“Administrator” means an individual designated by Subscriber (i) as its primary administrative contact to resolve any issues related to disconnections from the Service and other issues and/or technical issues and authorized by Subscriber to administer the Subscription, and add additional Users and/or appoint Administrators. The first user is considered to be the designated administrator.
"Account Data” means data that pertains to the Subscriber and Users necessary for their identification and administer their use of the Service. To avoid miscomprehensions, Account data does not include data that is uploaded by a Subscriber or User (contact information/ clients, projects, tasks, and other corresponding information).
“Content” means any information or materials which the User uploads or publishes in the Service, including, among other things, information about its Users contacts (customers, employees, etc.).
“Confidential Information” means data that contains any information that is considered proprietary or trade (lawyer’s) secret by either party to this Agreement, including, but not limited to, research information, processes, charts, reports, source code, information about the client and his projects/tasks/assignments, date of appeal and provided recommendations, pricing information, fees, rates, other financial information, business plans, marketing which disclosed by either Party after the Effective Date of this Agreement, directly or indirectly, in any form (oral, written, or by access to the Service).
“User” means an individual provided with access to the Service by an Administrator.
“Subscriber” means an individual (usually a law firm, or association) which purchases the Service.
“Intellectual Property Rights” means trademark rights, 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 intellectual property.
“Security Emergency” shall mean a breach by Subscriber of this Agreement that: a) may interfere with the provision of the Service by Jusnote, or the business of other Subscriber, or b) may disrupt the network or servers that used for the provision of the Service or c) may result in 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 jusnote.com
2. 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 in the Content.
2.3. The Subscriber undertakes to ensure that the Users comply with the provisions of this Agreement. The Subscriber shall be responsible for the acts and omissions of Users while using the Service, including any disclosure of Content and Confidential Information to them.
2.4. Subscriber has no right to copy and resell the Service. The Subscriber undertakes not to use/exploit access to the Service or any portion of it including design elements, styles, HTML code, etc., except for the Subscriber’s own business (internal activity).
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 may lead to false identification with the Service provided by Jusnote.
2.6. The Subscriber undertakes not to use the Service in any way that may lead to infringement of Intellectual Property Rights or in any manner which is unlawful, threatening, etc. or in breach of this Agreement. Subscriber may not use the Service to download, publish, transmit, store or transmit viruses, computer programs that reproduce themselves and / or contain any destructive codes or viruses.
2.7. Except for the non-exclusive license granted under this Agreement, Subscriber acknowledges and agrees that all property ownership, Intellectual Property Rights, licenses and other rights to the Service or in the Service belong exclusively to Jusnote. The subscriber has no right to use the Service except through the internet-hosted version deployed by Jusnote.
2.8. Jusnote reserves the right, at any time, at its sole discretion, to take any action deemed necessary with respect of Content that breaches the terms of this Agreement, including the removal of such Content.
2.9. Jusnote reserves the right, at any time or from time to time, to modify or discontinue, temporarily or permanently, any function associated with the Service, with or without notice, unless Jusnote sends a message to Subscriber for thirty days before any changes that significantly reduce the functionality of the Service. In the latter case, the Subscriber shall have the right to terminate this Agreement and its subscription.
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 cause harm. Jusnote shall use all reasonable endeavors to minimize the operational suspensions of the Service.
2.11. The 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 Subscriber, are governed by separate agreements that Subscriber will conclude with Escrow Agents.
2.12. The accounting (financial) functions that are part of the Service are intended to provide general information about the financial condition of the Subscriber during the legal practice. These functions do not replace the accounting and reporting requirements, established by the Law on Legal Entities.
2.13. Jusnote uses universal tools (categories, types, etc.) for all jurisdictions. The Subscriber shall solely configure the Service under its own jurisdiction, using the parameters available in the Service.
2.14. The Subscriber grants to Jusnote the right during Subscriber’s use of the Service, to store and process the Confidential Information for the sole purpose of performing Jusnote’s obligations under the Agreement. Such right shall include permission of Jusnote to create and publish aggregate anonymous reports on the use of the Service, as well as trends and type of Content unless they are contrary to the provisions of this Agreement.
3. ACCESS TO THE SERVICE
3.1. Only the User is allowed to use the Service. In order to access the Service, the User must provide his / her full legal name, a valid email address, and other information that may be requested by Jusnote.
3.2. Each User will be provided with a unique identifier to access and use the Service (“User Name” / Login). The Subscriber shall use all reasonable endeavors to ensure that each Username is only used by the User to whom it is assigned, and is not used by other Users.
3.3. The Administrator has the right to administer the subscription to the Service on behalf of the Subscriber and to add Users and/or designate additional Administrators, to grant access to additional users and/or Administrators. The Administrator has the right to deactivate the User if the Administrator wishes to terminate this User’s access to the Service.
3.4. If the Subscriber has only one Administrator, it will provide Jusnote with the name and contact information of the designated User for use as an alternate contact, if Jusnote is unable to contact the Administrator within 30 (thirty) days of the date 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 maintain contact solely with the Administrator or a designated alternative User (in the case provided in clause 3.4 of this Agreement) regarding the search for Subscriber’s Content.
3.7. Jusnote provides access to the Service using the application programming interface (“API”) in accordance with the provisions of this Agreement.
Jusnote shall not be liable for: a) any processing, mix 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 discontinue, temporarily or permanently, accessing the Service using it through the API with or without a Subscriber’s notice.
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.
5. SECURITY AND ACCESS
5.1. Jusnote uses a secure method of authentication and access to the Service, in particular by:
a) User password management and password protection using code that meets industry-specific password management requirements;
b) transfer of encrypted passwords.
5.2. Except as provided in clause 5.1., The Subscriber shall be responsible for protecting the usernames and passwords or other codes associated with the Service, as well as for compliance of the Content with the requirements of the Law.
5.3. The 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 obliges to: a) use Good Industry Practices regarding information security and Content processing; b) use Good Industry Practices regarding network security techniques, appropriate intrusion and authentication protocols; c) ensure its hosting facilities use Good Industry Practices for security and privacy.
5.5. Jusnote notifies Subscriber of the necessary information (except for those that could harm the security of data uploaded by other clients) of any events that, in Jusnote’s opinion, have caused or may lead to the unauthorized access, disclosure, use and damage to of the Content . Jusnote shall make such a report within 72 hours after a Security Breach.
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 Subscriber in any litigation or investigation against third parties or Content that Subscriber undertakes to protect.
5.7. Jusnote commits reasonable actions to encrypt the Content and securely retain it, taking into account technological development and the cost of implementing the appropriate measures.
6. DATA PROTECTION
6.1. In cases where this is required by the law on the protection of personal data, the Subscriber guarantees that he has obtained or will receive all necessary consent regarding the personal data of his contacts (clients, employees) to their processing (storage) by Jusnote according to this Agreement.
6.2. Jusnote will process the Subscriber’s personal data within the EU. If the processing of the personal data of the Jusnote’s Subscriber involves the export of such data outside the EU, such export should be in a country that provides an adequate level of protection of the rights and freedoms of the data subjects.
6.3. Jusnote will treat the Subscriber’s personal information as confidential and will guarantee that all employees or other personnel are under an obligation not to disclose the Subscriber’s personal information.
6.4. In accordance with Clause 10.4 of this Agreement, Jusnote will provide the Subscriber with the opportunity to delete all personal data processed by Jusnote within 90 days of termination of the subscription or this Agreement.
Jusnote may store the Subscriber’s personal information to the extent and for a period of time established by the current legislation of Ukraine for purposes expressly stated in the law.
7. REGULATORY REQUIREMENTS AND LEGAL COMPLIANCE
7.1. The Subscriber allows and Jusnote agrees to cooperate with all legitimate requests from the public authorities, the Regulator for access to Content that relates to the Subscriber’s clients and business.
7.2. If Jusnote according to law to disclose Confidential Information, then Jusnote shall promptly notify the Subscriber in writing form (to the extent permitted by the Law) prior to such disclosure, that the Subscriber has the opportunity to obtain the necessary security (prohibition of disclosure of information) in court. In view of the foregoing, Jusnote may only provide only that part of the Confidential Information which is required by law.
8. MANAGED BACKUP AND ARCHIVING
8.1. Jusnote maintains a managed backup service on servers located within the EU to facilitate the recovery of Content on the server or device from which the Content was received in the event the primary data is lost or corrupted. Jusnote will use the specified service to recover lost or damaged Content at no cost to Subscriber.
8.2.Following termination of use of the Service for any reason, Subscriber will have ninety days to receive any or all Content prior to its removal by Jusnote.
9. 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 that Subscribers agree to pay according to the law and provided that Jusnote includes them in the invoice.
9.3. In addition to the fee for using the Service, Subscriber may incur additional costs related to accessing the Service, including, but not limited to Internet access charges, data roaming charges and more.
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 except as expressly provided in this Agreement.
9.5. In the event that the Service is unavailable due to Jusnote’s acts or omissions, the fee for using the Service (monthly or annual) will be restarted and the Subscriber will be given an additional period of the Service usage in proportion to the period when the Service was unavailable.
9.6. No prepayment cancellation fees will be 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 by virtue of this Agreement shall be made without withholding for 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 he would have received if the deduction (withholding) had not been received.
10. TERM AND TERMINATION OF THE AGREEMENT
10.1. If the Subscriber intends to cancel its subscription, an Administrator appointed by the Subscriber may do so on its own behalf at any time by logging into the Service and using the relevant features of the Service. Suspension of subscription or deletion of an account cannot be accepted by Jusnote by Email.
10.2. This Agreement begins to expire upon the entry of the first User into the Service and will continue until termination of use of the Service using the settings in the Service or in other cases provided for in this Agreement. Jusnote also has the right to terminate access to the Service (by notifying Subscriber) at the end of the current subscription period.
10.3. 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 the amounts to be paid according to this Agreement and without elimination such breach within 10 (ten) calendar days of the corresponding notification by electronic email.
10.4. The Subscriber must remove all of its Content from the Service before termination of this Agreement. Jusnote has the right to delete or destroy all Subscriber’s Content (Account Data) stored in the Service within 90 (ninety) calendar days from the date of termination of the Agreement or termination of the subscription. Jusnote shall not be liable to Subscriber or any User for the removal of Content in accordance with this provision. Jusnote shall have no obligation to notify Subscriber of the removal of its Content upon termination of this Agreement or termination of Subscription. Jusnote may provide paid services for transferring Subscriber Content to external repositories selected by Subscriber.
10.5. Content remains available to the Administrator designated by the Subscriber for 90 (ninety) calendar days upon termination of the subscription or this Agreement.
11. LIMITATION OF LIABILITY
11.1. Neither party to this Agreement shall, in any event, be liable a) for loss of profits, expected income, interruption or suspension or termination of business; b) for penalties or other economic sanctions, even if they were caused by 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) backups of the Content; or
b) the advice of Jusnote’s Support or
c) sound methods and tools in the global marketplace to avoid such damages 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 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 and/or without fault of Jusnote.
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 in view of 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 the provisions of applicable law.
12.5. The service may not be compatible with the Subscriber’s computer or other equipment. The service can also not be error-free. Jusnote does not make any warranty 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 on the basis of 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).
13. COMPENSATION FOR LOSSES
13.1. The Signatory 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 Signatory 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 claim that the Service infringes their intellectual property rights.
The Subscriber undertakes to protect Jusnote from any claims of third parties, damages, costs arising from /or related to claims by third parties that claim that the Content infringes their rights, including intellectual property rights.
13.3. Any compensation to be provided by Jusnote shall be determined on the basis of the following conditions: a) The signatory must take real measures to reduce losses and any material loss; b) Jusnote was granted full and speedy control over claims that would or could result in damages from Jusnote; c) the claim or requirement does not arise as a result of any breach of the Subscriber’s contractual obligations to Jusnote or of other unlawful acts or omissions of the Subscriber.
14. OTHER CONDITIONS
14.1. Jusnote has the right to involve contractors in order to maintain the performance of the Service, remaining under this Agreement responsible to the Subscriber for the actions of the persons involved.
14.2 Technical support and training are available to Users with active subscriptions and are available by telephone and email as indicated on support.jusnote.com as set out in Supplement 1 to this Agreement.
14.3. Jusnote may provide the opportunity to integrate the Service with third party products of choice and at risk of Subscriber. 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 shall not be responsible for the Subscriber’s use of any third-party products or services and for the consequences of integrating them with the Service. Jusnote has the right to change or discontinue the integration of the Service with other third-party services and products without warning to Subscriber. The downtime of third-party services or products cannot be considered as downtime of the Service.
14.4. Each Party agrees to implement this Agreement in accordance with the laws of Ukraine. All disputes arising directly or indirectly from this Agreement shall be regulated, interpret, and be solved in accordance with the applicable law of Ukraine.
Failure by any 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 business, etc., if the acquirer (successor, newly created person) agrees to abide by this Agreement.
1. Definition of the schedule
“Downtime” means any period exceeding ten minutes during which a Subscriber cannot access or use the Service, except for the “scheduled downtime” or the document preview, search, FTP, or synchronization of the Service.
“Downtime” means 4 hours per month on the third Saturday of the month from 24:00 to 04:00 Eastern European Time (Europe / Kiev).
“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. Level of service obligation
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 (whether 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, 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 email and/or telephone support as indicated on support.jusnote.com, with the exception of Jusnote’s corporate holidays and Ukraine’s national holidays.