These Account Terms of Service are between Legal Copy Services, Inc., a Michigan corporation (“LCS”), and the individual or organization agreeing to these terms (“Client” “you” “your”). You accept and agree to this Agreement as a Client by clicking “I agree” or otherwise indicating your agreement through the Website, signing a document in which you agree to be subject to this Agreement, or using the Services.
Client and LCS agree as follows:
1. Scope of Agreement.
1.2. Other Agreements. The terms of this Agreement are subject to the terms of any other written agreement that is executed by both you and LCS. The terms of any such other written, executed agreements control any conflict with the terms of this Agreement.
2.1. Services Available. LCS may determine which Services to make available to you from time to time. LCS may change, add to or discontinue the Services available to you at any time, with or without notice to you. You acknowledge that access to your Account and the ability to upload User to the Website is a Service subject to this Agreement, even if you do not purchase other Services under this Agreement.
2.2. Request for Services. You may request Services from LCS through any means that LCS makes available to you for the request, which may include through your Account on the Website, through your CSR, or by submitting appropriately-formatted requests to LCS in a manner that LCS permits. All Services requests are subject to the availability of the Services to you and LCS’s policies and procedures as in effect at the time.
2.3. Agreement to Provide Services. LCS retains discretion regarding whether to agree to provide Services in response to your request. LCS agrees to provide a Service that you request only upon the earlier of: (a) LCS separately agreeing in writing to provide the specific Service requested, or (b) providing the Service. An acknowledgement or confirmation of receipt of a Services request is not an acceptance of that request. All Services are provided subject to and in accordance with this Agreement, except only as provided in Section 1.
2.4. Delivery of Services. LCS will use commercially reasonable efforts to provide Services substantially in accordance with any timeframe to which LCS agrees in writing. LCS does not otherwise guaranty that Services will be provided or available during any particular timeframe.
2.5. Record Retention. All company finalized records and information shall be retained and available for three years on Client’s Account. All company finalized records and information will be destroyed and disposed after seven years. All Legal Copy Services departments and employees are required to comply.
2.6. Locations. LCS will perform Services from locations within the United States by LCS personnel or subcontractors, in all cases utilizing systems installed in the United States and accessed from locations within the United States, unless otherwise determined by LCS.
3. Authorizations and Restrictions.
3.1. Authorizations. Client may authorize Users to access Client’s Account and may authorize Authorized Persons to access Client’s Services (such as User stored on Client’s behalf) through any means that LCS makes available to Client for the authorization, which may include through Client’s Account on the Website, through Client’s CSR, or by submitting appropriately-formatted authorizations to LCS in a manner that LCS permits. Client may also request the revocation of an authorization, provided that LCS will be obligated to honor the revocation request only to the extent that doing so is permitted by applicable law and does not violate the legal or other rights of the person whose authorization is being revoked. All authorization and revocation requests are subject to LCS’s policies and procedures as in effect at the time.
3.2. Unauthorized Use or Access. Client represents that it has the legal right to make each authorization, and is responsible for any authorization that violates this Agreement, applicable law, a court order, or a third party’s rights. Client is responsible for unauthorized, illegal or actionable use of its Account or Services by its Users and others who obtain access through Client or its Users. Client is responsible for maintaining the confidentiality of its and its Users usernames and passwords, and for otherwise managing its authorizations and Users. Client will prevent unauthorized use of its Account and Services by its Users, and will terminate any unauthorized use of or access to its Account and Services. A User Account may only be provisioned, registered, and used by a single User. The Services are not intended for User under the age of 18. Client will ensure that it does not allow any person under 18 to use the Services. Client will promptly notify LCS of any unauthorized use of or access to its Account or the Services.
3.3. Restrictions. Client will not, and will not allow its Users to: (a) sell or lease the Services or attempt to otherwise assign or transfer any rights in the Service or under this Agreement, except as expressly allowed under this Agreement; (b) grant authorization or access to the Services in violation of applicable law, a court order, or the rights of any third party; or (c) reverse engineer the Website or any Services, or attempt or assist anyone else to do so, unless this restriction is prohibited by law.
3.4. Compliance. Client and its User must not use the Services in violation of this Agreement, applicable law, a court order, or the rights of any third party. Client is responsible for the use of the Services and other acts and omissions of its authorized Users as if performed or not performed by Client directly. Client will not store, transmit or otherwise process any information through the Services that falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051), unless Client and LCS separately enter into a HIPAA Business Associate Agreement.
4. Invoicing and Payment .
4.1. Fees. LCS will charge a fee for each Service. LCS may quote the amount of the fee at the time that Client requests the Service or thereafter before LCS provides the Service, through the Website or otherwise. Client agrees to pay the quoted fee for each Service. If a fee is not quoted to Client, Client agrees to pay LCS’s standard fee for the Service as in effect on the date that LCS performs the Service. All fees are in United States dollars. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
4.2. Payment. LCS may offer customized billing arrangements to Client for all or some of Client’s fees. LCS may modify or terminate a customized billing arrangement by notice to Client at any time for Services provided after the date of the notice. LCS may also require that Client pay fees in advance of LCS rendering Services, if the Client makes a document request without first establishing a billing arrangement with LCS. If LCS has not agreed in writing to a customized billing arrangement and LCS does not require that Client pay fees in advance, LCS will invoice Client for fees in arrears, and Client agrees to pay each LCS invoice in full within 30 days of the invoice date. Client authorizes LCS to charge Client for all applicable fees using Client’s selected payment method, which may include pre-authorization. LCS may suspend or terminate the Services if fees are past due, without liability to Client. Client will provide complete and accurate billing and contact information to LCS. Any past-due amounts will accrue interest at a rate of the lesser of 10% per annum and the maximum rate permitted by applicable law, and LCS will be entitled to collect all reasonable costs and expenses, including attorneys’ fees, associated with collecting past-due amounts.
4.3. Purchase Orders. If Client requires the use of a purchase order process, Client: (i) must provide the purchase order and purchase order number at the time of Client’s request; and (ii) agrees that any terms and conditions included with the Client’s purchase order do not apply to this Agreement.
4.4. Third Party Arrangements. If a User, an Authorized Person or other third party has agreed to pay a fee to LCS with respect to a Service of which Client receives the benefit, but fails to do so, Client agrees that LCS may require that Client pay such unpaid fee to LCS. LCS will use this right only if LCS determines that it is fair and reasonable for LCS to do so.
4.5. Taxes. Fees are exclusive of Taxes, unless required by state, local, or federal taxing authority.
5.1. LCS Warranty. LCS warrants only that it will provide the Services substantially in accordance with this Agreement.
5.2. LCS DISCLAIMER OF WARRANTIES. LCS’S WARRANTY IN SECTION 4.1 IS THE ONLY WARRANTY PROVIDED BY LCS WITH RESPECT TO THIS AGREEMENT AND THE SERVICES. LCS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LCS PROVIDES NO WARRANTY WITH RESPECT TO ANY RECORDS, INCLUDING THAT LCS DOES NOT WARRANT THEIR CONTENT, ACCURACY OR COMPLETENESS. CLIENT AND EACH USER ACCESSES AND USES RECORDS AT THEIR OWN RISK.
5.3. Client Warranties. Client warrants to LCS that Client has the authority and legal right to enter into this Agreement and bind all individuals and entities intended to be bound by that act, request and receive each Service that it or any User requests or receives, upload and otherwise provide Records to LCS as provided, access and download Records that it or any User accesses or downloads, grant authorizations to Users and Authorized Persons, and otherwise perform this Agreement. Client warrants that Client’s or any User’s provision of Records to LCS does not infringe the rights of third parties. Client warrants that each request for Records or other Services is accurate and made with the authority and legal right to request the Record or other Service. Client warrants that each authorization by Client complies with applicable law and does not violate the legal rights of any third party.
6. Intellectual Property Rights
6.1. Records. LCS disclaims any Intellectual Property Rights in Records. Each of Client and each User retains any Intellectual Property Rights in Records that it may have, and grants no license to LCS with respect to Records except only to the extent reasonably necessary for LCS to perform this Agreement. Client and each User grants to LCS a non-exclusive, limited, revocable (in accordance with the termination provisions of this Agreement), worldwide, non-royalty bearing license to use Records to the extent reasonably necessary for LCS to perform this Agreement. LCS does not promise any Intellectual Property Rights to Client or any User with respect to Records, and Client and each User accesses and uses Records at their own risk. LCS reserves the right to remove from its Website and take any action to the extent that LCS determines it is reasonable to do so due to infringement or other claims by third parties or otherwise.
6.2. LCS Rights. LCS retains all of its Intellectual Property Rights in the Website and the Website’s content (excluding Records), in the other means that it uses to perform this Agreement, in its trademarks and copyrights, in its proprietary information, and in its other intellectual property, and grants no license to Client, any User or any other person except for Client and each User’s respective ability to use the Website in accordance with this Agreement.
7.1. By Client. Client will indemnify, defend, and hold LCS harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) (collectively “Losses”) arising out of or relating to: (a) Client or any User’s breach of this Agreement, including the inaccuracy of any representation by Client in this Agreement; or (b) any claim by a third party regarding any act or omission of Client or any User.
7.2. By LCS. LCS will indemnify, defend, and hold Client harmless from and against all Losses arising out of or relating to: (a) LCS’s breach of this Agreement, including the inaccuracy of any representation by LCS in this Agreement; or (b) any claim by a third party against Client to the extent based on an allegation that LCS’s technology used to provide the Services to the Client infringes or misappropriates any Intellectual Property Rights of a third party. In no event will LCS have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by LCS; and (b) any Records provided by Client, User, or other third parties. LCS HAS NO OBLIGATION TO ANY USER, AUTHORIZED PERSON, OR ANY THIRD PARTY UNDER THIS AGREEMENT. USERS, AUTHORIZED PERSONS AND OTHER THIRD PARTIES ARE NOT THIRD PARTY BENEFICIARIES OF THIS AGREEMENT.
7.3. Possible Infringement. If LCS believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then LCS may: (a) obtain the right for Client, at LCS’s expense (LCS has no obligation to secure such right with respect to Records), to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If LCS does not believe the options described in this section are commercially reasonable, then LCS may suspend or terminate Client’s use of the affected Services, with a pro-rata refund of prepaid fees for the Services.
7.4. General. The party seeking indemnification will promptly following discovery notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITY ABOVE ARE CLIENT’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY LCS.
7.5. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, CLIENT’S EXCLUSIVE REMEDY WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY BREACH OF WARRANTY, IS INDEMNIFICATION IN ACCORDANCE WITH THIS SECTION. NOTWITHSTANDING THIS SECTION OR ANY OTHER PROVISION OF THIS AGREEMENT OR ANY LAW TO THE CONTRARY, LCS WILL NOT BE LIABLE TO ANY CLIENT OR OTHER PARTY FOR: (A) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES WITH RESPECT TO THIS AGREEMENT, OR (B) AN AMOUNT IN EXCESS OF THE FEES PAID TO LCS BY CLIENT PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE INDEMNIFICATION CLAIM.
8. Term; Termination; Survival
8.1. Term. This Agreement commences as of the date on which Client accepts it and remains in force until terminated as provided under this Agreement.
8.2. Termination. At its option, either party may terminate this Agreement by providing written notice to the other party. The termination will be effective immediately, except that this Agreement will in LCS’s discretion continue with respect to any uncompleted Services and will terminate with respect to those Services upon completion and the payment of LCS. Upon termination, Client must immediately pay to LCS all amounts, including all fees, accrued for Services provided through the date of termination, including any fees described above in connection with the termination of uncompleted Services. Upon termination of this Agreement, the following provisions of this Agreement continue and survive in full force and effect: 1, 3.2, 3.3, 3.4, 3.5, 4 (including payment obligations accrued for Services provided through the date of termination), 5.2, 5.3, 6, 7, 8, 9, and 10.
9. Use of Names and Marks. Neither party may use or refer to the other party’s or its Affiliates’ names, service marks, logos or trademarks or any likenesses in any manner or for any purpose, or refer to the other party or its Affiliates, directly or indirectly, in any press release, public announcement, advertisements, marketing materials, brochures or catalogs or on any website or otherwise, or make any oral or written statement that, directly or implicitly, the other party or any of its Affiliates endorses or approves the party or its work without the express prior written consent of the relevant party in each instance. Any use of a party’s names, service marks, logos, or trademarks and all goodwill associated with them will inure solely to the benefit of that party or a designated Affiliate.
10.1. Notices and Writings. All notices under this Agreement must be in writing (which may include email) and will be given by letter, facsimile, or email (with hard copy confirmation upon request) and will be effective when received. Notices to Client will be sent to the applicable address and email on file with LCS. Notices to LCS must be sent to: Legal Copy Services, Inc., 3280 N. Evergreen Dr. NE, Grand Rapids, MI 49525, Attention: Geoffrey Bremer Email: email@example.com Each reference to a writing in this Agreement includes an electronic equivalent, such as e-mail.
10.2. Waiver; Cumulative Remedies. No term or provision in this Agreement is waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, or waiver of, or excuse for any other different or subsequent breach.
10.3. Headings. Headings are for convenience only and do not affect the interpretation of this Agreement.
10.4. No Assignment. Client may not assign this Agreement without LCS’s prior written consent, which must not be unreasonably withheld.
10.5. Successors and Representatives. This Agreement binds and inures to the benefit of the parties and their respective heirs, personal representatives, successors, and (where permitted) assignees.
10.6. Arbitration. Unless otherwise agreed by the parties, any controversy or claim arising out of or relating to this Agreement or its existence, validity, breach or termination will be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as provided in this section. The arbitration must not be administered by the American Arbitration Association unless the parties mutually agree. Any dispute as to whether a controversy or claim is subject to arbitration must be submitted and resolved as part of the arbitration proceeding. Unless the parties agree to a lesser number of arbitrators, the arbitration will be conducted by three arbitrators, one arbitrator to be appointed by each party and the third arbitrator, who will be the chairperson, to be mutually appointed by the two appointed arbitrators. The arbitrators must be independent of the parties. Any counterclaims that a party does not bring in its first responsive filing will be barred. The chairperson will be responsible for setting hearing dates and otherwise administering the arbitration. The panel must produce a reasoned, written decision as the basis for its award. The panel must not award punitive or exemplary damages or any damages or other remedies that are not permitted under this Agreement. The award and other determinations of the majority of the arbitrators will be final and binding on the parties. The costs of the arbitration will be shared equally by the parties, except that each party will be responsible for its own attorneys’ fees, costs, and expenses. The arbitration will be governed by the laws of the State of Michigan and will be held in the County of Kent in the State of Michigan. The language of the arbitration will be English. Judgment upon the award rendered may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement as the case may be. The parties waive any right to appeal the arbitral award except to the extent a right to appeal may not be lawfully waived. Notwithstanding the foregoing, nothing in this section will be construed as preventing a party from seeking equitable relief in a court of competent jurisdiction in the State of Michigan to prevent or stop a violation of an intellectual property right or confidentiality obligation if such violation might cause irreparable harm for which monetary damages would not provide an adequate remedy. Each party also maintains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures of protection pending arbitration; and (iii) to enforce any decision of the arbitrators, including the final award.
10.7. Governing Law. Michigan law applies to this Agreement without regard for any choice-of-law rules that might direct the application of the laws of any other jurisdiction.
10.8. Severability. If any part of this Agreement is for any reason held to be unenforceable, the rest of it remains fully enforceable.
10.9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations and understandings between the parties, written, oral or otherwise, with respect to such subject matter, except as provided in Section 1. This Agreement may not be modified except by a written amendment executed by both parties, except for modifications to the General Terms (which are effective when made) and to the agreements referenced in Section 1.2 in accordance with those agreements. Contrary or supplementary terms or conditions on any purchase order, quotation, acknowledgement or any other document that is not a fully executed amendment to this Agreement will have no effect.
“Account” means Client’s account through which Client and its Users access Services, which will be accessible through LCS’s Website, and which also includes Client’s traditional, non-internet based account with LCS.
“Affiliate” means any person who, with respect to a party: (i) owns, controls or has the power to vote at least 25% of the party’s outstanding voting securities; (ii) has at least 25% of the person’s outstanding securities owned, controlled by, or subject to the voting control of the party or its Affiliate; or (iii) is directly or indirectly controlling, controlled by, or under common control with the party or its Affiliate.
“Agreement” means these Account Terms of Services and the General Terms.
“Authorized Person” means a person who Client authorizes to access all or a portion of Client’s Services, such as User stored by LCS on Client’s behalf. Client acknowledges that Client may be an Authorized Person of another client of LCS, but that the obligations of a Client under this Agreement will apply to Client, nonetheless and in addition to any obligations of such other client to LCS.
“Client Services Representative” or “CSR” means your dedicated single point of contact at LCS from time to time.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights in intellectual property.
“Records” means the records obtained, digitalized, formatted, stored, printed, and/or mailed by LCS in connection with its performance of Services, including records uploaded by Client or a User to the Website.
“Services” means the services that Client requests and LCS agrees to provide from time to time, which may include authorization requests, facility research, record requests, record and authorization receipt, record digitalization and formatting, record storage, Website (including client portal) access, record access and download, record searching, record printing and mailing, specialized report services, subpoena services, e-sign services, Account access through the Website, and other services to the extent offered by LCS from time to time.
“Taxes” any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, duty, or other charge of any kind or nature excluding tax that is based on LCS’s net income, associated with the Services, including any related penalties or interest.
“User” means an individual or entity that Client authorizes to access Client’s Account or Services. Client acknowledges that Client may be a User of another client of LCS, but that the obligations of a Client under this Agreement apply to Client, nonetheless and in addition to any obligations of such other client to LCS.
“Website” means all webpages and related software and other internet-based capabilities operated by LCS to the extent of your access, including LCS’s client portal.