For additional guidance on Vendor Accounts, please also see our General Vendor Terms.
1. USE OF THE SITE/CONTENT.
A. As a condition of your use of this Site, you warrant that (i) all information supplied by you on this Site is true, accurate, current, and complete, (ii) if you have a Theorem account (“Registered User”), you will safeguard your account information and will supervise and be completely responsible for any use of your account by anyone other than you, and (iii) you are 18 years of age or older. Theorem does not knowingly collect the information of anyone under the age of 18. We retain the right at our sole discretion to deny access to anyone to this Site and the content we offer, at any time and for any reason, including, but not limited to, for violation of these Terms.
B. Subject to the terms hereof, including “limitations on use” in Section 5 (Limitations on Use) below, and those of the Agreement; you may access and use for Subscriber’s internal business purposes during the time period specified in the Agreement: (i) the Site, (ii) any Site content made available to you (“Content”); and (iii) any Theorem software applications made available to you hereunder (each, an “Application”) for the purpose of accessing the Site through that Application. Except as otherwise provided in this User Agreement or the Agreement, no other access or use rights are granted to you and any use beyond what is explicitly authorized in this User Agreement and the Agreement is a material breach of both documents.
C. Use of Theorem Marketplace Ecosystem.
You may not use any Site Content or other Theorem Content, or derive any data from the Site or Content, to create a commercial business or service that would serve as a substitute for the Theorem Services (any and all services to be offered by Theorem).
2. NOTICES AND DISCLAIMERS.
A. Theorem is not a law firm, and does not provide legal representation or advice. Rather, Theorem is a technology company that provides businesses (in particular law firms, corporate legal, risk, and compliance departments) technology tools and services to work efficiently and cost-effectively, including providing technology-based information, consulting and intermediation services and business tools and an online platform through which professionals, including Theorem’s clients and experts may gather information and communicate among themselves and with each other. Neither your use of this Site nor your becoming a Registered User (defined below) creates an attorney-client relationship between Theorem and you, your organization or any other party. Theorem, in the platform, Apps, articles, sample contracts, and other materials provided on this Site, is not providing legal advice.
B. Although this Site may offer opportunities for Theorem's clients, attorneys, experts, and service providers to identify each other and enter into relationships with each other, you acknowledge and agree that (i) except as Theorem separately agrees in writing, it is not a party to any agreement between third parties or between you and any third party; (ii) no attorney, expert or other service provider is an employee or agent of Theorem and Theorem does not supervise, direct, or control any third party or the services or products that third party promises to deliver; (iii) Theorem shall have no liability or obligations under or related to any agreement between third parties; and (iv) Theorem makes no representations on the reliability, capability, or qualifications of any third party, or the quality or timeliness of any services to be provided by any third party or the results of the third party’s services, and Theorem disclaims any and all liability relating thereto.
4. REGISTRATION; FREE AND PAID SERVICES
B. From time to time, Theorem may allow you to access and use services on a free trial basis. THE SERVICES PROVIDED DURING THE FREE TRIAL PERIOD ARE PROVIDED AT YOUR SOLE RISK, “AS-IS” AND WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND.
C. From time to time, Theorem may also allow you to try certain products or services that are not generally available to clients (“Beta Services”). Beta Services will be clearly designated as beta, pilot, limited release, preview, non-production, for information or similar designation. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms and discontinued at Theorem’s sole discretion. BETA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED AT YOUR SOLE RISK, “AS-IS” AND WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND
5. LIMITATIONS ON USE. Except for the limited rights to download, store and/or print Content set forth in Section 6 below, you may not download, store, reproduce, republish, transmit, display, distribute or take screen shots of any portion of the Applications, the Site or any Content. In addition, you may not: (a) sell, rent, lease, loan, transfer, sublicense, distribute or otherwise make available or permit access to any Application, the Site or any Content to any third party; (b) modify, decompile, disassemble, decrypt or reverse engineer any portion of the Site or any Application; (c) use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology or process having similar functionality, to access, acquire, copy or monitor any portion of the Content or Site or any Application; (d) use the Content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program; (e) violate the security of the Site or any Application or attempt to gain unauthorized access to any Application, the Site, the Content or Theorem’s computer systems or networks connected to any server associated with Theorem, through hacking, password mining, social engineering or any other means; (f) use any Application, the Site or any Content in a manner that infringes or violates the intellectual property or proprietary rights of Theorem or any third party, including rights of privacy and publicity; (g) use the Site or Content in violation of applicable laws, rules and regulations, including without limitation, those pertaining to privacy, data protection and the export control laws/regulations of the United States or the jurisdiction in which you are located (if different); (h) use the Applications, the Site or the Content in any manner that is unlawful or harms Theorem, its service providers, suppliers or any other user, including, without limitation, any use for improper investment purposes in any entity whose information appears as part of the Content; (i) use the Site in such a way that you would be deemed to be engaging in the offering or solicitation of investments in securities; (j) use the Content as a factor in establishing an individual’s eligibility for employment, or for credit or insurance to be used primarily for personal, family or household purposes; or (k) use the Site or Content in any way that is fraudulent, false, misleading or deceptive. Theorem may track, monitor, report, analyze, and limit your Site usage; provided that Theorem will not make such information available to any third party other than in an aggregated, de-identified format.
6. EXCEPTIONS TO USE LIMITATIONS. Subject to the terms of this User Agreement and those of the Agreement, you are entitled – if you are an Authorized User (as defined in the Agreement) -- to incorporate de minimis amounts of data (i.e., insubstantial amounts of data that have no independent commercial value and are not separately marketable by Theorem) derived from the Content into presentations and reports for use solely in connection with Subscriber’s internal business operations. Specifically, you have the right to distribute in the ordinary course of Subscriber’s business limited extracts of data derived from the Content to Subscriber employees, affiliates, clients and/or prospective clients, in the form of charts, graphs, graphics, pitch books, presentations, statistics, research reports and other reports; provided, however, that in each case: (i) Theorem retains sole ownership over any Content incorporated therein; (ii) data derived from the Content is not used to create a commercial business or service that would serve as a substitute for the Theorem Services (any and all services to be offered by Theorem); (iii) the distributed presentations, reports, etc., are not issued on behalf of any unaffiliated third party; (iv) the following source attribution is included: “Source: Theorem Legal Technology Services, Inc.”; and (v) any publication of aggregated data is first approved in writing by Theorem. If you would like to obtain this permission, you must e-mail Theorem a copy of your proposed publication at support@Theoremlegal.com. In addition to the foregoing, if you are an Authorized User and the terms of the Agreement so provide, you may use the functionality of the Site to daily download and store the amount of Content, if any, authorized in the Agreement; provided that you do not store any such information for longer than the end of the Term. Neither downloading nor printing shall be done if the result would be that either you or the Subscriber compiles more than an insubstantial portion of the Theorem database from which such Content is pulled.
8. DATA CONTRIBUTIONS. Anyone may contribute data or information to Theorem. Such data contributions are voluntary; however, anyone who makes them, or otherwise confirms data, (each such person, a “Contributor”) acknowledges that Theorem may use any data so contributed without restriction, unless a specific written agreement to the contrary has been entered into by Theorem. In contributing such data, the Contributor hereby represents and warrants that: (i) its contribution does not breach any agreement, any intellectual property right (at law or in equity) or any law to which it is subject; (ii) Theorem is granted a perpetual, irrevocable license to use such data for any purpose]; and (iii) Theorem may use those data for any purpose, without limit or constraint. You are not authorized to use the Site to offer, sell or purchase securities, or to commit any illegal activity. You may not contribute data or otherwise use any Application, the Site or any Content in order to offer or sell securities, solicit investors or condition the market for any offer or sale of securities. Notwithstanding the foregoing sentence, Contributors that represent venture capital, private equity or other investment funds (each, a “Fund”) may contribute historical Fund performance data even if the Fund is offering securities as long as the Fund satisfies its obligations to ensure it has a pre-existing, substantive relationships with solicited investors and otherwise complies with this User Agreement. The data underlying the Content has been obtained from sources that are believed to be reliable but neither Theorem nor any third party providing such data guarantee the accuracy, completeness or timeliness of the underlying data, any Content or any projections based thereon. You must verify all information. Any securities referenced in the Content are more fully described in documents prepared by their issuers, and you are strongly urged to request and review such documents directly from such issuer(s).
9. RESERVATION OF RIGHTS. All right, title and interest (including all copyrights and other intellectual property rights) in the Applications, the Site and Content belong to Theorem and/or its suppliers. Notwithstanding the foregoing, Theorem does not claim an ownership interest in (a) derivations of Content that you create through your authorized use of the Site if such derived work is sufficiently transformed so that any Content on which it is based or that forms one or more inputs into it cannot be readily understood, reverse engineered, disassembled or decompiled by a someone reasonably knowledgeable of legal or financial services or reasonably skilled in legal or financial services software applications; or (b) any data or other content not originally sourced from Theorem, its affiliates, or any of their suppliers that is separately uploaded by Subscriber or its Users (as defined in the Agreement) onto the Site (e.g., custom entity records, custom text files, etc.) (all such data and content described in (b), collectively, “Subscriber Data”). Except as expressly provided in this User Agreement and/or the Agreement, nothing contained herein shall be construed as conferring upon you any right, in the Applications, the Site or any Content. You agree that the Applications, the Site and Content are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to remove or obscure the copyright or other notices contained in Content retrieved from the Site including but not limited to any copyright or other notices included on the printable profiles.
10. NO OFFER OF SECURITIES OR OTHER SERVICES. The Applications, the Site and all Content are made available for informational purposes only and do not constitute, and should not be construed as soliciting or offering any investment or other transaction, identifying securities for you to purchase or offer to purchase, recommending the acquisition or disposition of any investment, or otherwise providing any financial, tax, legal or other advice of any nature whatsoever. If you are seeking advice rather than information, you should instead obtain the services of an independent advisor. You understand and agree that: (i) any decisions you make using any Application, the Site or any Content are made solely at your own risk; and (ii) you will indemnify and hold harmless in any proceeding in law or equity Theorem, any of its affiliates and any of their directors, officers, employees and agents for any damages, liability, or other loss (including legal fees) arising out of or relating to any decisions of any nature you make or refrain from making based on your use of any Application, the Site, any Services and/or any Content.
11. NO WARRANTY; DISCLAIMER. The Applications, the Site and any Content are provided for educational or informational purposes only, are not intended to provide legal, accounting, investment or financial or other types of advice and should not be relied upon in that respect. You should not act or rely on any information on the Site without seeking the advice of a professional. Any Content, including, without limitation, any opinion, advice, article, publication, statement, service, offer, or other information expressed or made available on the Site, or on any site linked to the Site, is that of the respective author or distributor and not of Theorem, its affiliates, or their agents. Theorem reserves the right to modify the Site and/or any Content at any time without notice. However, Theorem assumes no obligation to do so or to advise on further developments concerning topics or other information mentioned on the Site. The Content contained on the Site may contain typographical errors. EACH OF THE APPLICATIONS, THE SITE AND THE CONTENT IS PROVIDED ON AN “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEOREM, ITS AFFILIATES, THEIR SUPPLIERS AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “THEOREM PARTIES”) MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED REGARDING ANY APPLICATION, THE SITE OR ANY CONTENT. ADDITIONALLY, THE THEOREM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS HEREUNDER, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT; (B) OF ADEQUACY, ACCURACY, TIMELINESS AND COMPLETENESS OF CONTENT OR RESULTS; (C) ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (D) OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.
12. LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. IN NO EVENT WILL THE THEOREM PARTIES BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS USER AGREEMENT OR YOUR USE OF THE SITE, PURCHASES MADE ON THE SITE, THE APPLICATIONS OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.
13. FORCE MAJEURE. Theorem 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.
14. LINKS TO THIRD PARTY SITES. The Site – whether through an Application or otherwise -- may contain links to other web sites ("Linked Sites"). The Linked Sites are not under the control of Theorem and Theorem is not responsible for the contents or operation of any Linked Site, including without limitation any content contained in a Linked Site, any changes or updates to a Linked Site or the manner in which any Linked Site handles any information submitted by or related to your accessing or using it. Theorem is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Theorem of the Linked Site or any association with its operators.
15. CLAIMS OF COPYRIGHT INFRINGEMENT. Anyone who believes that their work has been reproduced on the Site in a way that constitutes copyright infringement should notify Theorem’s copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:
(i) Identification of the copyrighted work that you claim has been infringed;
(ii) Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Site so that the copyright agent can locate it;
(iii) Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
(iv) A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Notices of copyright infringement claims should be sent as follows:
Theorem LTS, Inc.
PO BOX 443
Wappingers Falls, NY
If you give notice of copyright infringement by text e-mail, Theorem’s copyright agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail before we are required to take any action.
16. UPDATES. Theorem reserves the right to change or otherwise update this User Agreement at any time. Updated versions of the User Agreement will be posted in the User Agreement section of the Site and any such modifications will be effective upon the posting of such updated terms. Please check the User Agreement each time before you access the Site to determine whether a change has been made to this User Agreement. If you do not agree to any changes in this User Agreement as they may occur, please arrange to terminate your registration with the Site immediately and discontinue your use of the Application(s), the Content and the Site. In addition, Theorem may, from time to time, provide updates or enhancements to the Site and/or the Applications. These updates may contain, without limitation, without limitation, bug fixes, patches, enhanced functionality, additional or different Content, and new versions of the Site or the relevant Application(s). Your continued use of the Application(s), the Site or the Content constitutes your binding acceptance of such modifications. Theorem reserves the right in its sole discretion to temporarily or permanently disable or terminate any and all Application and/or Site functionality and/or remove any Content at any time without notice and without liability to you or any third party.
17. ILLICIT OR UNLAWFUL ACTIVITY. You agree to comply with all laws applicable to your use of any Application, the Site and/or the Content. Theorem reserves the right to investigate complaints or violations of the User Agreement and to take any action Theorem deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
18. REMEDIES FOR VIOLATIONS. Theorem reserves the right to seek all remedies available to it at law and/or in equity for violations of the User Agreement, including but not limited to, the right to block access from a particular internet address to this Site and any other Theorem web sites and their features and to seek injunctive relief without the need to provide notice or post bond. All provisions of this User Agreement that would reasonably be expected to continue after its termination shall so continue.
19. CHOICE OF LAW; EXCLUSIVE JURISDICTION AND VENUE. 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.
20. OTHER RIGHTS. The provisions of sections 11 (No Warranty; Disclaimer), 12 (Limitation of Liability; Exclusive Remedy), 18 (Remedies for Violations) and 21 (Confidentiality) are for the benefit of the Theorem Parties. Each of the Theorem Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.
21. CONFIDENTIAL INFORMATION. Each party acknowledges that certain Confidential Information of the other party may be disclosed to it during the term of this User Agreement. For purposes of this User Agreement, “Confidential Information” means any information that is labeled “confidential,” “proprietary,” etc., or that is disclosed in such a way that a reasonable person acting reasonably would understand it to be of confidential/proprietary nature. For absence of doubt, Confidential Information includes, without limitation, all trade secrets, customer lists, marketing and product plans, technology, systems, business processes, and any other financial, sales, marketing or business information, including, without limitation the terms of this User Agreement and the Subscriber Data, that is: (1) not already in the public domain; (2) not lawfully obtained from a third party without any obligation of confidentiality; (3) not lawfully known to the receiving party prior to disclosure by the other party; or (4) independently developed by the receiving party, without reference to the other party’s Confidential Information. Except as otherwise expressly provided in this Agreement, each party will treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information, but in no event less than a reasonable degree of care; and, if requested by the other party, will destroy or return to the other party all Confidential Information upon termination or expiration of this User Agreement.
Termination by Us:
We reserve the right in our sole discretion, without penalty and at any time without notice, to modify or discontinue (temporarily or permanently) User’s access to our Sites and Services, or any part thereof if We believe that User is violating these General User Terms. If User uses or attempts to use our Sites and/or Services for any purpose that contravenes these General User Terms (including without limitation tampering, hacking, data scraping, modifying or otherwise corrupting the security or functionality of our Sites and Services), User may also be subject to civil and criminal liability.
Termination for Convenience by User:
User may terminate its User Account at any time by sending an email request to email@example.com . We will endeavor to remove your User Account within 5 (five) business days. While You still may be able to access certain portions our Sites and Services following termination of your Account, You will no longer have access to the full functionality.
Termination for Convenience By Us:
We may in our sole discretion terminate your User Account, or impose limits on or restrict your access to parts or all of our Sites and/or Services at any time, without notice or liability.
For guidance on termination of vendor accounts, please see our General Vendor Terms.
C. Severability. If any part of this User Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this User Agreement will continue in effect. The section titles in this User Agreement are solely used for the convenience of the parties and have no legal or contractual significance. Theorem may assign this User Agreement, in whole or in part, at any time with or without notice to you. You may not assign this User Agreement or assign, transfer or sublicense your rights, if any, in the Site or Content. Theorem’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Those sections of this User Agreement that would reasonably anticipated to survive its termination or expiration shall so survive.
For more information regarding this User Agreement, please contact Theorem:
PO BOX 443
Wappingers Falls, NY 12590
Last Updated: December 30, 2020.