Version 1.0 | Applicable from 18 January 2019

1. Lawcadia Align

1.1 Lawcadia Align is a secure, cloud-based application that was created specifically for in-house legal teams for matter, document, resource and capacity management. By accessing any service offered through Lawcadia Align (“Service Offering”) you agree to be bound by these terms of service (“Terms”) as well as our Privacy Policy which explains how we collect and use your information.

1.2 In these Terms “we”, “our”, “us” and “Lawcadia” refer to Lawcadia Pty Ltd (ACN 607 954 843).

1.3 These Terms are between Lawcadia and the individual accepting these Terms (“you”) who uses, accesses or where applicable, purchases Lawcadia Align in accordance with these Terms.

2. The Service Offering

2.1 General. You may access and use the Service Offering in accordance with these Terms. You will comply with all laws, rules and regulations applicable to your use of the Service Offering.

2.2 Access to the Service Offering. You may access and use the Service Offering solely for your own benefit or for the benefit of your organisation. To access the Service Offering, you must register for the Service Offering by using an email address provisioned by your organisation and set up an authorised account with Login Credentials. You must keep your Login Credentials confidential. You will keep your registration information accurate, complete and current as long as you use the Service Offering. You are responsible for any use that occurs under your Login Credentials. If you believe an unauthorised user has gained access to your Login Credentials, you will notify us as soon as possible. We are not responsible for any unauthorised access to or use of your account.

2.3 Audit. We reserve the right to verify your compliance with these Terms. If we audit, you will provide information or other materials reasonably requested by us. We monitor the overall performance and stability of the infrastructure of the Service Offering. You may not block or interfere with that monitoring. In the event that we reasonably believe a problem with the Service Offering may be attributable to your use or Your Content, you will cooperate with us to identify the source of that problem.

2.4 Beta features. We may identify and make available on a beta basis certain features or functionality within the Service Offering. We provide these beta features and functions “as-is”, without indemnification or support and to the extent permitted by applicable law, we disclaim all express and implied warranties. Any beta features or functionality made available for evaluation do not constitute an implied commitment to offer to you or anyone such features or functionality as part of the Service Offering on a generally available basis.

2.5 Relationship Data. We may collect Relationship Data. We use Relationship Data to manage your account, send you notifications, deliver services or information, (as applicable) bill you for purchased services, improve services, monitor compliance, provide support and comply with applicable law. We use and share Relationship Data for purposes of providing the Service Offering to you, including sharing with third parties who assist us in providing the Service Offering, and as required by applicable law.

2.6 Usage Data. We may collect Usage Data. We use Usage Data to track and manage our infrastructure, network storage, and capacity planning and other product forecasting and improvement purposes. We may share Usage Data with third parties who assist us in providing the Service Offering.

2.7 Service Offering “as is”. We strive to provide great services, but there are certain things we cannot guarantee. To the fullest extent permitted by law, we make no warranties, either express or implied, about the Service Offering. The Service Offering is provided “as is” and we do not warrant that the Service Offering will be uninterrupted or that the Service Offering will meet (or is designed to meet) your requirements.

3. Your Content

3.1 Your Content. You are solely responsible for Your Content. We access and use Your Content only as necessary to provide the Service Offering to you (which we may do with the assistance of service providers and contractors), perform or enhance contractual obligations, or comply with applicable law. For example, we may need to access or use Your Content to prevent or address service or technical problems; provide customer support; or detect, prevent or address fraud, technology or security issues.

3.2 Security. We implement technical and organisational measures for protection of the physical facilities, and those servers and networking equipment over which we have administrator access or control and use to provide the Service Offering. You are responsible for protecting the security of Your Content, including any access you might provide to Your Content. You will take and maintain appropriate security, protection and back-up for Your Content. You are solely responsible for complying with any laws or regulations that might apply to Your Content. You are responsible for any losses or other consequences arising from your failure to back up Your Content. If Lawcadia determines that there has been unauthorised access to, or use or disclosure of, Your Content, Lawcadia will use commercially reasonable efforts to notify you, taking into account applicable law.

3.3 Transfer of data. You consent that we will store Your Content in Australia or, if you instruct us, in any other jurisdiction where we have a data centre. By uploading Your Content into the Service Offering, you may transfer and access Your Content from around the world, including to and from Australia. It is your responsibility to ensure that you comply with applicable law with respect to transferring data across geographies.

4.0 Acceptable use

The Service Offering is used to manage legal matters and workflows in legal departments. We need to protect the integrity and security of the Service Offering and our intellectual property rights.

You agree:

(a) not to misuse the Service Offering;
You agree not to upload to or transmit via the Service Offering any materials or information that: (i) you do not have the right to disclose (such as confidential information of others); (ii) infringe the intellectual property rights of others; or (iii) would breach any applicable laws or regulations.

(b) not to infringe our rights;
You agree not to infringe our intellectual property rights, including by using the name Lawcadia or our logos in any business name, email or URL (except with our prior written agreement).

(c) not to copy the Service Offering;
You agree not to copy or use the information, content, material or data in the Service Offering (other than as expressly permitted by these Terms), or monitor the availability, performance or functionality of the Service Offering, in order to compete with our business.

(d) not to breach our security or otherwise harm the Service Offering;
You agree not to intentionally or recklessly: (i) override any security feature of the Service Offering, including by accessing the Service Offering through interfaces that have not been expressly made available by Lawcadia; or (ii) use the Service Offering in any way that would be likely to interrupt, interfere, impair or degrade the Service Offering, including posting to or uploading via the Service Offering any materials, information, website links or other content or communications that contain software viruses, worms or any other harmful code.

If we have reason to believe that you have breached these Terms, we or our designated agent may review your use of the Service Offering, including your account, Your Content, and records, to verify your compliance with these Terms.

5. Intellectual property

5.1 Ownership of Service Offering. We and our licensors own and retain all right, title and interest in and to the Service Offering, including all improvements, enhancements, modifications and derivative works thereof, and all intellectual property rights therein. This includes any information we collect and analyse in connection with the Service Offering, such as usage patterns, user feedback and other information to improve and evolve our services. Your rights to use the Service Offering are limited to those expressly granted in these Terms and no other rights are implied.

5.2 Ownership of Your Content. You retain all intellectual property rights and any other right, title and interest in and to Your Content. Our rights to access and use Your Content are limited to those expressly granted in these Terms and no other rights are implied.

6.0 Payment

6.1 Subscription fee. We offer access to our Service Offering based on a number of different plans, tailored for individual use and enterprise-level use. Unless you are on an enterprise plan, you will not need to pay any subscription fee or other payment for your use of the Service Offering. Under our enterprise plans, your organisation pays a monthly subscription fee for the use of the Service Offering by multiple users within your organisation.
Please contact us if you would like to know more about the enterprise plans available to your organisation.

6.2 Payment terms. Where applicable, all of our invoices shall be payable by you within 14 days of the date of the invoice.

6.3 Taxes. All sums required to be paid or other consideration to be provided under or in connection with these Terms for taxable supplies of goods or services are to be treated as exclusive of any goods and services or other value added taxes that may be charged on such sums or other consideration. We will add to our invoices, and you shall be liable to pay, the amount of any goods and services or other value added taxes applicable to the sums or other consideration payable by you.

7. Liability

7.1 Indirect or consequential loss. In no circumstances whatsoever will either we or you be liable (whether such liability arises under tort including negligence, under contract or otherwise) for any indirect or consequential loss or damage or any special or exemplary loss or damage or loss of use, loss of data, loss of profit, loss of business, business interruption, or loss of business opportunity.

7.2 Matters outside of our reasonable control. We shall not be in breach of these Terms or otherwise be liable to you for any matter outside of our reasonable control, including: (a) any failure or delay in performing our obligations under these Terms to the extent that such failure or delay is due to any event or circumstance which could not have reasonably been prevented or avoided by us taking reasonable precautions; (b) any claim arising out of a breach in the privacy or security of communications or data transmitted over or using your equipment, software, systems or services; (c) any claim caused from a breach by you of these Terms or by your negligence; or (d) the confidentiality or security of any of Your Content when transmitted over or stored on your or any third party’s communications networks, equipment or systems.

7.3 Mitigation. You agree to mitigate any loss, damage, cost, expense or other liability that you may suffer in connection with your use of the Service Offering.

7.4 No exclusion from liability for fraud. Nothing in these Terms will limit or exclude our or your liability for fraud or fraudulent misrepresentation or any other matter for which it would be illegal or void at law to limit or exclude liability, even if these Terms would otherwise suggest that such liability is excluded or limited.

7.5 Indemnity. You will defend and indemnify us against any third-party claim arising from or relating to: (a) Your Content; (b) any infringement or misappropriation of any intellectual property rights by you; (c) violation of law by you; or (d) your use of the Service Offering in violation of these Terms.

8. Suspension

We may at any time, suspend your access to Lawcadia.com, without liability to you, where: (a) you are in material breach of these Terms; (b) you have failed to pay any fees to us when they are due; (c) we are required to by law or order of a court or other governmental or regulatory authority having jurisdiction over us; or (d) we consider it necessary for our legitimate business purposes such as upgrading or maintaining the Service Offering or dealing with actual or suspected security incidents or flaws.

9. Termination

9.1 Right to terminate. You’re free to stop using our Service Offering at any time. We reserve the right to terminate your access to our Service Offering with notice to you if: (a) you’re in breach of these Terms; you’re using the Service Offering in a manner that would cause a real risk of harm or loss to us or other users; or you don’t have a paid account and haven’t accessed our Service Offering for 12 consecutive months. We’ll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Content from our Services. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to our Service Offering.

9.2 Effect of termination. Upon termination for any reason: (a) all rights granted to you under these Terms, including your ability to access any of Your Content stored in the Service Offering, will immediately terminate; and (b) you must promptly discontinue all use of the Service Offering and delete or destroy any of our Confidential Information. For a period of 30 days following the termination, we will not delete Your Content as a result of this termination, although you will cease to have access to the Service Offering or Your Content during this period.

9.3 Survival of clauses. This clause 9 and clauses 2.5 (Relationship Data), 4 (Acceptable Use), 5 (Intellectual property), 7 (Liability), 11 (Confidential Information) and 12 (General) will survive the termination of these Terms. Any other provisions in these Terms that must continue after termination in order to have their intended effect shall continue in force following termination.

9.4 Rights or remedies following termination. Termination will not affect any rights or remedies that we or you have accrued up to the effective date of termination.

10. Discontinuation of Service Offering

We may decide to discontinue the Service Offering in response to unforeseen circumstances beyond Lawcadia’s control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export Your Content from our Service Offering.

11. Confidential Information

11.1 Protection. A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under these Terms or as otherwise permitted under these Terms. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know such Confidential Information for the purposes of these Terms and who are under a duty of confidentiality no less restrictive than each party’s duty under these Terms. Each party will use reasonable care to protect the confidentiality of the other party’s Confidential Information.

11.2 Exceptions. The recipient’s obligations under clause 11.1 with respect to any Confidential Information will terminate if the recipient can show by written records that such information: (a) was already known to the recipient at the time of disclosure by the other party; (b) was disclosed to the recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent such disclosure is required by law or regulation. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.

12. General

12.1 Notices. If you want to send us notices or service of process, please contact us:

(a) online at: [email protected]; or

(b) by mail at: PO Box 12822, George Street, Brisbane QLD 4003, Australia.

We may send you notices or service of process using the contact details provided with your registration.

12.2 Governing law. These Terms shall be governed by and construed in accordance with the applicable laws set out in the table below. You agree to submit to the non-exclusive jurisdiction of the courts listed for the relevant location.

Location	Governing law	Courts having non-exclusive jurisdiction
Australia and New Zealand	New South Wales, Australia	New South Wales, Australia
Europe (including the UK, all members of the European Union and European Economic Area and Switzerland)	England	England
The Americas (including the U.S. and Canada)	State of New York	State of New York
Asia Pacific (including all countries in the Asia Pacific region, excluding Australia and New Zealand)	England	Singapore
Anywhere else in the world	England	England

12.3 Modifications. We reserve the right to change the Service Offering, the terms of your access to the Service Offering or these Terms. Where we make any material detrimental change to the Service Offering or these Terms, we will provide you 30 days’ prior notice. Notice may be given via Lawcadia.com. We will not make any changes that adversely affect the standards of confidentiality or security set out in these Terms without your prior written consent.

12.4 No Agency. Nothing in these Terms is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.5 Entire Agreement. These Terms, as may be revised by us, is the entire agreement of the parties regarding its subject matter. These Terms supersede all prior or contemporaneous communications, understandings and agreements, whether written or oral, between the parties regarding its subject matter.

12.6 No third-party rights. None of these Terms shall be enforceable by any person who is not a party to them and no person who is not a party to them may enforce any of its terms or rely on any exclusion or limitation contained in it.

12.7 No assignment. You may not assign or transfer these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. Subject to this limit, these Terms will bind and inure to the benefit of the parties and their respective successors and assigns.

12.8 No waiver. The waiver of a breach of any provision of these Terms will not constitute a waiver of any other provision or any later breach.

12.9 Severance. If any provision of these Terms is held to be invalid or unenforceable, the provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in force.

12.10 No back-up service. The Service Offering is not a back-up service and you agree that we are under no obligation to store, maintain or provide you with back-up copies of Your Content.

12.11 Definitions. In these Terms:

“Confidential Information” means non-public technical, business or other information or materials disclosed or otherwise made available by one party that are in tangible form and labelled “confidential” or the like, or, information which is provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (a) Login Credentials; and (b) any non-public information or materials relating to the Service Offering.

“Login Credentials” means any passwords, authentication keys or security credentials that enable your access to the Service Offering.

“Relationship Data” means personal information that we collect during the registration, activation and maintenance of your account. It will include your name and contact details.

“Usage Data” means information regarding your use of the Service Offering.

“Your Content” means any and all, information, data or other content uploaded to or published or displayed through the Service Offering by you. It does not include Relationship Data.