Master Subscription Agreement

Hotshot Inc. (“Hotshot”, “we” or “us”) will provide services to the organization or individual (in either case “you”) identified on a Hotshot Order Form (“Order Form”), subject to all of the terms and conditions set forth in this agreement (this “Agreement”). This Agreement is intended to be a master agreement and shall apply to all Order Forms in place between the parties. Each such Order Form shall be considered to be a separate agreement, incorporating the terms of this Agreement. Any references to this Agreement herein shall be interpreted to mean the terms set out below as incorporated into each Order Form. This Agreement shall apply to either: (i) an organization subscribing on behalf of its Users (as defined below); or (ii) an individual or sole practitioner (“Individuals”) subscribing for himself/herself. An organization or Individual shall be identified as such on the Order Form. Different rights may apply to an organization or an Individual, as described below.

  1. Products

    1. Usage Right and License Grant

      For the duration of this Agreement, we grant you a non-exclusive, non-transferable, worldwide, limited license for Users (as defined below) to access and use those of our products and services that are listed on each applicable Order Form (“Products”) and the related Hotshot Materials (as defined below) in accordance with this Agreement.

    2. Users

      1. For organizations, only your organization’s attorneys and employees, or in the case of law schools and colleges, your matriculated students, professors and full-time employees (“Users”) may access the Products and the Hotshot Materials. The Users’ use of the Products and the Hotshot Materials is at all times subject to the terms of this Agreement. You will designate an employee who will act as the account owner and be responsible for managing the relationship with Hotshot and that employee will be listed on the Order Form. Both parties will use their reasonable efforts to keep the list of Users with access to the Products up to date, which will include reviewing the list of Users from time to time (which list is accessible to you via Hotshot’s website) and deleting the accounts of any Users no longer with your organization.

      2. For Individuals, only the person(s) named on the Order Form shall be considered a User for the purposes of this Agreement. Only that person may access the Product, unless we agree otherwise. Their use of the Products and the Hotshot Materials is at all times subject to the terms of this Agreement. For Individuals, “Order Form” means the online form you completed when you subscribed to the Products, including entering payment information.

    3. Usage

      1. Usage. Subject to section 1.3(c) below, Users may search, view and display the Products and the Hotshot Materials in printed or electronic form, but only in the regular course of their practice, professional development, training or educational programs. Users shall not: (i) redistribute the Products or the Hotshot Materials outside of your organization; or (ii) share passwords to the Products or otherwise facilitate access to the Products or the Hotshot Materials outside of your organization. You are responsible for noncompliance with this Agreement by your Users, whether or not you have knowledge of or authorize such noncompliance. You must notify Hotshot promptly upon becoming aware of any material noncompliance. As a general rule, you may not use the Products or any Hotshot Materials, in any commercial product or service, without our express prior written consent. Without limiting or interfering with any available rights and remedies, we reserve the right to deny service to any individual who violates, or whom we reasonably suspect of violating, this Agreement.

      2. Print Outs and Electronic Distribution. Subject to section 1.3(c) below, Users may print, or otherwise reproduce, in electronic or hard copy form, and share the Hotshot Materials within your organization only for so long as the Order Form applicable to the relevant Hotshot Materials is in place between us and you. No other distribution, dissemination or transmission of the Hotshot Materials is allowed, unless we have agreed to it in advance and in writing. Neither you nor the Users may reverse engineer, decompile or otherwise attempt to recreate or discern the underlying structure or makeup of any sort, of any Hotshot Materials or the Products, including altering any copyright notices.

      3. Individual Users. Individual Users may search, access and view the Products and the Hotshot Materials, in printed or electronic form, only for their personal business or academic use. Individual Users shall not: (i) redistribute the Products or the Hotshot Materials to any other party, including individuals within their law firm, law school or other organization; (ii) redistribute any hard copies of the Hotshot Materials, to any other party, including individuals within their law firm, law school or other organization; or (iii) share passwords to the Products or otherwise facilitate access to the Products or the Hotshot Materials.

  2. Fees and Payment Terms

    1. Fees and Taxes

      You will pay the subscription fees (“Fees”) as set out on each Order Form within 30 days (or such other period that may be specified on the Order Form) of receipt of the corresponding invoice. The Fees (i) may be increased as set out in sections 2.2 and 4.2 below; and (ii) do not include any sales taxes or other applicable taxes that may be imposed in any jurisdiction in connection with the subscription (together “Sales Tax”). You will be responsible for the Sales Tax incurred in providing access to the Products, which will be added to the Fees and set out on any invoice.

    2. Adjustments to Fees for Significant Corporate Events

      If during the Initial Term or any Renewal Term, you (or one of your affiliates that may be licensed under the applicable Order Form) undergo a merger, acquisition or any other material corporate change (each a "Corporate Event"), you will promptly notify us of such event and, notwithstanding any other provisions to the contrary herein, we reserve the right to adjust the Fees accordingly with effect from the Corporate Event, on a pro-rata basis, taking into account the increase in the size of your organization and whether the other entity(ies) involved in any such merger, acquisition or corporate change already has a license to the Products set out on each applicable Order Form. This section shall not apply to Individuals.

  3. Intellectual Property; Indemnification and Liability

    1. Hotshot Materials

      You acknowledge that all articles, notes, documents, updates, text, images, html, data, databases, email messages, videos, transcripts, outlines, quizzes, publications and other contents, resources, materials, know-how and services produced, published, displayed, distributed or provided by Hotshot in, on or through the Hotshot websites, the Products and all software and other technology hosted or used by Hotshot to provide its websites and services (the “Hotshot Materials”) and all copyrights, trade secrets, patents, trademarks and other intellectual property rights in the Hotshot Materials are exclusively owned by us, our affiliates, and our and their licensors. Other than the limited rights expressly granted in this Agreement, this Agreement does not, and should not be understood to, grant you or any of your Users, any right, title, interest or license in or to any Hotshot Materials for any purpose whatsoever.

    2. Indemnity

      Hotshot will defend or settle, indemnify and hold you harmless from and against any claims that the Products or Hotshot Materials, as provided to you under this Agreement and when used in accordance with this Agreement, infringe any United States copyright, patent or trademark of any third party. You must promptly notify Hotshot in writing of any such claim or cause of action, and Hotshot will have sole control of the defense or settlement of any action and of any negotiations relating to any such third-party Intellectual Property claims that are brought. This indemnity will be your only remedy and our entire liability to you for any infringement claim.

  4. Term and Termination

    1. Term of this Agreement

      This Agreement is intended to be a master agreement and shall: (a) take effect from the date of approval (via email, online approval or other clear consent) on the first Order Form; and (b) continue and remain in effect unless and until terminated as set out below.

    2. Term and Renewal for each Order Form

      1. For each Order Form, we will provide access to the Product(s) for the initial term specified on the applicable Order Form (the “Initial Term”). Thereafter each Order Form shall renew for successive periods of 12 months, commencing at the end of the Initial Term (each a “Renewal Term”), unless otherwise specified on the Order Form or unless terminated pursuant to Section 4.3 or 4.4 below.

      2. Notwithstanding any provision to the contrary, the Fees for each Renewal Term may be increased by us, upon no less than forty-five (45) days prior written notice to you, provided that, subject to section 2.2, any such increase will not be made more than once in any Renewal Term.

    3. Termination

      Without prejudice to any rights of either party, any Order Form may be terminated: (a) in the event of a party committing any non-material breach of this Agreement applicable to such Order Form, which is not remedied within 21 days of written notice from the party requiring such remedy; (b) immediately on written notice being given by a party if the other party commits any material breach of this Agreement, applicable to such Order Form, which is not remedied within 5 days, or repeats any breach that has previously been the subject of a notice under paragraph (a) above. In addition, this Agreement and all Order Forms then in place may be terminated immediately on a party giving written notice to the other party if: (i) any action under any provision of any state or federal law relating to insolvency or bankruptcy is filed by or against the other party and such action is not dismissed within 60 days of the filing; (ii) the other party enters into any composition with its creditors; (iii) the other party has a receiver or trustee appointed in respect of it or substantially all of its assets or property and such appointment is not withdrawn within 60 days of the date of appointment; or (iv) the other party is affected in any jurisdiction other than the United States by any matter of substantially similar effect to any of the matters referred to in paragraphs (i) to (iii) above. Notwithstanding anything to the contrary contained in this Agreement, if you receive any notice of late payment under this Agreement, whether written or electronic, from us, such notice will be deemed to be a notice of material breach under the applicable Order Form. Without prejudice to our rights to terminate any Order Form as set out above, if you commit a material breach of this Agreement (including but not limited to late payment of Fees and breach of license terms), then provided we provide notice of the details of such breach, we may suspend access to the affected Products(s) with immediate effect, without notice or penalty, until such breach is remedied.

    4. Termination by You

      For each Order Form, you may terminate your access to any or all of the applicable Products, effective at the end of the Initial Term or the then current Renewal Term, by giving us written notice of termination at least thirty (30) days before the beginning of the next Renewal Term. In addition, and subject to the foregoing, you may terminate this Agreement on no less than 30 days prior written notice if no Order Forms are then currently in place.

    5. Termination by Hotshot

      We may terminate your access regarding any Products and the Hotshot Materials, on 30 days prior written notice, but only in the event the applicable Product is no longer being made commercially available by us. In such event, we will refund to you any prepaid fees relating to the applicable product and for the period after the effective date of termination.

    6. Effect of Termination

      If this Agreement or access to any Product(s) under the Agreement is terminated, your rights to use the affected Products and any related Hotshot Materials shall cease and you must make all commercially reasonable efforts to remove all copies of Hotshot Materials related to the Agreement or the applicable terminated Products in accordance with this Agreement. If you terminate your access to the Product(s) for cause pursuant to this Agreement under section 4.3 above, Hotshot will refund, on a pro rata basis, Fees that you have paid for the affected Product(s) for the unused period following the effective date of termination.

  5. Disclaimers

    1. No Legal Services

      Hotshot provides practical legal training information and resources to you and your Users. The Hotshot Materials and the Products are general and educational in nature, may not reflect all recent legal developments, nor apply to the specific facts and circumstances of individual transactions and cases. Hotshot, its affiliates and their staff and consultants are not a law firm, do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a legal practitioner. Nothing in the Products or Hotshot Materials or in this Agreement, nor any receipt or use of such Products and Hotshot Materials, will be construed or relied on by you, your Users, or your and their clients, as creating any attorney-client relationship or providing any legal service, representation, advice or opinion whatsoever on behalf of Hotshot, its affiliates, our staff or any law firm, lawyer or other independent contributor of articles or other materials to the Products and Hotshot Materials.

    2. Editorial Policy

      We may maintain the Products by adding, updating, reorganizing and removing Hotshot Materials from time to time, without notice, to address changes in law, practice and market conditions and for other purposes in our sole discretion.

    3. Third-Party Materials

      Our websites may contain content from, and/or links to, third-party websites and services, including government information services and other publicly available websites (collectively, “Third-Party Materials”). You acknowledge that the Third-Party Materials are not part of the Hotshot Materials or Products for any purpose, and that Hotshot has no responsibility or liability for the content or legality of any Third-Party Materials or for the practices of the respective third parties.

    4. NO WARRANTIES

      EXCEPT AS SPECIFICALLY PROVIDED IN THE AGREEMENT, ALL HOTSHOT PRODUCTS AND SERVICES, INCLUDING THE PRODUCTS AND HOTSHOT MATERIALS, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, DELAYS AND NON- INFRINGEMENT.

    5. Force Majeure

      If there are events that are outside of our control, we will have no liability or responsibility hereunder to the extent that our performance of any obligation is prevented or delayed by circumstances or events beyond our reasonable control, including but not limited to acts of God, fire, flood, accident, unavailability of resources or supplies, default by suppliers, failure or unavailability of public utilities, the internet or data communications facilities, labor disputes, compliance with law, regulation or court order, war, riot or terrorism.

  6. Limitations of Liability

    YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY, AND THAT OF OUR AFFILIATES AND/OR CONTRIBUTORS UNDER THE AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO PRODUCTS OR SERVICES WHICH ARE MADE AGAINST HOTSHOT, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR NEGLIGENCE, EXCLUDING ONLY ANY CLAIMS BY YOU FOR INDEMNIFICATION PURSUANT TO THIS AGREEMENT, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU FOR THE AFFECTED PRODUCT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT WILL WE, OUR AFFILIATES AND/OR CONTRIBUTORS BE LIABLE TO YOU FOR ANY CLAIM(S) RELATING IN ANY WAY TO (I) YOUR INABILITY TO USE PRODUCTS OR SERVICES, OR TO TRAIN YOUR USERS, OR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON HOTSHOT MATERIALS OR (II) THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING OR DELIVERING OF HOTSHOT MATERIALS. IN NO EVENT WILL HOTSHOT, OUR AFFILIATES AND/OR CONTRIBUTORS BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO YOUR RIGHTS UNDER THE AGREEMENT EVEN IF WE, OUR AFFILIATES AND/OR CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT PROVISION OF PRODUCTS AND SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT WERE MATERIAL FACTORS IN THE DETERMINATION OF FEES.

  7. General

    1. Dispute Resolution; Governing Law; Jurisdiction and Venue

      This Agreement and any claim, action, suit, proceeding or dispute arising out of the provision or use of our services will in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of New York, without regard to the conflicts of laws provisions thereof. Each party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in the County of New York in any action or proceeding arising from or relating to this Agreement or any of the transactions contemplated hereby. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL.

    2. Limitation of Claims

      No claim arising out of the Agreement, regardless of form, may be made, nor such claim brought, under the Agreement more than two years after the basis for the claim becomes known to the party desiring to assert it.

    3. References

      We may identify you as a customer but any other use, including but not limited to case studies and testimonials, may be done only with your prior written consent. You may use our name in discussing your training and educational programs, and your use of our Products. Any other use of either party's name, trademarks and logos may only be made with such other party's prior written consent.

    4. Notice

      All notices, requests and other communications pursuant to this Agreement will be in writing and will be deemed to have been duly given only if delivered personally or by mail (return receipt requested at the time of sending) or by overnight courier service, to the parties at the addresses set forth in an Order Form or as otherwise permitted by this Agreement. Registration and other information you supply will be used in accordance with our privacy policy set out at the Hotshot website. You agree that we may also provide notice in connection with modification of our privacy policy by posting it on our website and, where required, notifying all Users, and you hereby expressly consent to electronic delivery of notices. Such electronic notice will be considered to be received by you within 24 hours of the time it is posted to the Hotshot website or emailed unless we receive notice that the email was not delivered.

    5. Integration

      Each Order Form is an agreement subject to the terms of this Agreement. This Agreement and the applicable Order Form sets forth the entire agreement and understanding between Hotshot and you pertaining to the provision of the Products set out in such Order Form, and supersedes all prior agreements between Hotshot and you with respect to such Products. The headings and captions contained in this Agreement are for convenience only and do not constitute a part of the Agreement. For the avoidance of doubt, the termination or expiry of any Order Form does not cause this Agreement to terminate or expire.

    6. Amendment and Waiver

      These Terms may be modified only by a written document mutually executed by both Hotshot and you. Failure to enforce a provision of this Agreement, and any waiver of any right or remedy on one occasion by either Hotshot or you, will not be deemed a waiver of that provision, right or remedy on any other occasion.

    7. Assignment

      The Agreement will be binding upon and will inure to the benefit of both Hotshot and you and our and your respective successors and permitted assigns. Neither Hotshot nor you may assign our or your rights or obligations hereunder, in whole or in part, to any other person or entity without the prior written consent of the other party. No such consent will be required for Hotshot to assign its rights and obligations to any affiliate of Hotshot or to any third-party successor to all or substantially all of its assets or a majority of its equity interests.

    8. Survival

      Articles 2, 3 and 5 through 7 will survive termination of this Agreement.

    9. Severability

      In the event that any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions will continue in full force and effect.

    10. Individuals

      In the case of Individuals subscribing to the Products the following additional terms shall apply: (a) you must be 18 years of age or older to purchase a subscription to the Products and you are representing you are over 18 by entering into this Agreement; (b) we may change the Fees and charges then in effect, or add new fees or charges, by giving you notice in advance and an opportunity to cancel. If you need to update your credit card details or you want to use a different credit card, please contact us via the Hotshot website. If you believe someone has accessed the Product using your user name and password, please immediately notify us by contacting us through the Hotshot website. You are responsible for any fees or charges incurred to access a Service through an internet access provider or other third-party service. For all subscriptions, you must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card; (c) from time to time, we may use a third party not affiliated with us to process payments for a Product (a “Third Party Processor”). You agree that this Third Party Processor is solely responsible for controlling, handling, processing, or fulfilling purchases processed through its systems. When using such Third Party Processor you may be subject to additional terms of use/service and privacy policy(ies) of the Third Party Processor.