Last Updated October 29, 2019
The following constitute the terms of Terms of Service (“Terms of Service”) between you and Trellis Research, Inc. (referred to as the “Company”) with respect to your use of our web site at https://trellis.law (“Site”). The Company operates the platform on the site including all text and the underlying intellectual property rights thereto (collectively the “Content”).
By accessing the Service, you acknowledge your agreement to be bound by these Terms of Service. If you do not agree to be bound by these Terms of Service, do not access this Site or otherwise use our Services. We reserve the right to update or modify these Terms of Service at any time, and without prior notice to you. Your use of the Company’s site constitutes your acceptance to be bound by these Terms of Service. We encourage you to read through and review these Terms of Service each time you access or use the Service.
IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF SERVICE, YOU MUST NOT USE THIS PLATFORM OR ACCESS THE COMPANY’S SERVICES.
“Account(s)” means a User Account.
“Analytics Services and Reports” means Company data analytics and reporting add-on service available to Subscribers and non-subscribers through the Platform for an additional fee.
“User” means any User that registers an Account for the purposes of using the Company’s Platform.
The terms “you” and “your” in uppercase or lowercase shall mean the entity (e.g. company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with the Company.
The “Subscription Agreement” shall also consist of, and include, these General Terms and Conditions, Online Privacy Statement, Public Records Privacy Statement and any applicable transactional rate schedule applicable to you (the “Price Schedule”).
“Confidential Information” has the meaning set forth in Section 7 below. Confidential Information excludes information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Company (as proven by User’s written records and files immediately prior to the time of disclosure or access); (ii) becomes publicly known and made generally available after disclosure by the Company to the User through no action or inaction of the receiving party; (iii) is already in the possession of the User at the time of disclosure or access provided by the Company as shown by the User’s written files and records immediately prior to the time of such disclosure or access; (iv) is independently obtained by the User from a third-party without a breach of such third-party’s duty of confidentiality; or (v) is required by law to be disclosed by the User provided that the User gives the Company prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
In order to use the Company’s Platform, Users must be registered. To register, you must provide profile information as specified by the website. You must provide a complete and accurate profile when applying or your Account will be rejected. The Company reserves the right, in its sole discretion, to accept, reject or require additional information for any application prior to allowing the applicant access to the Service.
All Product names, company names, marks, logos, and symbols posted on the Company’s Platform shall be the trademarks of their respective owners, to the extent any such ownership is held. You agree that any comments or Content you publish or provide to other Users (collectively, your “User Content”) that you post or share with other Users complies with these Terms of Service. Any comments or content posted by any User on the Company’s Platform expresses only the opinion of the User who posted the content and does not express the opinion of the Company. By allowing you access to the Service, you hereby grant the Company a non-exclusive, worldwide, perpetual, sub-licensable (through multiple tiers), irrevocable, unlimited, royalty-free and fully paid up right and license to publish and use your User Content on our Company’s Platform.
4. License and Cancellations
We hereby grant you the right to view and use this Company’s Platform in accordance with these Terms of Service. Subscribed users may download and/or print a copy of the Content for your internal use only (the “Permitted Uses”) provided the Content is not modified in any way and all copyright and other proprietary notices are kept intact. The Company may, in its sole discretion cancel your Account and deny you further access to the Service and the Company’s Platform at any time, with or without cause and with or without notice to you. Following termination, or cancellation of User’s subscription or access to the Company’s Platform, such User will no longer be charged starting on the first day of the billing cycle immediately following such termination. However, no refunds or retroactive cancellations shall be permitted.
This Agreement shall continue until you cancel your subscription. You may cancel your subscription at any time. View cancellation instructions at https://support.trellis.law/support/solutions/articles/48000936461-how-do-i-cancel-my-subscription-. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription period, subject to applicable law, and you may use the Services until your cancellation is effective (unless your access is suspended or terminated as set forth below).
Upon termination of your account(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
Except as may be expressly set forth herein, all Fees paid or accrued in connection with any Services are non-refundable, and the Company will not prorate any Fees paid for a subscription that is terminated before the end of its term.
5. Confidentiality; Non-Circumvention
(a) You agree that all Profile information of other Users and Content (including the User Content of others) made available to you through the Service constitutes Company’s “Confidential Information.” You agree to treat such Confidential Information with the same degree of care as you treat your most confidential information, but no less than reasonable care. You may not disclose, share, publish or otherwise disseminate such information and maintain the Company’s Confidential Information to any third-party and may only use it to the extent required for the purposes of facilitating Transactions through the Company’s Platform. Without limiting any other available remedy in law or equity, you agree that Company may seek ex parte injunctive relief against you to prevent the threatened or actual breach without posting bond.
All trademarks, service marks, and logos displayed on the Company’s Platform (the “Trademarks”) belong to the Company, its affiliates, or third parties. Nothing in these Terms of Service should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Trademarks without express written permission. Except as expressly provided in this Agreement, any unauthorized use of the Trademarks is expressly prohibited.
In consideration for using Services, the Company charges Users on a monthly basis as agreed. All credit card charges are processed through a third-party payment platform.
8. Usage Rules
The Company reserves the right to deny anyone access to the Company’s Services and Platform and to terminate any Account, for any reason, at its sole discretion. The Company also reserves the right to block transmission of, and/or remove any User Content, at any time, for any reason, and without prior notice. Use of the Company’s Services and Platform shall be governed by the following rules of conduct.
9. ACCESS TO SERVICES
Only your employees, temporary employees, students, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Online Services and Materials (“Eligible Persons”). Without limitation, external professional service providers such as attorneys, accountants, outsourcers and public relations firms are specifically excluded from being Eligible Persons. The term “Authorized User” means an Eligible Person whom you have identified to the Company for purposes of accessing Online Services and Materials. You agree that Company’s Online Services and Materials may only be used by an Authorized User, and may not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will promptly deactivate any Authorized User’s access use if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User’s access to the Online Services. You are responsible for all use of the Online Services and Materials accessed by your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable commercial efforts to prevent unauthorized use by your Authorized Users and/or any unauthorized user and will promptly notify Company, in writing, if you suspect that your Authorized User, or any other person or entity, is misusing or compromising the use of the Online Services or Materials.
10. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
These General Terms and Conditions may be changed from time to time as described herein or by written agreement. Charges and payment terms may be changed in accordance with the terms of your Price Schedule; all other provisions may be changed by Company immediately with or without notice to you. You may terminate the Subscription Agreement upon written notice to Company if any change to these General Terms and Conditions is unacceptable to you. For termination to be effective under this Section written notice of termination must be provided to Company within 30 days of the effective date of the change. Continued use of the Online Services and Materials following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right. Except as provided herein, the Subscription Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, the Subscription Agreement may not be supplemented, modified or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.
12. No Review of Records
The Company does not and cannot review, nor is the Company responsible for, any record or legal document posted on the site. Further, due to the volume of legal documents offered by this Service, we cannot screen every legal document for completeness and accuracy and liability shall attach to the Company for inadequate, incomplete, or incorrect records or public records.
13. Data Back-up
We are not responsible for backing up your data or other type of data attributed to your use of the Company’s Platform. YOU EXPRESSLY AGREE TO ASSUME THE SOLE RISK OF BACKING UP ALL USER CONTENT. YOU EXPRESSLY AGREE THAT WE WILL HAVE NO LIABILITY WITH RESPECT TO LOST CONTENT, USER CONTENT, OR LOSS OF ANY INFORMATION PERTAINING TO YOUR USE OF THE PLATFORM.
BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, agents, information providers, and partners (the “The Protected Parties”) from and against all losses, expenses, damages and costs, including reasonable attorney’s fees, resulting from (a) provision of Unsolicited Information or User Content by you, or (b) your use of the Company’s Platform; and/or (c) your breach of the terms of these Terms of Service, (including infringement of third parties’ worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing the Company’s Platform using your account.
16. WAIVER, RELEASE AND LIMITATION OF LIABILITY
YOU AGREE THAT NONE OF THE PROTECTED PARTIES SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE COMPANY’S PLATFORM. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE PROTECTED PARTIES (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE PROTECTED PARTIES) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE COMPANY’S PLATFORM.
NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF THE PROTECTED PARTIES, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE USER FOR THE ONE-MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME THE LIABILITY AROSE, IF ANY. IN NO EVENT SHALL ANY OF THE PROTECTED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THIS COMPANY’S PLATFORM OR THE CONTENT EVEN IF THE PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NONE OF PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE OR DESTRUCTION OF DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF ALL YOUR USER CONTENT OR LOSS OF YOUR PRODUCT ORDER INFORMATION, THAT AND DAMAGES OR LOSSESS YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE COMPANY’S PLATFORM, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO OR YOUR INABILITY TO ACCESS THE COMPANY’S PLATFORM, THE CONTENT, OR YOUR USER CONTENT WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY AS SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION DOES NOT APPLY TO BE INVALID OR UNENFORCEABLE, FOR ANY REASON, THEN UNDER THOSE CIRCUMSTANCES, THE AGGREGATE LIABILITY OF THE PROTECTED PARTIES SHALL NOT EXCEED ONE HUNDRED ($100) DOLLARS. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT.
17. User Representations
You represent and warrant that you are the age of majority in the state which you reside and that you possess the legal right and ability to enter these Terms of Service and to use the Service in accordance with these Terms of Service. If you are not of majority age, you cannot use these Services. You agree to be financially responsible for your use of the Company’s Platform (as well as for use of your account by others (whether authorized or unauthorized), including use by any minors living with you) and to comply with your responsibilities and obligations as stated in these Terms of Service.
The Company may deliver notice to you under these Terms of Service by means of electronic mail, a general notice on the Company’s Platform, a notice through the Company’s Platform, email to the email address on your Account Profile or by written communication delivered by first class U. S. mail to your address on record in your Account information, if any. You may give notice to us at any time by emailing us at: [email protected]