Legal

Manager Account Agreement - Eleven

Last modified: March 7, 2022

This Manager Account Agreement extends the Terms of Use and applies to all Manager Accounts.

Definitions

This Agreement contains the terms and conditions that govern your access to and use of the Covered Services and is an agreement between Eleven and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or the Terms of Use, or if earlier, when you use any of Covered Services (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts, and that as you are entering into this Agreement for an entity (e.g. the company you work for), you have legal authority to bind that entity.

1. Grant of Rights

2. Limited Exclusivity of License

You expressly acknowledges that the Software is not exclusive to you and that Eleven shall not be limited or restricted in any way from entering into agreements to license the Software (which may be modified or adapted by Eleven to each client’s specific needs) and/or to provide similar, related or different services to any third party.

3. Account Set Up and Maintenance

4. Compliance with Applicable Law

You acknowledge that use of the Software is intended to serve as a tool to assist it in performing the services you provide to your clients. Notwithstanding anything else in the Agreement, you shall remain solely and exclusively responsible for ensuring that you comply at all times with all applicable laws, statutes and regulations.

5. Client Undertakings

6. Billing

With the exception of certain fees that are paid up-front (e.g. the digitization fee for subscription documents, we calculate and bill fees and charges monthly. You will pay us the applicable fees and charges for use of the Covered Services as described on Eleven using one of the payment methods we support, and you may manage your billing methods and billing contacts when logged in. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Upgradable Module or new feature of an Upgradable Module will be effective when we post updated fees and charges on Eleven, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. All payments made are non-refundable.

7. Term and Termination

8. Ownership and Proprietary Rights

9. Representations, Warranties and Exclusions

10. Confidentiality and Data Protection

11. Limitation of Damages

NEITHER ELEVEN, ITS AFFILIATES NOR ANY THIRD PARTY PROVIDER OF INFORMATION OR DATA OR THE SOFTWARE ON BEHALF OF ELEVEN SHALL IN ANY EVENT BE LIABLE FOR ANY LOSS, COST (INCLUDING COURT COSTS AND ATTORNEYS FEES), CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OR OTHER ALLEGED BREACH OF WARRANTY OR ACTION BROUGHT IN TORT OR STRICT LIABILITY OR UNDER ANY OTHER THEORY OF LIABILITY REGARDLESS OF WHETHER ELEVEN OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES CAUSED. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OR EXCLUSION OF LIABILITY SHALL APPLY WITH RESPECT TO ANY CLAIMS BASED ON WILLFUL MISCONDUCT OR VIOLATION OF LAW.

12. Indemnity

13. Promotion

Unless notified in writing to the contrary by you, Eleven is permitted to list you as a client on its website and in its marketing materials, including but not limited to using your name, or that of any of your affiliates, or any trade name, trademark, trade device, or simulation thereof, and a brief description of the services Eleven provides to you. This Section shall survive the termination of this Agreement.

14. Force Majeure

Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, to the extent that Eleven shall be excused from responsibility to perform under this Agreement under this Paragraph 14, Eleven will use reasonable efforts to resume services as soon as possible.

15. Non-Solicitation

During the Term and for a period of one (1) year thereafter, neither Eleven nor you shall hire, solicit for hire, or directly or knowingly indirectly use the services of any employee of the other party without the prior written consent of such other party. For purposes of this Paragraph, a person shall be deemed an “employee” of a party if such person has provided services to such party as an employee or independent contractor at any time within the preceding six (6) months.

16. Non-Disparagement

Each party agrees to refrain from making, or attempting to influence or convince any other person to make, any disparaging statements about the other or about any of the other’s Representatives; provided that each party and its Representatives shall be permitted to provide any information to the extent required by applicable law or regulatory authority, and provided further that both parties understand and agree that breach by one party of this Paragraph 16 shall result in the non-breaching party no longer being bound by the terms of this Paragraph.

17. Survival of Provisions

Paragraphs 1, 2, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18 shall survive any termination of this Agreement or the License.

18. Governing Law

This Agreement shall be governed by and construed with the laws of the State of New York without reference to the conflicts of laws rules thereof. Except with respect to any action arising out of the breach of Paragraph 9 of this Agreement, any dispute, claim or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be exclusively determined by arbitration in New York, New York. The arbitration shall be administered by the American Arbitration Association pursuant to its then-current arbitration rules and procedures. Judgment on any award of the arbitrator may be entered in any court having jurisdiction. The prevailing party in any suit or arbitration shall be entitled to an award of its attorneys’ fees and costs, in addition to, and not in limitation of, other remedies, subject to the limitations set forth in Paragraph 11.

19. Miscellaneous