PLEASE READ THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) IN ITS ENTIRETY. BY CLICKING THE "NEXT" BUTTON, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; (2) YOU ARE AUTHORIZED TO ACCEPT IT; AND (3) YOU AGREE TO ITS TERMS. IF YOU DO NOT ACCEPT THE TERMS CONTAINED HEREIN, CLICK THE "CANCEL" BUTTON BELOW.
PLEASE NOTE: THE TERMS CONTAINED HEREIN MAY HAVE CHANGED. FURTHER, THIS AGREEMENT CONTAINS TERMS THAT APPLY TO A PERPETUAL RIGHT TO USE THE SOFTWARE AND TERMS THAT APPLY TO A SOFTWARE SUBSCRIPTION (DEPENDING UPON HOW YOU PURCHASED THE RIGHT TO USE THE SOFTWARE) AND TERMS THAT ARE COMMON TO EACH OF THE FOREGOING.
If you have any questions as to which terms are applicable to you, please contact Company at the following number: 1-800-387-9785
This Agreement for Time Matters® and/or Billing Matters® and/or PCLaw® software ("Product") is entered into between You (defined below) and PC Law Time Matters LLC, unless You are a Canadian entity. If You are a Canadian entity, this Agreement is between You and PCLaw Time Matters Canada, Inc. “Company” means PCLaw Time Matters LLC or PCLaw Time Matters Canada, Inc., as applicable. The terms of any Software Order are incorporated by reference. IF YOU HAVE EXECUTED A SEPARATE WRITTEN LICENSE AGREEMENT WITH COMPANY FOR THE PRODUCT, THE TERMS OF THAT SEPARATELY EXECUTED AGREEMENT WILL SUPERSEDE THE TERMS OF THIS AGREEMENT.
A1.1 Subject to the restrictions set forth below, You may (a) install the number of authorized copies of Product in executable form for your internal operations; (b) use the Documentation for your internal operations; (c) make a single backup copy of the Product, provided the backup copy is not used for production purposes; and (d) permit your employees, agents, representatives, or contractors designated by You ("Authorized Users") to access and use the Product locally or remotely in accordance with this Agreement.
A1.2 The Product may be installed on a remote server for use solely in accordance with this Agreement, provided that Company shall not be responsible for any problems accessing or using the Product, and/or its associated add-ons or plugins, related to a computing or hosting environment operated or managed by any other person or entity.
A1.3 Copyright notices and any other proprietary legends on the original copy of the Product must be reproduced on any copies of the Product. You may not transfer the rights to a backup copy unless You transfer all rights in the Product.
A1.4 Use of some third-party materials included in the Product may be subject to other terms and conditions typically found in a separate agreement or "Read Me" file located in or near such materials. Such access, if provided, may be terminated by Company, in its discretion, at any time, with or without notice. This online file sharing service is for file sharing and is not intended for use as a document repository. Company reserves the right to limit the storage capacity per firm and/or the length of time that files may be stored online, or alternatively, to charge you for premium levels of storage if you reach any storage limitations. We will inform you in advance if you are approaching our limitations on document storage (which may change from time to time).
A2.1 By accepting the rights granted by Company, You agree that You will not, without the prior written consent of Company:
A2.2 Any permitted transfer of the Product must include the Product and Documentation, any backup copies, any Updates or Upgrades, if applicable, and a copy of this Agreement. Written notice of the transfer must be sent by You to Company within 15 business days of the transfer, specifying the new grantee.
A2.3 THERE MAY BE TECHNOLOGICAL MEASURES IN THE PRODUCT THAT ARE DESIGNED TO PREVENT UNAUTHORIZED USE OF THE PRODUCT INCLUDING, BUT NOT LIMITED TO, A TIME-OUT ROUTINE THAT MAY RENDER THE PROGRAM "READ ONLY" OR DENY ACCESS TO THE PROGRAM IF NOT REACTIVATED. You understand that You may need to activate or reactivate the Product from time to time to continue use of the Product.
A2.4 Internet-Based Services. If the Product accesses a Company internet-based service associated with the Product, You agree that You will not use the Product in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them.
You understand that the Product may collect, categorize and store anonymous data related to program errors and use for purposes of providing technical support, analyzing errors and product improvements. Company will not disclose anonymous data in any form that personally identifies You.
If any authority imposes a duty, tax, levy or fee, excluding those based on Company's net income, upon the Product, You agree to pay the amount specified. You are responsible for any personal property taxes for the Product from the date it was acquired.
A4.1 Company and its suppliers reserve all rights with respect to the Product, Documentation, and any copies under all applicable national and international laws and treaties for the protection of Intellectual Property, including, but not limited to, trade secrets, copyrights, trademarks, and patents. Any rights not expressly granted to You in this Agreement are retained by Company and its suppliers.
A4.2 Except as otherwise provided in this Agreement, You shall not cause or permit unauthorized copying, reproduction, or disclosure of any portion of the Product or Documentation, or the delivery or distribution of any part thereof to any third party, for any purpose, without the prior written permission of Company. This restriction shall continue beyond the termination of this Agreement.
You will not ship, transfer, or export the Product to any country, nor will You use the Product in any manner prohibited by the United States Export Administration Act or any other export laws, national or international, restrictions, or regulations that apply to the Product. You agree to indemnify and hold Company harmless for any violation of this provision.
The Product and Documentation are "Commercial Items" as that term is defined at 48 CFR 2.101 consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. The rights to the Product and Documentation are granted to U.S. Government end users (a) only as Commercial Items and (b) only with those rights as are granted to all other end users pursuant to the terms and conditions herein.
A7.1 Company warrants that it has sufficient rights to grant the rights in the Product pursuant to this Agreement; Company further warrants that the Product will operate substantially in accordance with its written specifications. No warranty is made that the Product will run uninterrupted or error-free. The warranty period for the Product and Documentation is 30 days from delivery ("Warranty Period").
A7.2 Company's and its suppliers' entire liability and your exclusive remedy for any breach of this limited warranty or for any other breach of this Agreement or for any other liability relating to the Product shall be, at Company's option from time to time exercised subject to applicable law, (a) repair, or (b) replacement, or (c) return with proof of purchase and refund of the applicable software fees, of a Product that does not meet this limited warranty. You will receive the remedy elected by Company without charge, except that You are responsible for any expenses You may incur (e.g., cost of shipping the Product to Company, third party services not provided by Company). This limited warranty is void if failure of the Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Product will be warranted for the remainder of the original warranty period or 30 days, whichever is longer, and Company will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Company's warranty remedy procedures.
A7.3 THE PRECEDING WARRANTIES ARE THE ONLY WARRANTIES RELATED TO THE PRODUCT, DOCUMENTATION, AND SUPPORT SERVICES AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
A7.4 If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, You also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (30 DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE 30 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to You. This limited warranty gives You specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.
IN NO EVENT WILL COMPANY, ITS PRODUCT DEVELOPERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, STATUTE, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOSS OF OR DAMAGE TO DATA, PROFITS OR BUSINESS INTERRUPTION LOSSES, SUSTAINED OR ARISING FROM OR RELATED TO THE PRODUCT, DOCUMENTATION OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL AT ALL TIMES AND IN THE AGGREGATE AMOUNT BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. NO ACTION OR PROCEEDING AGAINST COMPANY MAY BE COMMENCED MORE THAN ONE YEAR AFTER THE CLAIM ARISES EXCEPT FOR COMPANY CLAIMS RELATING TO COLLECTION OF FEES DUE AND PAYABLE BY YOU. THIS SECTION SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.
A9.1 Fees relating to software, subscription, services, or any related charges, shall be payable in full upon order, or, if invoiced by the Company, within 30 days of the date of Company's invoice.
A9.2 Payments provided for in this Agreement shall, when overdue, be subject to a late payment charge calculated at a rate of one and one-half percent (1.5%) per month until paid; provided, however, if the amount of such late payment charge exceeds the maximum permitted by law for such charge, then the charge shall be reduced to the maximum amount allowed. You shall be liable for all costs of collection incurred by Company including without limitation collection agency fees, reasonable attorney's fees and court costs if You fail to comply with the payment obligations set forth herein.
A10.1 Governing Law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. This Agreement shall be governed in all respects by the laws of the State of New York, United States, without regard to conflicts of law principles. If You are a Canadian entity, this Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder; You consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario.
A10.2 Technical Information. By licensing the Product, You agree that Company and its affiliates may collect, use, and compile and monitor statistical information based on non-personally identifiable information gathered or transmitted to Company or its affiliates via the Product for the purpose of verifying proper authorization of all copies of the Product in use by You, as well as for the purpose of improving our Products and services and for new product and technology development.
A10.3 Modifications. Company reserves the right to change or modify the terms and conditions of this Agreement immediately upon written notice to You. If any changes are made to this Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against You or your Authorized Users and will apply to all similarly situated customers using the Product. Continued use of the Product after the effective date of any change to this Agreement constitutes your acceptance of the change, but does not affect any termination rights contained herein.
A10.4 Severability. If any term of this Agreement is held invalid or unenforceable for any reason, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.
A10.5 Waiver. None of the requirements of this Agreement shall be considered waived by either party unless the waiver is in writing, and then only by persons executing this Agreement or other duly authorized agents or representatives. The waiver by either party of a breach or a violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach or violation.
A10.6 Assignment. Neither party may assign (voluntarily, by operation of law, or otherwise) this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, Company may assign this Agreement to any Affiliate or successor on notice to You. As a condition to assignment, your assignee must agree to assume and be bound by all terms and conditions of this Agreement.
A10.7 Compliance with Rights Granted. You agree that, upon request from Company or Company's authorized representative, You will within 30 days fully document and certify that any and all use of the Product at the time of the request is in conformity with your valid and authorized rights granted by Company.
A10.8 Entire Agreement. This Agreement (which includes the associated Software Order) is the entire agreement between You and Company relating to the Product and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Product or any other subject matter covered by this Agreement.
A10.9 Parties Bound. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, legatees, successors, and permitted assignees.
A10.10 Force Majeure. Except with respect to Your obligation to make timely payments, neither party shall be held responsible for any delay or failure in performance to the extent that such delay or failure is caused by fires, strikes, embargoes, explosions, earthquakes, floods, wars, water, the elements, labor disputes, government requirements, civil or military authorities, acts of God or by the public enemy, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers, or other causes beyond its control whether or not similar to the foregoing.
A10.11 Notices. All notices under this Agreement (except for requests for Service) shall be in writing and shall be given by mail, postage prepaid or by overnight delivery addressed to the respective parties, if to You, at Your address set forth in the applicable Software Order, or to Company at:
Such notice shall be deemed to have been given 3 days after properly addressed and deposited in the mail, or the next business day after deposit with an overnight courier. Either party may change its notice address upon notice to the other party in compliance with this provision.
A10.12 Independent Contractor. All work performed under the Agreement by a party shall be performed as an independent contractor and not as an agent of the other. No persons furnished by either party shall be considered the other party's employees or agents, and each party shall be responsible for its own employees' compliance with all laws, rules, and regulations involving employment of labor, working conditions, payment of wages, and payment of taxes, such as unemployment, social security, and other payroll taxes, including applicable contributions from such persons when required by law.
The terms and conditions of a separate agreement ("Annual Maintenance Plan") shall apply to any Updates/Upgrades, changes to the number of Authorized Users permitted to use the Product under this Agreement, and mobile access and use of the Product. The Annual Maintenance Plan and the Software Policies available for review at www.pclawtimematters.com/terms. These terms include:
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February 2020