February 21, 2022

Terms of service

Last updated on February 21, 2022

RULES FOR PROVIDING THE “JUSNOTE” SERVICE

These Terms of Service of “Jusnote”, together with the Privacy Policy located at https://jusnote.com/privacy-policy/, govern the use of the software and services provided by “Jusnote” by the Subscriber, a limited liability company incorporated in Ukraine with a registration number 43307114 and office located at Poltavskyi Shliakh 9, Kharkiv (“Jusnote”) under the Jusnote trademark. By registering to use the Service, the Subscriber agrees to this license agreement.

DEFINITIONS

“Administrator” means an individual designated by the Subscriber (a) as the primary administrative contact to resolve any issues related to disconnections from the Service and other issues and/or technical issues and (b) authorized by the Subscriber to administer the Subscription, and add additional Users and/or designate Administrators. The first user is considered to be the designated administrator.

"Account Data” means data related to the Subscriber and Users necessary for their identification and work with the Service. To avoid misunderstandings, Account data does not include data that is uploaded by the Subscriber or User to the Service (contact/customer data, projects, tasks, billing, and other similar information).

“Registered Client” means an individual who has been invited by the User to use the limited client features of the Service in a limited capacity.

“Content” means any information or materials that the User uploads or publishes in the Service, including, among other things, information about its users' contacts (customers, employees, projects, etc.).

"Confidential Information" means Account data, Content and any other information, technical data that each party to this Agreement considers property or trade (lawyer’s) secrets, including, but not limited to, information about research, processes, charts, reports, source code, information about the client, and his projects/tasks/assignments, date of appeal and provided recommendations, information on prices, fees, rates, other financial information, business plans, marketing, disclosed by either Party after the Effective Date of this Agreement, directly or indirectly, in any form (oral, written, etc.).

"User" means an individual to whom the Administrator has granted access to the Service.

"Subscriber" means an individual (usually a law firm) who pays for the Service.

"Intellectual Property Rights" means the rights to trademarks, trade names, domain names; copyright and related rights; rights to inventions, utility models, and industrial designs; rights to trade secrets, know-how, trade secrets; property and non-property rights to other results of creative, intellectual activity; as well as permissions (licenses) for any object of intellectual property.

“Security Emergency” means a breach by the Subscriber of this Agreement that: a) may interfere with the provision of the Service by Jusnote or the business of other Subscribers, or b) may disable the network or servers used to provide the Service or c) may lead to unauthorized access by third parties to the Service.

“Regulator” – for the Subscribers means a body that regulates the provision of legal services or practice of advocacy.

“Service” means the services and products provided by Jusnote under the trademark “Jusnote” through the website located at https://jusnote.com or https://app.jusnote.com.

“Agreement” means these Terms of Service of Jusnote, together with the Privacy Policy, located at https://jusnote.com/privacy-policy.

LIMITED LICENSE & USE OF SERVICE

2.1. Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.

2.2. Jusnote does not review the Content and does not claim any Intellectual Property Rights over the Content.

2.3. A subscriber undertakes to ensure that Users and Registered Clients comply with the provisions of this Agreement. Subscriber is responsible for the acts and omissions of Users and Registered Clients during the use of the Service, including any disclosure of Content and Confidential Information.

2.4. Subscriber has no right to copy and resell the Service. A subscriber undertakes not to use access to the Service or any part thereof, including design elements, styles, HTML code, etc., except for the Subscriber's own business (internal activities) within the framework of the Agreement.

2.5. Subscriber has no right to modify, adapt or otherwise interfere with the Service, except as expressly provided by law, or create any website that could lead to false identification with the Service provided by Jusnote.

2.6. A subscriber undertakes not to use the Service in any way that may infringe Intellectual Property Rights or in a manner that is unlawful, threatening, etc., or in violation of this Agreement. Subscriber may not use the Service to download, publish, transmit, store or transmit viruses, computer programs that replicate themselves and (or) contain any destructive codes or viruses.

2.7. Except for the non-exclusive license granted under this Agreement, the Subscriber acknowledges and agrees that all property ownership, Intellectual Property Rights, licenses, and other rights to the Service belong exclusively to Jusnote. Subscriber has no right to use the Service except through the internet-hosted version deployed by Jusnote.

2.8. Jusnote has the right to restrict the Subscriber's access to the Service at any time if used by the Subscriber (User or Registered Customer), the Service in any way that may infringe Intellectual Property Rights or in a way that is illegal, threatening, etc. or in violation of this Agreement, as well as in the case of use by the Subscriber (User or Registered Customer) of the Service to download, publish, transmit, store or transmit viruses, computer programs that replicate themselves and (or) contain any destructive codes or viruses.

2.9. Jusnote reserves the right, at any time or from time to time, to modify or terminate, temporarily or permanently, any function related to the Service, with or without notice, unless Jusnote notifies the Subscriber for thirty days before the changes that significantly reduce the functionality of the Service. In the latter case, the Subscriber has the right to terminate this Agreement and the validity of his subscription by visiting the relevant page of the Service.

2.10. Jusnote reserves the right to temporarily suspend access to the Service for operational purposes, including maintenance, repair, or installation of updates. Jusnote will send the corresponding message or post it in the Service not less than 2 (two) working days before such suspension. Jusnote has the right to temporarily suspend access to the Service without notice in circumstances that require immediate action to protect the Service if the delay caused by the message could induce harm. Jusnote shall use all reasonable efforts to minimize the operational suspensions of the Service.

2.11. Subscriber has the right to store (deposit) all of its Content on third-party and self-selected services (cloud, local, etc.), using the appropriate technical means and tools. The terms of storage of Content on third-party services, solely selected by the Subscriber, are governed by separate agreements that the Subscriber will conclude with Escrow Agents.

2.12. Accounting (financial) functions that are part of the Service are designed to provide general information about the financial condition of the Subscriber during legal practice. These functions do not replace the accounting and reporting established by the Law on Legal Entities.

2.13. Jusnote uses universal tools (categories, types, etc.) for all jurisdictions. Subscriber shall solely configure the Service under its own jurisdiction, using the parameters available in the Service.

2.14. Jusnote uses one code base for all jurisdictions. Subscriber solely configures the Service for its own jurisdiction and needs.

2.15. Subscriber grants Jusnote the right to store and process Confidential Information during the use of the Service by the Subscriber for the sole purpose of fulfilling Jusnote’s obligations under this Agreement. This right includes the permission of Jusnote to create and publish consolidated anonymous (impersonal) reports on the use of the Service, trends, etc. if they do not contradict the provisions of this Agreement.

ACCESS TO THE SERVICE

3.1. Only the User and Registered Clients are allowed to use the Service. To access the Service, the User must provide limited information that can be requested by Jusnote.

3.2. Each User will be provided with a unique identifier to access and use the Service ("Username" or Login). Subscriber shall use all reasonable efforts to ensure that each Username is only used by the User to whom it is assigned and not used by other Users.

3.3. The first User in the Service is the Subscriber and Administrator, who has the right to administer the subscription to the Service and add Users and/or appoint additional Administrators. Administrator has the right to deactivate the User if the Administrator wants to terminate access to the Service of this User.

3.4. If the Subscriber has only one Administrator, the Subscriber will provide Jusnote with the name and contact information of the User designated by him for use as an alternative contact person if Jusnote is unable to contact the Administrator within 30 (thirty) days of the initial attempt to contact the Administrator.

3.5. In the relationship between Jusnote and the Subscriber, any Content remains the property of the Subscriber.

3.6. Upon termination of the subscription or termination of use of the Service, Jusnote will communicate exclusively with the Administrator or a designated alternative User (in the case provided in paragraph 3.4. of this Agreement) on any matters relating to the Subscriber's Content.

3.7. Jusnote provides access to the Service using the application programming interface (“API”) under the provisions of this Agreement.

Jusnote shall not be liable for: a) any processing, error processing, or destruction of Content that has occurred outside the Service in connection with the Services or systems external to the Service with its API; b) for temporarily suspending access to the Service through the API in connection with the excessive use of the Service through the API (after a reasonable attempt to warn Subscriber of loading).

Jusnote reserves the right at any time to modify or terminate, temporarily or permanently, access to the Service using it through the API with or without a Subscriber’s notice.

CONFIDENTIALITY

4.1. Each Party agrees to treat all Confidential Information as confidential and not to use or disclose it except as necessary to comply with this Agreement.

Jusnote acknowledges that Content may contain information (material) that is a lawyer’s secret or a matter of professional responsibility that the Subscriber bears to his clients.

SECURITY AND ACCESS

5.1. Jusnote uses a secure method of authentication and access to the Service, in particular by:

a) managing users' passwords and protecting passwords using code that meets industry-specific password management requirements;

b) transmission of passwords in encrypted form.

5.2. Except as provided in clause 5.1., the Subscriber shall be responsible for protecting the Usernames (Logins) and passwords or other codes associated with the Service, as well as for compliance with the Content to the requirements of the Law.

5.3. Subscriber will implement policies and procedures to prevent the unauthorized use of Usernames and passwords and immediately notify Jusnote of any suspected password loss or unauthorized use by third parties.

5.4. Jusnote is obliged to:

a) use Good Industry Practices regarding information security and Content processing;

b) use Good Industry Practices regarding network security techniques, appropriate intrusion detection, and authentication protocols;

c) ensure its hosting facilities use Good Industry Practices for security and privacy.

5.5. Jusnote notifies the Subscriber of the provision of the necessary information (except for those that could harm the security of data uploaded by other clients) of any events which, in Jusnote’s opinion, have caused or may lead to unauthorized access, disclosure, use, and damage of the Content. Jusnote will make such a report within 72 hours after a security breach is detected.

5.6. In the event of a Security Breach, Jusnote agrees to cooperate with the Subscriber to identify the cause of the breach as well as any affected Content and to assist the Subscriber in investigating and preventing the repeated breach. Jusnote will cooperate with the Subscriber in any litigation or investigation against third parties or Content that the Subscriber undertakes to protect.

5.7. Jusnote takes reasonable steps to encrypt Content and keep it secure, taking into account technological developments and the cost of implementing such measures.

PROCESSING OF PERSONAL DATA

6.1. In cases where personal data protection is required by law, the Subscriber guarantees that he has obtained or will obtain all necessary consent to the personal data of his contacts (customers, employees, Users) to be processed by Jusnote under this Agreement.

6.2. Jusnote will process personal data in accordance with the Privacy Policy, located at https://jusnote.com/privacy-policy/.

6.3. Jusnote will treat the Subscriber's personal information as confidential and will ensure that all employees or other Jusnote staff will undertake not to disclose the Subscriber's personal information.

6.4. As provided in clause 10.4. of this Agreement, Jusnote shall provide the Subscriber with the opportunity to delete all personal data processed by Jusnote within 90 days from the date of termination of the subscription or this Agreement.

Jusnote will retain the Subscriber's personal information in the amount and for the time necessary to fulfill the purpose for which it is collected, including to satisfy our legitimate business interests and to meet any legal or reporting requirements.

REGULATORY REQUIREMENTS AND LEGAL COMPLIANCE

7.1. Subscriber permits and Jusnote agrees to cooperate with all legitimate requests from the public authorities of the Regulator regarding the Subscriber.

7.2. If Jusnote is required by law to provide information about the Subscriber, Jusnote shall immediately notify the Subscriber in writing form (unless otherwise prohibited by law) prior to providing any information so that the Subscriber has the opportunity to obtain the necessary security (prohibition of providing/disclosure information, etc.) in court.

MANAGED BACKUP AND ARCHIVING

8.1. Jusnote maintains a managed backup service on servers located in the EU to facilitate the recovery of Content on the server or device from which the Content was received in the event of loss or damage to the original data. Jusnote will use the specified service to recover lost or damaged Content free of charge for the Subscriber.

8.2. Upon termination of use of the Service for any reason, the Subscriber will have 90 days to receive any or all of the Content prior to its removal by Jusnote.

PAYMENT, REFUNDS, AND SUBSCRIPTION CHANGE

9.1. For using the Service, the Subscriber pays the subscription fee as set out below.

9.2. All payments do not include VAT and other sales taxes, which the Subscriber agrees to pay in accordance with the law and provided that Jusnote includes them in the invoice.

9.3. In addition to the fee for using the Service, the Subscriber may incur additional costs related to accessing the Service, including, but not limited to, Internet access fee, data roaming, etc.

9.4. Monthly payers will pay their original monthly fee after the free trial period expires. Such payers will then be charged an advance every thirty days. Annual payers pay their annual fee upfront, after which they will be charged a new annual fee on the day the annual subscription expires. All payments are non-refundable, including payments made by annual payers, except as expressly provided in this Agreement.

The Subscriber may additionally purchase services for configuring the Service by Jusnote specialists, individual training, or services for data migration or template automation.

9.5. If the Service is unavailable due to the actions or omissions of Jusnote, the fee for using the Service (monthly or annual) will be restarted, and the Subscriber will be given an additional period of use of the Service in proportion to the period when the Service was unavailable.

9.6. Any fees for early termination of the subscription are not charged. Subscriptions that are canceled before the end of the current billing period will not be included in the next billing period.

9.7. Subscriptions (tariff plans) offered by Jusnote may differ in the number or content of features or the increased or reduced storage space of Subscriber Content. A change in the subscription (tariff plan) may lead to a decrease or increase in the number of features or the amount of disk space for the Subscriber Content provided by the Service.

9.8. All payments to be made by the Subscriber under this Agreement shall be made without withholding any taxes. If the Subscriber is required to deduct (withhold) any taxes on such payments, then the payable amount must be increased by the amount of the appropriate deductions. So that after all deductions and withholdings, Jusnote receives the amount it would have received if the deduction (withholding) had not been received.

TERM AND TERMINATION OF THE AGREEMENT

10.1. This Agreement shall expire when the first User enters the Service and shall remain in force until the use of the Service is terminated, or the Account is deleted by the Administrator appointed by the Subscriber, or in other cases provided for in this Agreement. Jusnote also has the right to terminate access to the Service (by notifying the Subscriber) at the end of the current subscription period.

10.2. Either party to this Agreement may terminate it at any time by a written email to the other party in the event of a breach of the terms to this Agreement, including, but not limited to, delay by the Subscriber within 30 (thirty) days of the obligation to pay any amount to be paid under this Agreement and without elimination such breach within 10 (ten) calendar days after the corresponding notification by email.

10.3. Subscriber, in the person of the Administrator appointed by him, must remove all his Content from the Service before the termination of this Agreement. Jusnote has the right to delete or destroy all Subscriber Content (Account Data) stored on the Service within 90 (ninety) calendar days from the date of termination of the Agreement or termination of the subscription. Jusnote is not liable to the Subscriber or any User for the removal of Content under this provision. Jusnote has no obligation to notify the Subscriber or Users of the removal of its Content after the termination of this Agreement or the termination of the subscription. Jusnote may provide paid services for the transfer of Subscriber Content to external repositories selected by the Subscriber.

10.4. Content remains available to the Administrator designated by the Subscriber for 90 (ninety) calendar days upon termination of the subscription or this Agreement.

10.5. Unsubscribing or deleting an Account cannot be accepted by Jusnote by email.

LIMITATION OF LIABILITY

11.1. Neither party to this Agreement is liable under any circumstances: a) for loss of profits, expected income, interruption, suspension, or termination of business; b) for penalties or other economic sanctions, even if they are due to improper performance or non-compliance by a party to this Agreement.

11.2. Jusnote shall not be liable for any damages and claims that may be incurred by the Subscriber in connection with the execution of this Agreement if such damages and claims could be avoided or reduced through the use of a) backup copies of the Content; or (b) the advice of the Jusnote Support Service; or (c) reasonable methods and tools in place in the global marketplace to avoid such losses and claims.

11.3. The Subscriber is fully aware and unconditionally agrees that Jusnote’s aggregate liability to the Subscriber for any claims, damages, including lost profits, non-pecuniary damage, etc., incurred by the Subscriber or its Users in connection with this Agreement (using the Service) is limited to the number of payments (excluding VAT) by the Subscriber made to Jusnote during the last 6 (six) months that preceded the occurrence of such claim or loss.

11.4. Jusnote shall be released from liability for failure or improper performance of this Agreement if it occurred as a result of external circumstances and/or actions (omissions) of third parties which (circumstances and actions/omissions) are beyond the control or through no fault of Jusnote.

WARRANTIES

12.1. Subscriber warrants and states that it has every legitimate reason to collect, register, accumulate, store, adapt, modify, update, use and distribute (transmit), impersonate, destroy any personal data and other information that make up the Content, using the Service.

12.2. Jusnote guarantees that the Content will be encrypted and kept given the state of technological development and the cost of implementation of any measures related to the secure storage of data.

12.3. Jusnote guarantees and states that it has the right to enter into this Agreement and to provide the Service on its own behalf or on behalf of the local providers of Jusnote.

12.4. Each party to this Agreement undertakes to comply with it under the provisions of the current legislation of Ukraine.

12.5. The Service may be incompatible with the Subscriber's computer or other equipment. The service can also not be error-free. Jusnote does not make any warranties as to any results (financial, reputational, etc.) that may be obtained when using the Service.

12.6. Each Party acknowledges and agrees that it has not entered into this Agreement based on any statements or promises not expressly provided for in this Agreement.

This Agreement constitutes the entire agreement between Jusnote and the Subscriber and governs the Subscriber’s use of the Service, superseding any prior arrangement between the Parties (including any prior revision of this Agreement).

COMPENSATION FOR LOSSES

13.1. Subscriber hereby agrees to release Jusnote from liability for any claims, actions, legal claims, damages, penalties, costs, including legal aid, which are caused or arising out of a) the breach by the Subscriber of any obligation under this Agreement; b) from the negligent acts or omissions of the Users.

13.2. Without any caveats or restrictions, Jusnote is exempt from any claims, lawsuits, legal fees, damages, etc., which will arise or be related to the claims of third parties who declare that the Service violates their intellectual property rights.

A Subscriber undertakes to protect Jusnote from any claims of third parties, damages, costs arising from/or related to claims by third parties that declare that the Content violates their rights, including intellectual property rights.

13.3. Any compensation to be provided by Jusnote shall be determined based on the following conditions: a) Subscriber must take real measures to reduce losses and any material loss; b) Jusnote was granted full and prompt control over claims that entail or may entail reimbursement by Jusnote; c) the claim or requirement does not arise as a result of any breach of the Subscriber’s contractual obligations to Jusnote or other unlawful acts or omissions of the Subscriber.

OTHER CONDITIONS

14.1. Jusnote has the right to involve contractors to maintain the performance of the Service, remaining responsible to the Subscriber under this Agreement for the actions of the persons involved.

14.2. Technical support and training are available to Users with active subscriptions and are available by phone and email as indicated on support.jusnote.com under Appendix 1 to this Agreement.

14.3. Jusnote may provide the ability to integrate the Service with third-party products of the Subscriber's choice and risk. Access to and use of any third-party products and services are governed by separate agreements with the suppliers of those products and services. The Subscriber agrees that Jusnote is not responsible for the Subscriber's use of any third-party products or services of third parties and the consequences of their integration with the Service. Jusnote has the right to change or terminate the integration of the Service with other third-party services and products without prior notice to the Subscriber. Downtime (inoperability) of third-party services or products cannot be regarded as downtime of the Service.

14.4. Each party agrees to comply with this Agreement in accordance with the laws of Ukraine. All disputes arising directly or indirectly from this Agreement shall be regulated, interpreted, and solved in accordance with the applicable law of Ukraine.

Failure by either party to comply with any provision of this Agreement shall not be construed as a waiver of such provision.

14.5. Neither party to this Agreement may pass (assign) any of its rights or obligations under this Agreement to any third party without the prior written consent of the other party, except in the case of a merger or reorganization, purchase of a business, etc., if the acquirer (successor, newly created person) agrees to abide by this Agreement.

APPENDIX 1

CUSTOMER SUPPORT

1. Definition of the schedule

“Downtime” means any period exceeding fifteen minutes during which a Subscriber may not access or use the Service, except for “scheduled downtime” or the function of document preview, search, FTP, or synchronization of the Service.

"Periodic downtime" means 4 hours per month on the third Saturday of the month from 24:00 to 04:00 Eastern European Time (Europe / Kyiv)

.

“Scheduled downtime” means the period of time pre-determined by Jusnote within which Jusnote intends to perform any scheduled updates or maintenance of the Service or related systems.

“Service Disconnect” means a condition in which the data centers hosting the Service are unavailable due to failures in the data centers.

2. Service level obligations

Jusnote’s commitments do not extend to service outages and other issues that are caused by:

• changes to the Service or interference with the Service (intentional or accidental) by any person other than Jusnote;

• any third-party equipment or software used by the Subscriber;

• improper use of the Service or use contrary to user documentation or instructions issued by Jusnote;

• connection failures or difficulties with the Subscriber’s (or ISP’s) internal network;

• force majeure events.

Jusnote will make economically reasonable efforts to notify Subscribers at least 24 hours prior to any Scheduled Downtime.

Jusnote will provide support services to assist the Subscriber in debugging. Support services do not include (a) the physical installation or removal of APIs; b) visiting the premises of the Subscriber; c) any work with the Subscriber’s equipment, devices, software related to the Service.

Jusnote will provide support by email to support@jusnote.com and/or by phone, except for Jusnote corporate holidays and national holidays in Ukraine.