Terms of Service
End User License Agreement
The End User License Agreement below applies to all video products produced and distributed by EmpowerLegal, Inc., a Massachusetts corporation (“EmpowerLegal”).
PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING ANY OF THE ONLINE VIDEOS OFFERED BY EMPOWERLEGAL, AS DESCRIBED BELOW. BY USING THE VIDEOS YOU ACKNOWLEDGE THAT YOU READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING ANY OF THE VIDEOS.
- Online Videos. Subject to the terms of this End User License Agreement, EmpowerLegal hereby grants to you a limited, non-transferable, royalty-free, and non-exclusive license to access and use EmpowerLegal’s video library and any related content (hereinafter the “Videos”) during the Term of this Agreement. Your use of the Videos shall be strictly in accordance with this End User License Agreement. You are responsible for providing and maintaining all computer equipment and software and telecommunications services necessary to access the Videos. Nothing in this Agreement grants or transfers to you or to any third party any ownership rights in the Videos, and other intellectual property rights related to the Videos. Except as specifically set forth in this Agreement, EmpowerLegal owns and retains all right, title, and interest in the Videos.
- Authorized Users. EmpowerLegal will provide you with a unique access code for use to have access to the Videos. You may not provide your access code to any other individual or entity other than your employed attorneys and your clients. You may not make available access to the Videos under any remote computing services, timesharing, facilities management, outsourcing, or other such third-party access arrangements. You may not distribute the Videos to any third party in modified or unmodified form. You and your clients may access the Videos only via the Vimeo portal.
- Technical Support. During the Term, EmpowerLegal will use reasonable efforts, either by telephone or in writing, to help you solve specific problems accessing the Videos.
- Fees; Payment. For access to and use of the Videos, you agree to pay the Fees set forth in EmpowerLegal’s Fee Schedule for the number of litigation attorneys in your firm, as certified by you, or as independently determined by EmpowerLegal, and as such certification or determination is renewed on an annual basis. You hereby acknowledge and agree that the subscription fee is payable on a monthly basis, in advance, upon acceptance of this Agreement and will be charged whether you use the Videos or not. Payments not paid when due shall be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. You agree to pay all attorneys’ and collection fees arising from efforts to collect any past due amounts from you.
- Taxes. Fees are exclusive of all applicable federal, state, provincial, and municipal sales, use, value-added, property, excise, import, foreign, withholding and other governmental taxes, duties, charges, levies, fees, excises, tariffs and assessments, of any nature whatsoever now or hereafter imposed (collectively “Taxes”). You are solely responsible and liable for, and will pay and remit in a timely manner, all Taxes (other than corporate income taxes payable by EmpowerLegal) associated with, based on or due as a result of the Fees, and all related interest, penalties and expenses. You will pay to EmpowerLegal all Taxes regarding Fees that EmpowerLegal is under a legal obligation to collect from you and that are properly included in an invoice issued by EmpowerLegal.
- Modifications and Changes to Videos. The Videos are subject to change, modification, additions or deletions at any time without notice in EmpowerLegal’s sole discretion.
- Publicity. EmpowerLegal may publicize your use of the Videos and may reference you (using you name and logo) in published lists or directories of EmpowerLegal customers.
- Your Responsibilities. You agree to comply with all applicable laws and regulations, including, but not limited to, those related to copyright, trademark, other intellectual property rights, data privacy, international communications, import and export regulations and tax laws and regulations. You agree to notify EmpowerLegal promptly if you suspect unauthorized use of the Videos. You agree to notify EmpowerLegal immediately if you become subject to any lawful order or process that would prohibit or limit your use of the Videos. As a condition of your use of the Videos, you warrant to EmpowerLegal that you will not use the Videos for any purpose that is unlawful or prohibited by this End User License Agreement.
- Prohibited Activities. The Videos are the property of EmpowerLegal, are protected by federal and international copyright and trademark laws. You may not copy, reproduce, translate, modify, enhance, or create derivative works from the Videos; license, sublicense, grant, sell, resell, lend, lease, loan, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, rent, create any interest in, or otherwise give or make available or permit the use of the Videos to or for the benefit of any other person, whether as a service bureau or otherwise, and with or without charge, except to a bona fide client of your firm; alter, attempt to circumvent, destroy, obscure, conceal, modify, or remove any notices (including proprietary rights notices), proprietary codes or locks, means of identification, digital rights tools or management information, technological protection measures, security or control measures, or agreements on, in or in relation to the Videos; copy any ideas from the Videos or create a product or service using the ideas from the Videos; or permit, assist or encourage any other person to do any of the foregoing in this section 9. Any rights not expressly granted by this End User License Agreement are reserved by EmpowerLegal.
- Disclaimer of Warranties. THE VIDEOS ARE PROVIDED AS-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. EMPOWERLEGAL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE OR NON-INFRINGEMENT TO THE FULL EXTENT PERMITTED BY LAW. EMPOWERLEGAL DOES NOT WARRANT THAT THE VIDEOS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE VIDEOS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE VIDEOS WILL BE CORRECTED. EMPOWERLEGAL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE VIDEOS IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EMPOWERLEGAL OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE VIDEOS. EMPOWERLEGAL IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES.
- Disclaimer Regarding Legal Advice: The information provided by the Videos is general in nature and is not intended to replace the advice of an attorney.
- Limitation of Liability. IN NO EVENT SHALL EMPOWERLEGAL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE VIDEOS, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF EMPOWERLEGAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF EMPOWERLEGAL TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO EMPOWERLEGAL IN THE THREE MONTHS PRIOR TO THE EVENT CAUSING LIABILITY.
- Exclusive Remedy. Your sole right and exclusive remedy for breach of this Agreement by EmpowerLegal if you are dissatisfied for any reason with the Videos is to terminate this Agreement as provided in this Agreement.
- Indemnity: You will defend, indemnify and hold harmless EmpowerLegal and its directors, officers, employees, agents, service providers, and other representatives from and against any and all losses, damages, costs, expenses, claims, complaints, demands, actions, suits, proceedings, obligations and liabilities (including legal fees and expenses and settlement payments) arising from, connected with or relating to use by you or your clients of the Videos or any negligence, misconduct, or breach of this Agreement by you or any person (including your clients) for whom you are responsible. Notwithstanding the foregoing in this section 14, EmpowerLegal and its directors, officers, employees, agents, service providers, and other representatives retain the right to participate (with counsel of their own selection at their sole cost and expense) in the defense of and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding.
- Fair Allocation of Liability: You acknowledge and agree that this Agreement presents a fair allocation of risk and liability, and that sections 10 through 14 are an essential part of the bargain between EmpowerLegal and you, a controlling factor in setting the Fees and an inducement to EmpowerLegal to enter into this Agreement.
- Term of Agreement. The Term of this Agreement shall commence upon delivery of the Vimeo access code to you, and shall continue for the length of time established by the original subscription, unless earlier terminated as provided in this Agreement. After completion of the initial Term, and each anniversary thereafter, this Agreement shall automatically renew for the same duration as the original subscription period unless written notice of the intent not to renew this Agreement is tendered by either party no more than two (2) business days after renewal of this Agreement. Renewals will be at the then-current full subscription price at time of renewal, and any discounts, rebates or other special offers are not applicable to renewal subscriptions. EmpowerLegal may increase subsequent subscription rates at any time to take effect on future anniversary renewal dates provided EmpowerLegal notifies you no less than thirty (30) calendar days prior to the subscription rate increase. Renewal subscriptions will be charged to your credit card submitted for payment at time of initial subscription. You must notify EmpowerLegal of any changes to your credit card information and EmpowerLegal may terminate or suspend the subscription if unable to renew the subscription based on inaccurate or outdated credit card information. Subscriber and renewal fees are non-refundable, and pro-rated fees or credits will not be issued upon cancellation of your subscription by you, even if cancellation occurs prior to the anniversary date. You may terminate this Agreement upon EmpowerLegal’s failure to cure an ongoing, material breach of this Agreement within thirty (30) days after giving EmpowerLegal written notice of such material breach. EmpowerLegal may at any time and without advance notice modify or restrict your use of the Videos, or terminate this Agreement if EmpowerLegal determines, in its sole discretion, that your use of the Videos: (i) violates this End User License Agreement; (ii) violates any laws, regulations, court orders, or other governmental request or order which requires immediate action; (iii) violates any intellectual property rights of EmpowerLegal or a third party; (iv) violates any export or import regulations; (v) is disruptive or causes a malfunction of the Videos; (vi) may expose EmpowerLegal to potential legal liability; or (vii) if you fail to timely pay any amounts required under this Agreement.
- Rights and Duties upon Termination. Upon termination of this Agreement, all rights to the Videos terminate immediately. You remain liable for the full charge(s) for all unexpired Term(s). If this Agreement is terminated for any reason, you agree not to re-register for or otherwise access the Videos without EmpowerLegal’s prior written approval.
- Choice of Law, Venue and Jurisdiction. This Agreement is entered into in the Commonwealth of Massachusetts and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, exclusive of its choice of law rules. Each party to this Agreement submits to the exclusive jurisdiction and venue of the state and federal courts sitting in Suffolk County in the Commonwealth of Massachusetts, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the terms and conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary, so that the remaining terms and conditions shall otherwise remain in full force and effect.
- Refund Policy. All purchases are final.
- General Terms. Your rights and obligations under this Agreement may not be assigned or transferred without the written permission of EmpowerLegal and any assignment or transfer in violation of this provision shall be null and void. If any provision of this Agreement is determined to be invalid, all other provisions will remain in force. Notice or other communication between you, and EmpowerLegal may be given by conventional first-class mail or by email. Notices sent by first-class mail are effective on the third day after mailing. Notices sent by email are effective the next business day after they are sent. YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY CHOOSE NOT TO BECOME A USER OF THE VIDEOS.