(Effective January 1, 2012)
CompleteLAW CLOUD (“CLC” or “Licensor”) is the name in which this business is conducted by CompleteLAW-WEB, LLC, an Ohio limited liability company. CLC hereby grants its users (“Licensee”) a non-exclusive, non-transferable, limited license to use certain law related software programs (“Programs”) developed by Licensor in conjunction with Licensee’s practice of law through CLC’s Online Legal Software Services (“Service”) on the Authorized Platforms and via the Authorized Means during the Term, as set forth in this Agreement (“Agreement”), which shall be effective as set forth below.
1. SERVICE AUTHORIZED PLATFORMS AND MEANS. CLC will provide Licensee via the Service with on-line, on-demand access of the CLC suite of software Programs designed for the use of law firms at times selected by Licensee on webpage(s) hosted by CLC. Licensee represents and warrants that Licensee exclusively controls the information it places on the Service, and agrees to defend and indemnify CLC against any claims arising from the Service in the manner specified in this Agreement. Licensee may grant access to Licensee’s shareholders, partners, members, associates, employees as to whom it has paid a license fee and who are listed on Attachment A (collectively, “Authorized Users”), to the Programs via the Service an unlimited number of times during the Term.
2. OWNERSHIP. Licensee agrees that all ownership rights to Programs and all patents, copyrights, trademarks and trade secrets related to Programs shall be the exclusive property of CLC, subject only to the grant of this license. Licensee further agrees not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, or any portion thereof. License agrees not to use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, threatening or offensive. Licensee shall prevent Unauthorized Users from using the Service. Each Authorized User will be provided with a unique identifier to access and use the Service (Username). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
3. WEB HOSTING SERVICES. CLC will provide Licensee and Licensee’s shareholders, partners, members, associates and employees with access to webpage(s) used to deliver the Service during the Term. Licensee acknowledges that CLC will provide these services by engaging a third-party web hosting vendor (“Vendor”) that will be responsible for all installation, maintenance, repair, and the 24-hour Internet connection of one or more shared or physical computers necessary to host the webpage(s) for CLC, and in turn, for Licensee.
4. AVAILABILITY OF SERVICE. Licensee understands and agrees that interruptions of web hosting services may occur due to events or circumstances that CLC does not and cannot control, including without limitation scheduled maintenance and repair by Vendor, or by strikes, riots, vandalism, fires, inclement weather, third-party provider outages, cable cuts, power crisis shortages, acts of terrorism, and or uncontrollable acts of God, or other causes beyond Vendor’s control, as defined by standard practices in the industry. Additionally, periodically Licensor will need to access the servers to make updates or changes. To the extent possible those updates and/or changes will be made between 2am and 4am or other times designed to minimize disruption of service. Licensee agrees that under no circumstances will CLC be held liable for any financial or other damages due to such interruptions. In no event shall CLC be liable to Licensee or any other person for any special, incidental, consequential or punitive damages of any kind, including, without limitation, refunds of fees, loss of profits, and loss of income or cost of replacement services. Such failure or delay shall not constitute a breach under this Agreement.
5. OPERATING ENVIRONMENTS AND CUSTOMER SERVICE. CLC licenses the Programs for use with (1) operating environments (web browsers, cloud services, servers, peripherals, database management systems and operating systems) supported by CLC, or (2) operating environments compatible with those supported by CLC. CLC makes NO representation as to what environments are or are not compatible with supported operating environments. CLC will use its best efforts to provide Licensee with uninterrupted access to the webpage(s) hosted for Licensee by Vendor by utilizing Vendor’s customer service and technical support resources to restore service in the event of interruption. Licensee acknowledges that CLC will provide reasonable customer service as to the Programs which it has developed which can be accessed by email at firstname.lastname@example.org .
6. LICENSE FEE AND TERM. Licensee shall pay a monthly license fee of (SEE PRICING PAGE AND YOUR VERSION NUMBER) for the users listed in Attachment A. Payments shall be made at the end of each month of service. The first payment shall be due 31 days after the beginning of the term and Licensee first activates. If licensee notifies licensor of their desire to terminate this agreement by sending an email to email@example.com prior to the thirty first day after the beginning of the term, no payment shall be due. Licensee shall pay for services by credit card. Licensee shall provide a credit card that is acceptable to the Licensor and maintain sufficient funds availability to pay the monthly fee. Licensee shall pay and be responsible to pay all associated sales and/or use or other taxes. If Licensee prefers, an annual license may be negotiated after Licensee has been on the service for 90 days. The license shall remain in effect until terminated by either of the parties.
7. TERMINATION. CLC may terminate this Agreement upon any failure by Licensee to cure a material breach of its obligations under this Agreement within thirty (30) days of having received written notice of such breach from CLC. Licensee may terminate this Agreement at any time and for any reason upon written notice of such termination to CLC. Upon termination of this Agreement, the license granted hereunder shall end immediately as of the date of such termination (“Termination Date”). In the event of termination by CLC, Licensee shall be entitled to a pro rata refund of the Total License Fee for the number of days remaining from the Termination Date to the end of the Term if they have prepaid. In the event of termination by Licensee, Licensee shall not be entitled to any refund of the Total License Fee.
8. DISCLAMER OF WARRANTIES. THE GOODS AND SERVICES ILS IS TO PROVIDE TO LICENSEE UNDER THIS LICENSE ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. CLC SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CLC BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF CLC HAS BEEN ADVISED BY LICENSEE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IF SERVICE TO LICENSEE IS DISRUPTED OR MALFUNCTIONS FOR ANY REASON, CLC SHALL NOT BE RESPONSIBLE FOR LOSSES OF INCOME DUE TO SUCH DISRUPTION OF SERVICE, BEYOND THE FEES LICENSEE PAID TO CLC, DURING THE DISRUPTION OR MALFUNCTION.
9. ENTIRE AGREEMENT. This Agreement collectively constitutes the entire agreement between CLC and Licensee with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. This Agreement may not be modified nor any provision hereof waived except by a written agreement signed by the party to be charged.