Promotion Terms & Conditions

Lupl Elite Access Program (LEAP)

 

Terms & Conditions

Thank you for your interest in the Lupl Elite Access Program (“Program”). These Terms & Conditions (the “Terms”) describe the parties’ respective rights and obligations in connection with the Program.  By applying for the Program, you agree to be bound by these Terms. These Terms should be read alongside the terms and conditions applicable to the website, platform(s) and application(s) of Lupl as available from time to time at www.lupl.com, which terms and conditions also form part of your contract with Lupl.

 

1. About the Program

 

1.1 The Program entitles eligible organizations to access and use the Lupl platform functionality described in the “Elite” tier (or any substantially similar successor pricing tier), as described at www.lupl.com/pricing (the “Lupl Platform”) without charge for an unlimited period, subject to these Terms.

 

1.2 The Program is offered and administered by Lupl, Inc. of One Freedom Square, Reston Town Center, 11951 Freedom Drive, 14th Floor, Reston, Virginia 20190-5656 (“Lupl”).

 

2. Eligibility for the Program

 

2.1 To be eligible for the Program, you must meet all of the following requirements:

 

2.1.1 Submit your application (together with the required supporting information) to Lupl on or before 23:59:59 UTC on 30 June 2022.

 

2.1.2 Be referred by a pre-approved participating law firm (“Referral Firm”). Details of currently approved Referral Firms are available from Lupl upon request.

 

2.1.3 At the time of your application, be a client of a Referral Firm.

 

2.1.4 Comply with any other eligibility requirements notified to you as part of your application.

 

2.1.5 Provide a business email address and valid business contact information.

 

2.1.6 Not be a law firm, alternative legal services provider (ALSP) or other organization whose primary business is the provision of legal services.

 

2.1.7 Comply with these Terms.

 

2.1.8 Be legally entitled to participate in the Program and to bind yourself and your organization to these Terms.

 

2.1.9 Comply with Lupl’s standard terms and conditions, end user license agreements, terms of use, privacy terms and other legal documentation notified to you from time to time by Lupl or available via www.lupl.com (“Platform T&Cs”).

 

2.1.10 Not be an existing or past customer of Lupl.

 

2.2 All applications for the Program are subject to the approval of Lupl in its sole discretion. Lupl reserves the right to reject one or more applications for the Program with or without providing a reason or notice.

 

3. Access to the Lupl Platform

 

3.1 If your application to the Program is approved, you will be entitled to the free access to the Lupl Platform described on the Program application page at www.lupl.com.

 

3.2 Your use of the Lupl Platform itself will be governed by the Platform T&Cs and you agree to comply with such Platform T&Cs.

 

3.3 Lupl will notify you in writing (including via email) if your application has been approved. Until you receive official approval of your application and are fully onboarded, you will still be entitled to access the “Freemium” version of Lupl, without the additional functionality that is available as part of the Program.

 

3.4 If not specified on the application page, your free use of the Lupl Platform as part of the Program will be subject to the following restrictions:

 

3.4.1 Access is to the “Elite” tier (or any substantially similar successor tier) identified at www.lupl.com and subject to such additional limitations set out herein.

 

3.4.2 Free access is available to no more than five (5) users in your organization (including any related entity).

 

3.4.3 No more than three (3) custom matter templates per organization.

 

3.5 If your application is approved, there is no time limit on your free access to the Lupl Platform. However:

 

3.5.1 Lupl does not warrant or represent that the features, functionalities and/or integrations described in the “Elite” tier will always be available or supported, nor that features or functionalities added to the Lupl Platform in the future will be available as part of the Program.

 

3.5.2 Your access to the Lupl Platform may be terminated in accordance with the Platform T&Cs (for example, but without limitation, if you or individuals in your organization breach the Lupl End User License Agreement).

 

3.6 Any usage beyond that which is permitted via the Program (e.g., if you elect to use Lupl with six or more users) will be subject to Lupl’s then-prevailing standard rates and on such conditions as are described at www.lupl.com in accordance with the Platform T&Cs from time to time.

 

4. Your Responsibilities

 

4.1 By applying for the Program, you represent, warrant and undertake that:

 

4.1.1 you will be legally bound by these Terms;

 

4.1.2 you have full power and authority to enter these Terms and to bind your organization; and

 

4.1.3 you meet the eligibility criteria set out herein and that all information provided in connection with your application is accurate, complete and not misleading.

 

4.2 Participation in the Program cannot be exchanged or refunded. Without limitation to the foregoing, you will not be entitled to service credits, refunds of license fees or any other financial consideration that may otherwise be available to paid customers.

 

4.3 You are responsible for providing the hardware, software and internet connectivity (at your own sole cost and expense) to access the Lupl Platform.

 

4.4 The Program cannot be combined with any other offer or promotion, nor licensed, transferred, assigned, sub-licensed or novated to any other person or entity, and you agree not to do so or purport to do so.

 

4.5 The Program is only available to the extent permitted by law in your jurisdiction.

 

4.6 Lupl may suspend or terminate your rights in connection with the Program and the Lupl Platform if it reasonably believes you are in violation of these Terms or the Platform T&Cs. Upon termination, all rights granted to you hereunder will terminate immediately.

 

5. Liability

 

5.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND LUPL (AND ITS SUPPLIERS AND AFFILIATES) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUPL (AND ITS SUPPLIERS AND AFFILIATES) MAKE NO WARRANTY THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

 

5.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LUPL (OR ITS SUPPLIERS OR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS, EVEN IF LUPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PROGRAM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

 

5.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LUPL’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS AND THE PROGRAM (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT LUPL’S SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

 

6. Other Terms

 

6.1 The Program itself and the Lupl Platform are operated and maintained by Lupl and not the Referral Firms. The Referral Firms are not a party to these Terms and make no representation, warranty or undertaking in respect of the Program or the Lupl Platform. Lupl may provide details of your application to the Referral Firms – for example, but without limitation, to confirm that you meet the requirements of the Program (e.g., that you are a client of the Referral Firm specified in your application).

 

6.2 Lupl may change these Terms from time to time. You should check the Lupl website regularly for any changes that apply from the date they are uploaded.

 

6.3 Lupl may withdraw the Program on or before the application deadline set out herein. All applications approved by Lupl prior to the date on which it withdraws the Program will be honored in accordance with these Terms.

 

6.4 A person who is not a party to these terms has no rights hereunder.

 

6.5 Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

 

6.5.1 Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Lupl that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Lupl, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

 

6.5.2 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Lupl should be sent to: One Freedom Square, Reston Town Center, 11951 Freedom Drive, Reston, Virginia 20190-5656. After the Notice is received, you and Lupl may attempt to resolve the claim or dispute informally. If you and Lupl do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

 

6.5.3 Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Lupl made to you prior to the initiation of arbitration, Lupl will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

 

6.5.4 Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

 

6.5.5 Time Limits. If you or Lupl pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

 

6.5.6 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Lupl, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Lupl.

 

6.5.7 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND LUPL WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

 

6.5.8 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

 

6.5.9 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

 

6.5.10 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

 

6.5.11 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

 

6.5.12 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Lupl .

 

6.5. 13 Small Claims Court. Notwithstanding the foregoing, either you or Lupl may bring an individual action in small claims court.

 

6.5.14 Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

 

6.5.15 Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

 

6.5.16 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Fairfax County, Virginia, for such purpose

 

6.6 These Terms shall be governed by and construed in accordance with the laws of Virginia.

 

6.7 Export. The Program may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Lupl, or any products utilizing such data, in violation of the United States export laws or regulations.

 

6.8 Electronic Communications. The communications between you and Company use electronic means, whether you use the Lupl Platform or send us emails, or whether Lupl posts notices on its website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Lupl in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Lupl provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

 

6.9 Entire Terms. These Terms constitute the entire agreement between you and Lupl regarding the Program. The Lupl Platform T&Cs apply to your use of the Lupl Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

 

6.10 Your relationship to Lupl is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Lupl’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

 

6.11 All rights not expressly granted hereunder are reserved to Lupl.