Terms of Service

Legal Files Software | Terms of Service

1. OVERVIEW.  These General Terms and Conditions for the End User License Agreement (“Agreement”) set forth the terms on which Licensor shall provide Customer with: (a) a subscription-based license to use the Licensor software applications, modules, and associated content (“Software”) identified in and licensed to Customer under a corresponding Order; and (b) maintenance and technical support, installation, training, data conversion, and other professional services  (“Services”) provided or made available by Licensor to Customer in connection therewith if applicable.
2. LICENSE.  Subject to the provisions of this Agreement and the corresponding Order, Licensor grants Customer a subscription-based, non-exclusive, non-transferable, non-sublicensable license to: (a) install a single production instance of the Software in accordance with the Documentation and in compliance with all applicable laws (unless additional production or non-production instances are expressly identified in and licensed under the Order) on Customer’s compatible computer systems located on Customer’s premises or at a third party hosting facility in accordance with the “Hosting” section below; (b) make the Software available for use by up to the number of named (i.e., non-concurrent) individual employees and contract staff of Customer and its wholly-owned subsidiaries for which Customer has paid the applicable license fees (“Users”); and (c) make a single copy of the Software solely for back-up purposes.  Customer’s license is strictly limited to installation and use of the Software for Customer’s internal business purposes, in accordance with Licensor’s then-current online help manual and end user documentation for the Software (“Documentation”), and subject to any additional requirements set forth in the Order.
3.   LICENSE RESTRICTIONS.  Customer shall not, nor shall Customer authorize or permit any other person or entity to: (a) use or make the Software available for use by non-Users, or in excess of the Users for which Customer has purchased licenses; (b) allow User credentials to be shared or used by more than one individual (except for Customer’s bona fide, non-temporary transfer of credentials from one individual to another in connection with a User’s re-assignment, departure, or similar event); (c) sublicense, lease, rent, loan, distribute, publicly display, publicly perform, transfer, or otherwise make the Software or Documentation available for use by third parties; (d) modify, adapt, alter, translate, or create derivative works of the Software or Documentation; (e) merge the Software with any other software; (f) use the Software in or as part of a service bureau, timesharing, or outsourcing capacity, including acting as an ASP, host or data processor for any third party; (g) reference, rely upon, study, or otherwise use the Software or Documentation to develop a similar, alternative, or competing product or service; (h) use or distribute the Software in violation of any import, export, re-export or other applicable laws or regulations; (i) attempt to deactivate, bypass, or otherwise circumvent the license keys or other security measures for the Software; (j) remove or obscure any copyright or other proprietary rights notices, trademarks, logos or trade designations for the Software or Documentation; or (k) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software.
4.   DELIVERY; UPDATES.  After receipt of the required up-front payment under the corresponding Order, Licensor shall make the Software available to Customer for remote download from Licensor’s customer portal or via other mutually acceptable means.  During the term of Customer’s maintenance and technical support subscription under the corresponding Order, Licensor shall make available to Customer bug fixes, service packs, updates, and upgrades for the Software that Licensor issues for general availability release (“Updates”) in the same manner.  Updates do not include separately licensed applications, modules, or content, or new versions incorporating platform upgrades or substantial additional functionality that Licensor makes generally available for an additional or separate license fee.  All Updates are licensed to Customer as part of the Software under and subject to the license and other provisions of this Agreement and the corresponding Order.
5.   SERVICES; SUPPORT.  During the term of Customer’s maintenance and technical support subscription under the corresponding Order, Licensor shall (a) provide maintenance and technical support for the Software as provided in the Order, (b) if purchased by Customer, provide managed services for Customer’s on premise or hosted installation of the Software, and (c) make available for purchase by Customer any additional installation, training, data conversion, and other Services that Licensor makes generally available to licensees of the Software.  All such Services are provided subject to and in accordance with this Agreement and and the attached Services Description.  Customer acknowledges that Licensor is responsible only for those Services documented and within scope of the Order.  Any additional or out-of-scope Services requested by Customer shall be subject to Licensor’s availability and Customer’s payment of the additional corresponding fees and charges.  Licensor reserves the right to suspend performance of Support and other Services if Customer is delinquent in payment or otherwise in material breach of its obligations hereunder.
6.   EXCLUSIONS.  The Software and Services warranties exclude, and Licensor assumes no obligations or liability under warranty, support, or otherwise for: (i) problems caused by misuse, neglect or abuse of the Software; (ii) modifications to the Software or to Customer’s database structure not made or approved by Licensor; (iii) failure to install and use the most current release of the Software or the immediately prior release, or to implement Updates, recommendations or solutions previously supplied or made available by Licensor; (iv) Customer’s network, firewall, systems, hardware, third party software, or data, including a decision to operate on a system incompatible with the then-current system requirements for the Software; (v) back-up, replication or recovery of files or data, including corruption or loss of data or Software due to Customer hardware failure or fault (although Licensor shall use reasonable efforts to assist if such problems arise); or (vi) Customer’s failure or delay to perform its responsibilities, acts or omissions of third parties, telecommunications failures, or force majeure or other events beyond Licensor’s reasonable control.  Licensor reserves the right to charge at its then-current rates for time spent responding to, investigating, or resolving out-of-scope warranty and support requests.
7.   CUSTOMER RESPONSIBLE FOR LEGAL SERVICES.  The Software is intended for use by legal professionals in connection with case management and related activities.  Licensor does not provide legal advice, and neither the Software nor the Services should be viewed or relied upon as a substitute for the counsel and independent judgment of an attorney or other legal professional.  Customer is solely responsible for its provision (or receipt) of legal services, and for its selection and use of the Software and Services in connection therewith. 
8.   DISCLAIMER.  EXCEPT FOR THE EXPRESS SOFTWARE AND SERVICES WARRANTIES SET FORTH ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.  WITHOUT LIMITING THE FOREGOING, LICENSOR HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR RESULTS.  LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR MEET CUSTOMER’S PARTICULAR BUSINESS, TECHNICAL OR OTHER REQUIREMENTS.  CUSTOMER IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF ITS NETWORK, SYSTEMS AND DATA. THE SOFTWARE AND SERVICES MAY BE SUBJECT TO TRANSMISSION ERRORS, DELIVERY FAILURES, DELAYS, AND OTHER LIMITATIONS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. 
9.   PROPRIETARY RIGHTS.  Notwithstanding any references to “purchase,” “sale” or similar terms in this Agreement or the Order, the Software is licensed, not sold.  Licensor and its suppliers retain exclusive right, title and interest in and to the Software (in both binary executable code and source code form) and Services, including the program architecture, design, coding methodology, Documentation, screen shots and “look and feel” therefor, all Updates and other enhancements, modifications and improvements thereto, all goodwill associated with the foregoing, and all present and future copyrights, trademarks, trade secrets, patent rights and other proprietary and intellectual property rights of any nature throughout the world embodied therein and appurtenant thereto.  All rights and licenses not expressly granted to Customer in this Agreement are reserved by Licensor and its suppliers.  From time to time, Customer may provide suggestions, comments, ideas, or other feedback regarding the products or services of Licensor.  Licensor shall be free to access, use, disclose, and otherwise commercialize and use such feedback, including for developing improvements to its products and services, free of any claims, payment obligations, or proprietary, confidentiality or other restrictions of any kind.
10.   IP INFRINGEMENT INDEMNITY.  Licensor shall defend at its own expense any claim brought against Customer by a third party in a court of competent jurisdiction alleging that the Software infringes such third party’s copyright, United States patent, or registered trademark or misappropriates such third party’s trade secrets, and shall indemnify and hold Customer harmless from and against those costs and damages awarded to such third party, or agreed to by Licensor in a monetary settlement, that are specifically attributable to such claim.  The foregoing obligations of Licensor are subject to Customer notifying Licensor promptly in writing of such claim, providing Licensor sole control over the defense and settlement thereof (provided, however, Customer may participate in the defense or settlement of such claim at its own expense with counsel of its choice), and providing all information and assistance reasonably requested by Licensor in connection therewith.  Notwithstanding the foregoing, Licensor shall have no obligation or liability for any claim to the extent arising out of or resulting in whole or in part from: (i) unauthorized use or misuse of the Software by Customer or its Users; (ii) modifications to the Software not made by Licensor; (iii) blueprints, designs or other materials supplied by Customer; (iv) combination of the Software with hardware, software or other items not supplied by Licensor; (v) use of the Software as part of a Customer or third party method or system; (vi) use of an unsupported version of the Software; (vii) the specific data or type(s) of data input, processed or stored by Customer using the Software; or (viii) any third party products and services bundled or integrated with the Software or otherwise made available by Licensor to Customer (it being understood such products and services are subject to the license and terms of the respective third party suppliers, and are warranted if at all only as expressly provided by such suppliers).  In the event Licensor has reason to believe that the Software is or may become subject to an infringement claim, in addition to Licensor’s indemnification obligation, Licensor shall have the right to modify the Software so that it becomes non-infringing, to secure the right for Customer to continue using the Software, or, if the foregoing options are not commercially practicable, as determined by Licensor in its reasonable discretion, to terminate this Agreement and/or the corresponding Order and accept return of the Software in exchange for a prorated refund of any prepayments made by Customer in respect of the remaining subscription period after the date of termination.
11.   LIMITATIONS ON LIABILITY.   IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE, THE SERVICES OR THIS AGREEMENT, INCLUDING LOSS OF BUSINESS, PROFITS, OR REVENUE, LOSS OR DESTRUCTION OF DATA, OR BUSINESS INTERRUPTION OR DOWNTIME, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THE SOFTWARE, THE SERVICES AND THIS AGREEMENT SHALL NOT, REGARDLESS OF THE NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO LICENSOR UNDER THE CORRESPONDING ORDER IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR ONE THOUSAND U.S. DOLLARS ($1,000), WHICHEVER IS GREATER.  THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE); PROVIDED, HOWEVER, SUCH LIMITATIONS SHALL NOT APPLY TO, OR LIMIT THE LIABILITY OF A PARTY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR IN THE CASE OF CUSTOMER, FULFILLMENT OR BREACH OF ITS OBLIGATIONS UNDER SECTION 3 (“LICENSE RESTRICTIONS”), SECTION 8 (“PRICING AND PAYMENT”), OR SECTION 13 (“CUSTOMER RESPONSIBLE FOR LEGAL SERVICES”).  THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THIS AGREEMENT, AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.
12. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation are licensed with RESTRICTED RIGHTS as “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation is licensed (if at all) to U.S. Government end users only as Commercial Items, and with only those rights as are granted to other licensees pursuant to this Agreement.

Legal Files Software | Services Description

This Exhibit describes the training, maintenance and support and other services made available by Licensor to eligible licensees of the Software, and details Licensor’s and Customer’s responsibilities in connection with any order for such services.

A.  Training

Licensor will provide any training ordered by Customer in accordance with Licensor’s standard training methods and using its standard training materials.  Training is provided onsite at Licensor’s then-current daily rate.  If outside training facilities and equipment are utilized, such outside costs are Customer’s responsibility.  Any onsite services scheduled and subsequently cancelled by Customer are subject to the following cancellation charges:

• 15 days or more notice of cancellation – no cancellation charge.
  • Less than 15 days notice of cancellation – 100% daily rate for scheduled days and personnel.

B.  Electronic Data Conversion

Licensor will provide data conversion services ordered by Customer at its then-current rates and in accordance with its standard electronic data conversion procedures.  Where the order specifies a number of hours for the data conversion, such number is an estimate only, and subject to adjustment based on format, quality and quantity of Customer data, timeliness of Customer cooperation and other factors outside of Licensor’s reasonable control. The general progression and allocation of responsibility for data conversion services is as follows:

• Data conversion programs will be created at Licensor’s facilities.  In order to prepare the conversion program, all source data must be provided by Customer to Licensor in an acceptable, machine-readable format and must be corruption free.
• If necessary, including where in-house expertise or local consultants are not available, Licensor will visit Customer’s site to obtain the source data and documentation required to create the conversion program.  Such onsite services will be charged at Licensor’s daily consulting rate plus reimbursement of travel and expenses.
• Data scrubbing is the process of fixing or eliminating individual pieces of data that are incorrect, incomplete or duplicated in the source database when the data is passed to the target database. Unless specifically noted in the order, Licensor’s conversion estimate does not include data scrubbing.  If desired or required, such services will be made available at an additional charge.
• Licensor will create a data mapping document that defines where the source data will reside in the target Software database. Once complete, the data mapping document must be approved by Customer via email or other writing before the conversion program can be created. 
• Licensor will perform a test data conversion to provide Customer with the ability to review the source data as it was mapped and will appear in the Software application. The test data conversion must be approved by Customer via email or other writing before the final data conversion can be performed.
• If changes to the data mapping document or test data conversion are requested by Customer after they have been approved, Licensor reserves the right to charge an additional fee for time worked, and to delay any previously estimated completion dates. 

C.  Maintenance and Support

• During the initial Support term and each renewal of Support, Licensor will provide Support to Customer in its use and operation of the Software comprised of the following:
   
• (a) General.  Customer may contact Licensor with questions and troubleshooting related to use and operation of the Software, as well as for remote diagnosis and priority resolution of material bugs, errors or other malfunctions encountered using the Software.  A bug, error or malfunction is deemed “material” if it represents a nonconformity of the Software with Licensor’s then-current published specifications and materially interferes with or degrades usability of the Software. 
   
• (b) Contacting Technical Support.  Support queries may be submitted by email at Support@LegalFiles.com or by phone at (217) 726-6400 during Licensor’s normal business hours: Monday through Friday from 8:00 a.m. to 5:00 p.m. U.S. Central Time (excluding holidays).  Customer must appoint one primary contact person and one alternate contact person who have been trained and are competent in use and operation of the Software to place technical support queries.
   
• (c) Classification of Issues.  When contacting Licensor for Support, Customer should assign an initial severity based on the severity level classifications listed below, and should provide a detailed description of the issue or support request.  The initial assignment of severity may be raised or lowered by Licensor, in its reasonable discretion, based on the information provided by Customer and/or subsequent diagnosis or remediation efforts, including the availability of a work-around.
   

• (d) Initial Response; Status Updates.  Licensor will use commercially reasonable efforts to provide an initial response and ongoing status updates for support requests within the target timeframes listed below.  All timeframes are during Licensor’s normal business hours only, and are further subject to Customer providing all information and assistance reasonably requested in connection therewith.  Licensor will escalate support requests through its technical support channels as necessary to address covered support issues.
   

(e)  On-Site Visits.  If in the reasonable judgment of the parties, an onsite visit to Customer’s facility is necessary to resolve a critical problem, Licensor will make an onsite visit.  If the critical problem was not caused by a defect in the current or immediately preceding release of the Software or is otherwise outside of warranty and Support coverage, Customer will reimburse Licensor for the onsite visit at Licensor’s then-current daily consulting rate.

• D.  Customer Responsibilities

In connection with Support and all other Services provided by Licensor, Customer is responsible for: (i) assigning qualified personnel to coordinate with Licensor regarding Services; (ii) selecting and maintaining all third party hardware, software, peripherals and connectivity necessary to meet the system requirements for the Software; (iii) creating a restore point for its systems and backing up and verifying all data; and (iv) adopting reasonable measures to ensure the safety, security, accuracy and integrity of Customer’s facilities, systems and network.  Licensor will have no responsibility or liability arising out of or resulting in whole or in part from Customer’s failure or delay to perform any such responsibilities, or for acts or omissions of third parties, Internet or telecommunications failures, or force majeure or other events beyond Licensor’s reasonable control.