Last Modified: December 30, 2020
For specific guidance on Vendor Accounts, please see our General Vendor Terms
These terms are extremely important, and we cannot permit you to use the Theorem Ecosystem unless you agree to them. By using the Theorem Ecosystem, you are agreeing to these terms.
Every Theorem Ecosystem user is required to comply with these Ecosystem TOU and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate these Ecosystem TOU. We will enforce and ensure compliance with this Ecosystem TOU by using any methods or any means we consider to be appropriate.
We reserve the right to modify these Ecosystem TOU at any time without giving you prior notice. You can find the most recent version here. Your use of the Theorem Ecosystem following any such modification constitutes your agreement to follow and be bound by these Ecosystem TOU as modified. You agree to review the Ecosystem TOU on a regular basis and always remain in compliance.
Please see Section 14 for definitions of certain capitalized terms used in this Agreement.
1. Access to the Theorem Ecosystem
We will provide you access to use the Theorem Ecosystem according to the terms of this Agreement. Certain parts of the Theorem Ecosystem may only be accessible to you if you are a Theorem partner, Marketplace Seller, customer or Subscriber.
You may be required to select a username and you may not use a username that: (i) belongs to someone else, (ii) impersonates another person, (iii) is misleading, (iv) violates any intellectual property or other proprietary rights, (v) is vulgar or offensive, (vi) that uses ‘Theorem’ as all or part of it, unless we provide express permission to do so, or (vii) that we reject, which we may choose to do in our discretion. All information you provide in your profile must be accurate. If you believe your access to or use of the Theorem Ecosystem has been breached, compromised, or unauthorized, notify us immediately at firstname.lastname@example.org.
We can remove or discontinue all or a portion of the Theorem Ecosystem (including, without limitation, Service Providers or Service Offerings) at any time, without notice, in our discretion. We can choose which Service Providers or Service Offerings to promote, and we can also choose how we want to promote them, if at all (this is generally done programmatically). Provision of the Theorem Ecosystem does not mean we endorse, support or warrant the Service Provider or Service Offerings, even if the Service Provider or Service Offerings is listed or designated as ‘Theorem Certified’.
2. Your Conduct and Content
a. Acceptable Use. You may use the Theorem Directory to provide or learn information about Service Providers, Service Offerings and to submit reviews, solely in compliance with this Agreement. You may not (directly or indirectly) use the Theorem Directory with content, or in a manner that:
(i) is confidential, proprietary or discloses Sensitive Information;
(ii) discloses or solicits the private information of any person;
(iii) is threatening, abusive, harassing, stalking, or defamatory;
(iv) is deceptive, false, misleading or fraudulent;
(v) is invasive of another's privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
(vi) contains vulgar, obscene, indecent or unlawful material;
(vii) infringes a third party's intellectual property right(s);
(viii) publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
(ix) uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer;
(x) downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
(xi) falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
(xii) restricts or inhibits any other user of the Theorem Ecosystem from using and enjoying our website and/or the Theorem products;
(xiii) harvests or otherwise collects information about others, including e-mail addresses, without their consent;
(xiv)damages, disables, overburdens, or impairs any Theorem website or interferes with any other party's use and enjoyment of the Theorem Ecosystem;
(xv) violates the usage standards or rules of an entity affected by your use, including without limitation, any ISP, ESP, or news or user group (and including, by way of example, and not limitation, circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
(xvi) is legally actionable between private parties; and/or
(xvii) is in violation of any applicable law or regulation.
b. Suspension and Notice of Violations. We may immediately suspend use of the Theorem Directory and/or remove a Service Offering, at any time without notice, for actual or suspected violations of the terms contained in this Section 2 (Your Conduct and Content). This right is in addition to those other rights of suspension and removal that we otherwise have under this Agreement.
d. Our Use of Your Content. You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content in connection with the Theorem Directory. We may edit or remove Your Content at any time in our sole discretion.
3. Use by Users or customers
If you are customer or user, you understand and agree that we are not responsible for engagement with a Service Provider or use of Service Offerings. If you elect to engage with a Service Provider or procure a Service Offering, the terms and conditions regarding your use or receipt of the Service Offerings are between you and the Service Provider of those Service Offerings. Any questions, concerns or disputes that arise based on your use of a Service Offering should be addressed with the Service Provider, not with us. The Service Offerings may use or transport your data or information outside of the Theorem Ecosystem or Theorem product, and we are not responsible for any such use or transport. If you use the Theorem Ecosystem, its content (including without limitation, reviews), a Service Provider listed, or any Service Offerings, you do so at your sole risk.
4. Use by Service Providers
In addition, if you are a Service Provider, you must respond to inquiries regarding your Service Offerings within a reasonable period of time. If you are listed as a Service Provider, we also expect that Service Offerings you provide are done so with good quality and in a professional and workmanlike manner. We may remove you as a Service Provider or remove a Service Offering in our discretion, at any time, without notice to you. One of the reasons we might remove you as a Service Provider is if we determine that you are not responsive, or are not delivering quality or accurate work as we expect. Submitting your information as a Service Provider does not guarantee you will be listed on the Theorem Ecosystem or promoted by us.
5. Reviews and Profile Content
The Theorem Ecosystem may permit you to post reviews and other content about a Service Provider or Service Offering. If you submit content or a review, you agree that we may post all or a portion of the content or your review, along with your name and the date of the review. We reserve the right to edit, remove or decline to post any content or review, at any time, in our discretion. We are not responsible for the content of the reviews, whether or not we reviewed or edited the content.
In an effort to maintain fair, accurate and useful reviews, you are required to follow the Review Guidelines, along with the following, with respect to all reviews submitted:
The content of your review should be in compliance with this Agreement, including without limitation, Section 2 (‘Your Conduct and Content’).
Your review should be truthful and submitted in a good faith in compliance with the Review Guidelines and this Agreement.
Limit your review to relevant feedback about the Service Provider or Service Offering, based on actual experience with the Service Provider or Service Offering.
Submit only one review per Service Offering, unless further evaluation results in a change to the already submitted review.
If you are the Service Provider, or a competitor of the Service Provider, disclose your role and affiliation.
When submitting your review, do not impersonate another person or entity.
Your review may not be threatening, abusive, harassing, defamatory, deceptive, false, misleading, fraudulent, invasive of another's privacy; and it must not contain vulgar, obscene or indecent material, infringe a third party's intellectual property right(s), or violate export control laws and/or regulations.
Your review may not be provided to advertise or solicit other business.
6. Theorem’s Proprietary Rights
You are not granted a license to any software by this Agreement. The Theorem products are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. Our trademarks include, but are not limited to, those listed at www.theoremlegal.com, & (which we may update at any time without notice to you) and you may not use any of these without our prior written permission.
We encourage all customers to comment on the Theorem products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Theorem products, without payment or attribution to you.
7. Service Offerings, Third-Party Sites and Products
Service Offerings, Third-Party Sites and Third-Party Products are provided to you only as a convenience, and the availability of any Service Offerings, Third-Party Sites or Third-Party Products does not mean we endorse, support or warranty the Service Offering, Third-Party Product or Third-Party Product.
8. Term and Termination
a. Term. This Agreement will apply for as long as you use the Theorem Ecosystem.
b. Termination and Suspension. We may terminate this Agreement and/or suspend your access to the Theorem Ecosystem immediately if you: (i) violate any of the terms of this Agreement, (ii) use the Theorem Ecosystem in a way which has or may negatively reflect on or affect us, our prospects, or our customers, or (iii) if we determine it to be necessary or desirable in our sole discretion. We are not obligated to provide you with any of Your Content used in connection with the Theorem Ecosystem after termination. Termination or expiration of this Agreement shall not cause your subscription or partner agreement to be terminated, if you have one.
9. Your Representations and Warranties
You represent and warrant that: (i) your participation in the Theorem Ecosystem will not conflict with any of your existing agreements or arrangements, (ii) you have sufficient rights to share all Your Content with us for our use and with other users of the Theorem Ecosystem, and (iii) that the Service Offerings and Your Content does not violate or constitute the infringement of any intellectual property right, right of privacy, right of publicity or other proprietary right. If you are a Service Provider, you further represent and warrant that you have all sufficient rights and permissions to offer and provide the Service Offerings.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such Action is based upon or arises out of: (a) your use of the Theorem Ecosystem, (b) your noncompliance with or breach of this Agreement, (c) your use, offer or provision of Service Offerings, Third-Party Sites or Third-Party Products, or (d) your submission of a review. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us, (ii) requires us to make an admission, or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
11. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE THEOREM PRODUCTS OR SERVICES, THE THEOREM ECOSYSTEM, OR THE SERVICE PROVIDER CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE THEOREM ECOSYSTEM IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE THEOREM ECOSYSTEM AND THE SERVICE PROVIDER CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE THEOREM ECOSYSTEM AND SERVICE PROVIDER CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED DOLLARS.
d. Service Offerings, Third Party Sites and Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO SERVICE OFFERINGS, THIRD-PARTY SITES AND THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE THEOREM ECOSYSTEM TO YOU.
a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at https://www.theoremlegal.com/directory-terms-of-use . The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you should not use the Theorem Ecosystem.
b. Review Guidelines. We may change the Review Guidelines from time to time by updating the applicable website. The Review Guidelines are incorporated to this Agreement by reference. You agree to review the Review Guidelines on a regular basis and always remain in compliance.
c. Correction of Errors and Inaccuracies. The content on the Theorem Ecosystem may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the Service Provider Content and Your Content at any time without prior notice. However, we do not guarantee that any errors, inaccuracies or omissions will be corrected.
d. Applicable Law. This Agreement shall be governed by the laws of the State of New York without giving effect to the choice of law principles thereof, and in accordance with applicable federal laws of the United States.
e. Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any acts of God, epidemics, pandemics, strikes, labor disputes or other industrial disturbances, electrical or power outage, shortages of fuel or energy, utilities or telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, or any other cause beyond its or our reasonable control.
f. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
g. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Service Provider Content and the Theorem products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Service Provider Content or the Theorem products and services to prohibited countries or individuals or permit use of the Service Provider Content or the Theorem products and services by prohibited countries or individuals.
h. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
i. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To Theorem, Inc.: Theorem LTS, Inc., PO BOX 443 Wappingers Falls NY. Attention: General Counsel
To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
j. Entire Agreement. This Agreement is the entire agreement between us (Theorem and You as a User) for Theorem Ecosystem and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Theorem products and services, our trademarks, or any other property or right of ours.
m. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
n. Survival.The following sections shall survive the expiration or termination of this Agreement: ‘Theorem’s Proprietary Rights’, ‘Service Offerings, Third-Party Sites and Products’, ‘Your Representations and Warranties’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.
“User” means the individual or entity that uses the Service Offerings on the Theorem Ecosystem.
“Theorem”, “we”, “us” or “our” means Theorem Legal Technology Services, Inc. and our affiliates.
“Theorem Ecosystem” means the online marketplace operated by Theorem, located at https://ecosystem.theoremlegal.com/marketplace, that lists partners and/or service providers that may offer products, services, integrations, templates or applications that may interoperate with or be used in connection with the Theorem products. The Theorem Ecosystem may also be referred to as “Theorem Marketplace” or “Ecosystem”. For clarity, the Theorem Ecosystem DOES NOT include the Firm Ecosystem referenced in the Theorem Subscription Agreement.
“Review Guidelines” means the policies applicable to reviews submitted to the Theorem Ecosystem which we have published at here, or as may be expanded at https://thoeremlegal.com/community-guidelines or another website we designate.
“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
“Service Offerings” means those products, services, integrations, templates, digital assets, or applications that are listed on or offered by Service Providers on the Theorem Ecosystem.
“Service Providers” or “Vendor” are partners, service providers and other individuals or entities that that list or provide the Service Offerings on the Theorem Ecosystem.
“Service Provider Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the Theorem Ecosystem, whether by us, our customers, or other users of the Theorem Ecosystem. Service Provider Content does not include Your Content.
“Subscriber” means Registered User with a valid Theorem account, who may also be required to agree to the Theorem Subscription Agreement or Marketplace Seller Agreement.
“Third-Party Products” means products and professional services that are provided by third parties which may interoperate with or be used in connection with the Theorem products.
“Third-Party Sites” means third-party websites linked from within or accessed through the Theorem Ecosystem.
“You” or “Your” means the person or entity using the Theorem Ecosystem, whether you are a partner, Service Provider, client, customer, or user.
“Our Content” means all Sites, tools, templates and related proprietary materials developed and owned by us and our Affiliates, including without limitation, User Content, Third Party Content and Leads.
“Your Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the Theorem Ecosystem, by you.