‑owned coverage) |
$300,000.00 |
|
Commercial General Liability (including Products/Completed Operations Coverages, Personal and Advertising injury, Blanket Contractual, Independent Contractors and a Broad Form Comprehensive Liability Extension Endorsement) |
$1,000,000.00 (per occurrence) $2,000,000.00 (aggregate) |
|
Errors and Omission and Professional Liability Insurance (if applicable, with 10 year tail period) |
$2,000,000.00 (per occurrence) $3,000,000.00 (aggregate) |
|
Valuable Papers Insurance (if applicable) |
Amount of Fees |
11. REPRESENTATIONS AND WARRANTIES.
a. Partner represents and warrants to LegalZoom that as of the MSA Effective Date and for the duration of the Term
i. Partner has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder;
ii. when signed by Partner, this Agreement shall constitute a valid and binding obligation of Partner, enforceable in accordance with its terms;
iii. Partner holds the necessary rights and licenses to grant the rights granted to LegalZoom and perform the Services as contemplated under this Agreement;
iv. Partner shall provide the Services and Deliverables 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;
v. Partner shall perform the Services in a good and workmanlike manner consistent with high industry standards and practices;
vi. all Services and Deliverables conform to the applicable specifications, drawings, or descriptions furnished by LegalZoom, provided by Partner, or detailed in the applicable SOW;
vii. the sale, distribution, or use of the Services and/or Deliverables by LegalZoom will not infringe any intellectual property rights of any third party;
viii. as applicable, all Deliverables Partner supplies shall be new, of satisfactory quality, and fit for any purpose held out by Partner or made known to Partner by LegalZoom;
ix. the Services and Deliverables provided shall be free from all material defects in design, material, and workmanship;
x. LegalZoom shall receive good and clear title to the Deliverables, free and clear of all liens and encumbrances;
xi. Partner or its officers or directors are not a party to any pending litigation or investigation which could adversely affect Partner’s obligations hereunder; and
xii. Partner will not disclose to LegalZoom or use any confidential or proprietary information or material belonging to any previous employer or other third party in the performances of services under this Agreement.
b. Without limiting the foregoing, Partner agrees to remedy, repair, or replace immediately (without cost to LegalZoom) all defective or non-conforming Services or Deliverables (whether in respect to materials, workmanship, or finished product) for a period of twelve months.
c. Claims for breach of warranty do not accrue until discovery of non-compliance, even if the Services and/or Deliverables were previously inspected. The warranties provided are cumulative and in addition to any warranty provided by law or equity. Any applicable statute of limitations runs from the date of discovery.
12. SAFETY AND SECURITY.
a. Hazardous Materials. Partner shall not use any hazardous materials (as defined in any federal, state, or local statute, ordinance, rule, or regulation) (collectively “Hazardous Materials”) in performing the Services or bring any Hazardous Materials on-site to a LegalZoom premises without LegalZoom’s prior written consent. Additionally, any Deliverables supplied or installed under this Agreement shall be formulated, designed, constructed, finished, and packaged as to be safe and without risk to health. Partner agrees, before delivery, to furnish to LegalZoom in writing, a list of any harmful or potentially harmful properties or ingredients in the Deliverables supplied, whether in use or otherwise, and shall update LegalZoom, from time to time, concerning any changes in such properties or ingredients. Partner agrees to immediately disclose to LegalZoom any use, storage, release, spilling, or disposal related to Hazardous Materials. Partner agrees to defend, indemnify, and hold harmless LegalZoom and each Indemnitee, and such party’s landlord at the premises where operations will be performed (and the officers, directors, employees, contractors, and agents of each of them) from any Claim related thereto; immediately advise LegalZoom in writing of any incident pertaining to Hazardous Materials; and lawfully remove, clean-up, and restore any property of LegalZoom and Indemnitees affected by the presence or use of such Hazardous Materials.
b. Background Check. If Partner’s employees, contractors, or agents will perform any part of the Services on-site at a LegalZoom location, will have access to LegalZoom Confidential Information, or will have access to a LegalZoom network (each, a “Partner Agent”), this Section will apply. Partner will perform, to the extent permitted by, and in accordance with, all applicable laws, including but not limited to the Fair Credit Reporting Act, a background check, consisting of a criminal background check and general background investigation, for each Partner Agent. Partner will be responsible for all related costs associated therewith and shall provide LegalZoom with access to the background check upon LegalZoom’s request. Partner shall not permit a Partner Agent to perform any component of the Services until a background check is completed and the results of the background check confirm that a Partner Agent has not been convicted of any felonies or misdemeanors involving fraud, violence, theft, or dishonesty; provided however, that Partner shall make all such decisions in accordance with all applicable laws, rules, and regulations. Partner agrees to defend, indemnify, and hold harmless LegalZoom and each Indemnitee from any Claim related to Partner’s obligations under this Section.
c. Information Security Requirements. If Partner has access to LegalZoom Confidential Information, visits a LegalZoom office, accesses LegalZoom networks, Partner will comply with the Information Security Requirements available at https://www.legalzoom.com/legal/private-pages/service-provider-information-security-requirements, which are incorporated herein by reference. In the event of a conflict between the Information Security Requirements and the terms of the Agreement, the terms of the Information Security Requirements will control.
d. Release and Indemnity if On-Site. If Partner will be performing services on-site at a LegalZoom location, this Section will apply. The terms of this Section shall apply to Partner, its employees, agents, subcontractors, successors, and assigns (collectively “Partner Parties”). The obligations herein shall be in addition to any other indemnity and liability obligations set forth in this Agreement.
Partner understands that there may be risks associated with the Services, including but not limited to bodily injury, permanent disability, or death. Partner understands that LegalZoom will provide limited supervision and assistance for the Services. By entering into this Agreement, Partner acknowledges that there may be a risk of acute physical injury, due to not only to Partner’s own actions, but also the action, inaction or negligence of others, or the conditions of the LegalZoom premises.
In consideration of Partner Parties’ access to the Premises, Partner expressly agrees and contracts, on behalf of the Partner Parties, that the LZ Related Parties shall not be liable jointly or severally for any damages arising from personal injuries (including death) sustained by any of the Partner Parties in, on, or about LegalZoom Premises, including those allegedly attributed to the negligent acts or omissions of the LZ Related Parties.
By entering into this Agreement, Partner agrees to assume full responsibility for any injuries or damages (both economic and non-economic) that may occur to the Partner Parties in, on, or about the LegalZoom premises and assumes full responsibility for the risk of injuries, damages, or losses that may occur to the Partner Parties in, on, or about the LegalZoom premises.
Partner expressly agrees to indemnify and hold the LZ Related Parties harmless from any and all Claims present or future, whether the same be known or unknown, anticipated, or unanticipated, resulting from or arising out of the Services.
13. 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 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 6-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CIRCUMSTANCES GIVING RISE TO THE 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.
14. MISCELLANEOUS MSA PROVISIONS.
a. Violation of Rules. Partner acknowledges and agrees that during the performance of this Agreement, Partner shall not (i) violate any of LegalZoom’s work rules and policies; (ii) harm LegalZoom’s equipment, property or inventory (other than ordinary wear and tear) which Partner is provided access to (if any); and/or (iii) interfere with LegalZoom’s business operations.
b. Relationship of the Parties.
i. 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. Partner will not act as or represent itself as an agent of LegalZoom unless expressly authorized by LegalZoom as evidenced on the SOW. If authorized by LegalZoom, the scope of Partner’s agency authority will be set forth in the applicable SOW and Partner shall not exceed the specific scope set forth therein. Partner acknowledges and agrees that Partner is obligated to report as income all compensation received by Partner pursuant to this Agreement. Partner agrees to and acknowledges the obligation to pay all applicable self-employment and other taxes on such income.
ii. Partner hereby acknowledges and agrees that Partner is not an employee of LegalZoom, and Partner agrees that Partner, its personnel, and its subcontractors, if any, shall not be entitled to receive or participate in any of LegalZoom’s benefits programs (including, without limitation, any health insurance or other benefit program that exists currently or that may exist in the future). Partner hereby expressly (and agrees to cause its personnel and subcontractors, if any, to also) waive(s), release(s), and forever discharge(s) LegalZoom from any Claims, rights, or entitlements Partner, its personnel, and/or subcontractors, if any, may have or allege for any such benefits program, plans, or arrangements. Partner agrees to inform its personnel and subcontractors, if any, of the provisions of this Section and those of the rest of the Agreement.
iii. Partner further acknowledges and agrees that LegalZoom shall have no obligation under federal, state, local, or other applicable law with respect to any liability or obligation that LegalZoom would otherwise incur were Partner’s, its personnel’s, or its subcontractors’, if any, relationship with LegalZoom to be determined to be an employer-employee relationship. All taxes, contributions, and tax returns applicable to any amounts paid by LegalZoom to Partner hereunder shall be the liability and sole responsibility of Partner. LegalZoom shall not withhold or pay any amounts relating to any taxes or contributions imposed by any governmental or other public agency with respect to any amounts paid to Partner pursuant to this Agreement, including, but not limited to, any federal, state, or municipal income tax, Social Security, unemployment insurance, state disability insurance, or worker’s compensation. Partner shall be liable for all applicable income taxes, Social Security, Medicare, unemployment insurance contributions, and similar payments related to itself, its personnel, and its subcontractors, if any. Partner hereby agrees to indemnify, defend, and hold LegalZoom and each Indemnitee harmless against any and all such taxes, payments, and contributions, including penalties and interest.
15. MISCELLANEOUS.
a. Records and Audit. Partner agrees to maintain true and complete records, documents, and procedures in connection with Services and Deliverables, and all transactions related thereto. Partner shall retain all such records during the Term and for a 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 or Deliverables are delivered (“Record Retention Period”). 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.
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 share equally the costs of arbitration (including arbitrator’s fees).
The parties, each of which represent and warrant that they 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 claims arising out of or related to this Agreement.
c. 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.
d. Modification and Waiver. Except as set forth in the Agreement, neither the Agreement (exclusive of these Terms) or any SOW may be modified in any manner except in a written instrument executed by both parties. LegalZoom will use reasonable efforts to notify Partners of material changes to these Terms (“Changes”), including by providing notice via email to Partner’s current primary Account Executive, Account Manager, or to the contact listed on the Agreement (“Notice of Material Change”). If such Changes have a material adverse effect on Partner, Partner may object to one or more of the Changes by emailing TermsNotice@legalzoom.com within thirty days after receiving notice of the Changes. To be effective, the email to LegalZoom must include “Objection to Material Changes in LegalZoom Terms” in the subject line and the email must clearly identify the objectionable Changes. If Partner submits an objection as set forth herein, the objected to Changes will not apply and, any corresponding provisions in the Terms in effect immediately prior to the Effective Date will govern until the earlier of (1) one year following the Notice of Material Change, or (2) the date that Partner enters into a new MSA, renewal, SOW, order form, or similar agreement with LegalZoom which are governed by these Terms, at which time the current version of these Terms will apply in its entirety. 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.
e. 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.
f. 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.
g. Headings and References. 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 the interpretation of this Agreement.
h. 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.
i. 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: legalnotice@legalzoom.com
If to Partner: Partner’s Contact information set forth in the MSA.
j. 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.
k. 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 some 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.
l. 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.