IMPORTANT – READ THIS CAREFULLY BEFORE USING OR ACCESSING THESE PROPRIETARY LEGALRM SERVICES OR LEGALRM SOFTWARE.
BY AGREEING TO AN ORDER FORM (DEFINED BELOW), CLICKING “I AGREE”, PAYING FOR THE LEGALRM SERVICES PURSUANT TO AN ORDER FORM, OR BY OTHERWISE ACCESSING OR USING THE LEGALRM SERVICES OR LEGALRM SOFTWARE, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.
This Software-as-a-Service Agreement, along with each Order Form (defined below) and any other documents incorporated by reference (collectively, “Agreement”) create an agreement between LegalRM Inc., a Delaware corporation, with offices at 116 Eagle Canyon Circle, Lyons, CO 80540 (“LegalRM”) and the business entity or person identified on the Order Form for whom you (“You”) are acting (“Customer”). This Agreement governs Customer’s license to and use of the LegalRM Services and LegalRM Software (each defined below). You are entering into this Agreement for Customer’s license of the LegalRM Services and LegalRM Software in accordance with this Agreement. You represent and warrant that You are entering into this Agreement on behalf of Customer and that You have the authority to bind Customer to this Agreement. This Agreement will become effective on the earlier of the date Customer (or You, on Customer’s behalf) accepts this Agreement or first uses or accesses the LegalRM Services or LegalRM Software (the “Effective Date”).
Each Order From is considered an offer and LegalRM is willing to provide the LegalRM Services and LegalRM Software to Customer only on condition that You accept all the terms in this Agreement on behalf of Customer. Any different or additional terms and conditions set forth in any purchase order, confirmation, statement of work, order form, or similar ordering document are rejected and shall have no force or effect on this Agreement unless it is an amendment or addendum to this Agreement signed by authorized representatives of both parties.
This Agreement shall be the entire agreement between the parties regarding the LegalRM Services and LegalRM Software and any earlier agreement for such LegalRM Services and LegalRM Software is hereby terminated.
Capitalized terms used in the Agreement but not defined in Section 1 have the meaning given elsewhere in the Agreement.
- “Access Right” means the right to use the LegalRM Services, LegalRM Software, and Documentation in accordance with this Agreement and granted by LegalRM to Customer hereunder as described in Section 2.
- “Affiliate” means, with respect to a party, any entity which directly or indirectly controls, is controlled by or is under common control with such party, where “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the voting interests of such party (but only for as long as such entity meets these requirements).
- “Customer Data” means any data, content, works, and information provided or delivered by or on behalf of Customer or any User, to LegalRM or otherwise provided through the LegalRM Services.
- “Deliverables” has the meaning given in Exhibit A.
- “Documentation” means the user manuals, user instructions, and technical literature generally available or otherwise provided or made available to Customer by LegalRM for the LegalRM Services.
- “Hosting Platform” means the computer, operating system software, storage, networking connectivity, and similar infrastructure needed to operate the LegalRM Software in the form of software-as-a-service up to the point at which the LegalRM Software connects to the Internet. For clarity, the Internet, and Customer’s facilities for accessing the LegalRM Services and Documentation via the Internet do not form part of the Hosting Platform.
- “Intellectual Property Rights” means all known or hereafter existing worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, know-how, moral rights, contract rights, and other proprietary rights.
- “Lawyer” means each person who is employed by Customer (or an Affiliate) as a practicing attorney and who performs work for Customer’s (or such Affiliate’s) clients as a chargeable resource.
- “LegalRM Services” means the online service(s) identified in an Order Form.
- “LegalRM Software” means LegalRM’s proprietary software and APIs used by LegalRM to provide the LegalRM Services.
- “Order Form” means a LegalRM order form or similarly titled document that references this Agreement, is executed by both parties, and that identifies LegalRM Services and Services purchased by Customer, fees to be paid by Customer, and other terms and conditions.
- “Services” has the meaning given in Exhibit B.
- “SOW” has the meaning given in Exhibit B
- “Usage Data” means any content, data, or information that is collected or produced by the LegalRM Services in connection with the use of the LegalRM Services that does not identify Customer or its Users, and may include usage patterns, traffic logs, and user conduct associated with the LegalRM Services.
- “Users” means Lawyers and Customer’s and Affiliates’ employees, contractors, and other individuals who are authorized by Customer to use the LegalRM Services on behalf of Customer and who have been supplied user identifications and passwords by LegalRM for this purpose.
Additional definitions are found in Exhibit A.
- Access Grant and Other Rights.
- Access. Subject to the terms and conditions of this Agreement, LegalRM grants to Customer during the Term (as defined below) a non-exclusive, non-transferable, and non-sublicensable right to: (a) download and install the LegalRM Software solely for use to access and use the LegalRM Services, and (b) allow only the Users to access and use the LegalRM Services and Documentation for which Customer has paid the applicable Fees (defined below), solely for Customer’s internal business purposes, and only in accordance with the Documentation, user quotas, and other limitations set forth in an associated Order Form. While the LegalRM Services are licensed to Lawyers and other Users, the Fees for the LegalRM Services are based on the number of Lawyers. If Customer wants to use the LegalRM Services with more Lawyers than permitted by the applicable Order Form and this Section, then:
- Customer shall notify LegalRM within thirty (30) days if by reason of a single event (e.g., an acquisition), Customer increases the number of Lawyers by more than ten percent (10%). Customer shall: (i) purchase additional Access Rights for the additional number of Lawyers in excess of the permitted number of Lawyers under the applicable Order Form (i.e., if an Order Form permits a maximum of 50 Lawyers and an acquisition results in an aggregate of 125 Lawyers, Customer shall purchase additional Access Rights for each of the 75 additional Lawyers); or (ii) certify that the LegalRM Services will not be used or accessed by Users for processing any data associated with any of such additional Lawyers. For any additional Access Rights required pursuant to this Section 2.1, the Fees will be adjusted pro rata for the remainder of the applicable Initial Term or Renewal Term, effective immediately upon purchase of such additional Access Rights.
- Annually, prior to each anniversary of the Effective Date, Customer shall upon LegalRM’s request certify the number of Attorneys then prevailing. If the number of Attorneys exceeds the number then covered by Access Rights, Customer shall purchase additional Access Rights for the upcoming Renewal Term for the additional number of Lawyers in excess of the permitted number of Lawyers under the applicable Order Form.
- If additional Fees are payable, such Fees will be at the rate specified in the applicable Order Form but subject to any increases in accordance with Section 5.1.
- Subject to compliance with Sections 2.1(a) and 2.1(b), the Access Rights granted by this Agreement will temporarily include additional Users until the next Renewal Term.
- Restrictions on Use. Customer will not, and will not permit Users or Customer’s or its Affiliates other employees or third-party contractors to (a) reproduce, modify, adapt, alter, translate, or create derivative works from the LegalRM Software, LegalRM Services, or Documentation (or any component of any of the foregoing); (b) sublicense, lease, rent, loan, sell, resell, distribute, assign, convey, make available, or otherwise transfer the LegalRM Software, LegalRM Services, or Documentation (or any component of any of the foregoing) to any third party, (c) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code for the LegalRM Software or LegalRM Services (or any component of either of the foregoing); (d) translate the LegalRM Software, LegalRM Services, or Documentation (or any component of any of the foregoing) into another language or write or derive any program therefrom; (e) use the LegalRM Software or LegalRM Services to run any bureau service, time sharing, or rental, whether paid or unpaid; or (f) otherwise use or copy the LegalRM Software, LegalRM Services, or Documentation except as expressly allowed under Section 2.1.
- Delivery and Hosting Platform. As specified in an Order Form, LegalRM shall either (a) operate the LegalRM Software using a Hosting Platform provided by or on behalf of LegalRM, or (b) provide a secure download link to Customer for delivery of the LegalRM Software, which Customer shall download and install in accordance with the Documentation and any other instructions provided by LegalRM; in either case so as to make the LegalRM Services available to Users in the form of software-as-a-service through the medium of a web browser. LegalRM outsources to a third party the provision of the Hosting Platform used to deliver the LegalRM Software and to provide the LegalRM Services (and to store and process Customer Data). LegalRM may make changes to the Hosting Platform in order to: (i) maintain or enhance the quality or delivery of the LegalRM Services or LegalRM Software; (ii) improve the Hosting Platform’s cost efficiency or performance; or (iii) comply with applicable laws, rules, or regulations.
- Documentation Translation. Notwithstanding Sections 2.2(a) or 2.2(d), Customer may translate the Documentation into one or more alternative languages (each a “Translation”); provided that, in each case: (a) Customer hereby assigns to LegalRM all Intellectual Property Rights in and to each Translation; (b) Customer’s use of and access to any Translation is subject to and limited by the terms and conditions of this Agreement; and (c) LegalRM shall own and retain all Intellectual Property Rights in and to the corresponding Documentation.
- Customer Data. Customer hereby grants to LegalRM a non-exclusive right and license to use the Customer Data for the purposes of providing the LegalRM Services to Customer, exercising LegalRM’s rights hereunder, and performing LegalRM’s obligations hereunder. Subject to the rights granted in this Agreement, Customer retains all right, title, and interest in and to the Customer Data, and LegalRM acknowledges that it neither owns nor acquires any additional rights in or to the Customer Data not expressly granted by this Agreement. Customer represents and warrants that it has the right to use the Customer Data and provide the Customer Data to LegalRM and its applicable contractors (including Subcontractors).
- Aggregated Data. Notwithstanding anything in this Agreement to the contrary, LegalRM may analyze Customer Data to create a de-identified and aggregated data set that does not individually identify Customer or its Users (collectively, “Aggregated Data”). LegalRM retains ownership of all right, title, and interest in and to Aggregated Data. LegalRM may use Aggregated Data for any lawful purpose, including to improve, market, and provide the LegalRM Services or LegalRM Software.
- Usage Data. LegalRM retains ownership of all right, title, and interest in and to Usage Data. LegalRM may use Usage Data in connection with LegalRM’s rights and obligations under this Agreement and to operate, improve, analyze, and support the LegalRM Services or LegalRM Software, for benchmarking and reporting, and for any other lawful business purposes.
- Access Credentials. Each User will be assigned a unique user identification name and password for access to and use of the LegalRM Services. Customer shall be responsible for ensuring the security and confidentiality of its login credentials. Customer’s access to and use of the LegalRM Services will be limited to the number of Users and types of transactions for which Customer has paid the applicable Fees. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the LegalRM Services, and will notify LegalRM promptly of any such unauthorized access or use of which Customer becomes aware. Customer will be liable for the acts and omissions of all Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement. Customer shall use, and shall ensure that all Users use, the LegalRM Services in compliance with this Agreement and in accordance with LegalRM’s then-current Acceptable Use Policy (currently available at: https://legalrm.sharepoint.com/:b:/s/LegalRMExternalDocumentSharing/EVm9-g6Im9lHlxyLmebGHUMB9JP3XMQQ0YtEBkRlv2vRWw?e=PKrDpF) (“Acceptable Use Policy”). For purposes of this Agreement, any references in the Acceptable Use Policy to: (a) “LegalRM Ltd” shall be interpreted as “LegalRM Inc.”; and (b) “UK or International law” shall be deemed to include the laws of the United States. Customer shall be responsible for obtaining and maintaining the functionality and security of any equipment and ancillary services needed to use the LegalRM Services through the Internet.
- Customer Affiliates. Customer may grant its Affiliates access to and use of the LegalRM Services solely so that the Affiliates may use LegalRM Services for the benefit of Customer and not for the Affiliate’s own benefit, in all cases, subject to the terms and conditions of this Agreement. Customer will remain fully responsible and liable for all acts and omissions of such Affiliates arising from or related to this Agreement, including the Affiliates’ access to and use of the LegalRM Services, as if performed by Customer itself. Customer shall notify each Affiliate of the terms and conditions of this Agreement and Customer shall procure that any claim against LegalRM for loss or damage arising out of this Agreement must be actioned only by Customer, provided that Customer will be entitled to pursue such claim as if loss or damage incurred by the Affiliate is loss or damage of Customer.
- Support Services. Subject to the terms and conditions of this Agreement, LegalRM will provide Customer with those support and maintenance services for the LegalRM Services as described in Exhibit A (“Support Services”). Any additional support, maintenance, consultancy, or training services must be specified in an Order Form and are subject to additional Fees.
- LegalRM will provide Services in accordance with the terms of Exhibit B.
- Proprietary Rights. The LegalRM Services, Usage Data, Aggregated Data, LegalRM Software, Documentation, and Translations and all worldwide Intellectual Property Rights therein and thereto, are the exclusive property of LegalRM and its third-party licensors and suppliers. All rights in and to the LegalRM Services, LegalRM Software, Documentation, and Translations not expressly granted to Customer in this Agreement are reserved by LegalRM and its licensors and suppliers. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of LegalRM or its licensors or suppliers on the LegalRM Software, LegalRM Services, Documentation, or Translations. As between the parties, Customer Data is and will remain the exclusive property of Customer.
- Fees and Payment.
- Customer will pay LegalRM the fees set forth in each associated Order Form (collectively, “Fees”). Except as otherwise set out in this Agreement, all Fees are non-refundable, regardless of any subsequent reduction in the number of Lawyers; however, prior to any Renewal Term, Customer may request in writing an adjustment of the LegalRM Services Fees (which encompass the Support Services included therein) to reflect a reduction in the number of Lawyers, provided that such Fees will remain subject to any minimum sum stated in the applicable Order Form. The annual Fees for the use of and access to the LegalRM Services (which Fees include the Access Rights and Support Services) are based on the maximum number of Lawyers permitted under each applicable Order Form, and are payable annually by Customer in advance. The cloud setup and integration Fees are a one-time fee that will be billed on the initial invoice. The Fees are subject to revision by LegalRM on an annual basis based on market conditions and functional changes in the LegalRM Software and LegalRM Services that may occur.
- Unless otherwise specifically stated in an applicable Order Form, LegalRM shall invoice Customer in advance, provided that LegalRM will invoice Fees for Services in accordance with the applicable SOW, but if the SOW does not indicate when LegalRM will invoice, LegalRM may invoice monthly in arrears. Unless otherwise expressly provided in this Agreement, Customer will pay all Fees no later than thirty (30) days after Customer’s receipt of the applicable invoice. If Customer disputes all or part of an invoice, Customer shall notify LegalRM of such dispute before the applicable due date for payment, and Customer shall pay all undisputed amounts by such due date. The parties shall resolve any such dispute using the dispute resolution procedure in Section 11.1. Fees exclude all applicable sales, use, value added, and other taxes (excluding any taxes arising from LegalRM’s income or any employment taxes) (“Taxes”). LegalRM will invoice for, collect, and remit applicable Taxes only if and to the extent required by applicable law. Customer shall make all payments in U.S. dollars.
- Warranties; Disclaimers.
- LegalRM Warranty. LegalRM warrants that it will perform the Support Services and Services in a professional and competent manner in accordance with industry standards. As Customer’s sole and exclusive remedy and LegalRM’s sole obligation and liability for a breach of the warranty above, and only if Customer notifies LegalRM of a breach of the warranty, specifying the breach in reasonable detail, within thirty (30) days after LegalRM performs the non-conforming Support Services or Services as the case may be, then LegalRM will, at its own option and expense re-perform the non-conforming Support Services or Services, as the case may be, which gave rise to the breach.
- EXCEPT AS EXPRESSLY PROVIDED IN THE PREAMBLE AND IN SECTIONS 2.5, 6.1, OR 6.2, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES ARISING FROM THE AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. LEGALRM DOES NOT WARRANT THAT CUSTOMER’S USE OF THE LEGALRM SOFTWARE OR LEGALRM SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS.
- LegalRM. LegalRM will defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the LegalRM Software or LegalRM Services infringe any Intellectual Property Rights of such third party (each, a “Customer Claim”), and LegalRM shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying LegalRM in writing of any such Customer Claim; (b) giving LegalRM sole control of the defense thereof and any related settlement negotiations; (c) cooperating and, at LegalRM’s request and expense, assisting in such defense; and (d) not making any admission as to liability or compromise or agreeing to any settlement of any Customer Claim without the prior written consent of LegalRM. In the event that the use of the LegalRM Software or LegalRM Services is enjoined, LegalRM shall, at its option and at its own expense either (a) procure for Customer the right to continue using the LegalRM Software or LegalRM Services, as applicable, (b) replace the LegalRM Software or LegalRM Services with a non-infringing but functionally equivalent product, (c) modify the LegalRM Software or LegalRM Services so it becomes non-infringing, or (d) terminate this Agreement and refund the amounts Customer paid for the LegalRM Services that relate to the period during which Customer was not able to use the LegalRM Services. Notwithstanding the foregoing, LegalRM will have no obligation under this Section 1 with respect to any infringement claim based upon: (1) any use of the LegalRM Software or LegalRM Services not in accordance with this Agreement; (2) any use of the LegalRM Software or LegalRM Services in combination with products, equipment, software, or data that LegalRM did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software, or data; or (3) any modification of the LegalRM Software or LegalRM Services by any person other than LegalRM or its authorized agents or contractors. This Section 7.1 states LegalRM’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.
- Customer. Customer shall defend, any claim, suit, or action against LegalRM brought by a third party to the extent that such claim, suit, or action is based upon Customer’s or LegalRM’s use of any Customer Data in accordance with this Agreement (“LegalRM Claim”) and Customer shall indemnify and hold LegalRM harmless, from and against Losses that are specifically attributable to such LegalRM Claim or those costs and damages agreed to in a settlement of such LegalRM Claim. The foregoing obligations are conditioned on LegalRM: (a) promptly notifying Customer in writing of any such LegalRM Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; (c) cooperating and, at Customer’s request and expense, assisting in such defense; and (d) not making any admission as to liability or compromise or agreeing to any settlement of any LegalRM Claim without the prior written consent of Customer. Notwithstanding the foregoing, Customer will have no obligation under this Section 2 or otherwise with respect to any LegalRM Claim to the extent based upon LegalRM’s use of the Customer Data in violation of this Agreement.
- Limitation of Liability. In no event will EITHER PARTY be liable for any consequential, indirect, EXEmplary, special, or incidental damages, OR FOR any lost data, lost profits, OR costs of procurement of substitute goods or services, arising from or relating to this Agreement, however caused and under any theory of liability (including negligence), even if SUCH PARTY has been advised of the possibility of such damages. EACH PARTY’s total cumulative liability to the other party in connection with this Agreement, whether in contract, tort, or otherwise, will not exceed the total amount OF FEES PAID OR OWED BY Customer TO LegalRM UNDER THIS AGREEMENT DURING THE twelve (12) month period immmediately preceding the event first giving rise to such liability. notwithstanding the foregoing, the limitation of liabilities set forth in this section8 do not apply to a party’s breach of its obligations under Section 7 (Indemnity) OR SECTION 9 (CONFIDENTIALITY), to liability arising from customer’s breach of section 2.1 (ACCESS) or SECTION 2 (RESTRICTIONS ON USE).
- Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, customer, planning, and other confidential or proprietary information (“Confidential Information”). Any information that the Receiving Party knew or reasonably should have known, under the circumstances, was considered confidential or proprietary by or to the Disclosing Party will be considered Confidential Information of the Disclosing Party. The Documentation, Translations, LegalRM Services, and LegalRM Software, including any routines, subroutines, directories, tools, programs, or any other technology included therein, shall be considered LegalRM’s Confidential Information. Customer’s Confidential Information includes the Customer Data.
- Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than to perform obligations or exercise rights under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees, agents, contractors, or Subcontractors (defined below) of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, and disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
- Exceptions. The Receiving Party’s obligations under Section 9.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or to obtain a protective order.
- Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control, including all copies thereof, promptly upon the termination or expiration of this Agreement or upon the earlier written request of the Disclosing Party; provided that the Receiving Party may keep one copy for its legal and archival purposes. Notwithstanding anything to the contrary, with respect to any such permitted retention, the Receiving Party’s confidentiality obligations under this Section 9 will survive for so long as any such Confidential Information of the Disclosing Party remains in the Receiving Party’s possession.
- Term and Termination; Suspension.
- Term. Unless otherwise provided in an Order Form, the term of this Agreement will begin on the Effective Date and will continue until the Term in all Order Forms has expired or has otherwise been terminated in accordance with the terms of this Agreement. If no Term has been identified in an associated Order Form, then the term of such Order Form will begin on the Order Form Effective Date and will continue for a period of three (3) years (the “Initial Term”), after which such Order Form shall automatically continue to renew for successive one-year periods (each, a “Renewal Term”) unless either party provides written notice to the other party of its intent not to renew such Order Form not less than ninety (90) days prior to the end of the then-current Renewal Term. The Initial Term and Renewal Term are collectively referred to as the “Term”. Notwithstanding the foregoing, this Agreement may be sooner terminated as set forth herein. Order Forms will terminate upon termination of this Agreement unless otherwise mutually agreed upon in writing by the parties.
- Termination. Either party may terminate this Agreement upon written notice to the other party if (a) the other party breaches any material provision of this Agreement, provided, that, where curable, the breaching party does not cure such breach within thirty (30) days after receiving notice thereof; or (b) the other party is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (other than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
- Effects of Termination. Upon termination or expiration of this Agreement, any amounts owed to LegalRM under this Agreement before such termination or expiration will be immediately due and payable, all Access Rights to the LegalRM Software, LegalRM Services, and Documentation (including any Translations thereof) granted in this Agreement will immediately cease to exist, LegalRM may cease all Services, and Customer must promptly discontinue all use of the LegalRM Software, LegalRM Services, Documentation, and any Translations. Sections 1, 2.5, 4, 7, 8, 9, 3, and 11, together with any accrued payment obligations, will survive expiration or termination of this Agreement for any reason. Upon Customer’s written request following any such expiration or termination, LegalRM will transfer to Customer the Customer Data in such form and format as may be reasonably determined by LegalRM. After three (3) months from any such expiration or termination, and subject to LegalRM having complied with any request to transfer Customer Data, and except as may be required by law, LegalRM shall delete or otherwise render unrecoverable all of the Customer Data that remains in any facilities used to host the LegalRM Software or LegalRM Services (excluding in all cases any Usage Data or Aggregated Data). At the written request of Customer, LegalRM will provide Customer with a certificate of destruction promptly following the destruction of any Customer Data. If LegalRM is required for any reason to continue to store Customer Data more than three (3) months after expiration or termination of this Agreement, LegalRM will be entitled to invoice Customer for continued storage and safe custody of the Customer Data at a rate equal to thirty five percent (35%) of the LegalRM Services Fees applicable immediately prior to such expiration or termination.
- LegalRM may suspend Customer’s account and access to the LegalRM Services at any time and without notice if LegalRM, acting reasonably, believes that (i) Customer is in breach of this Agreement, and (ii) the risk to LegalRM or LegalRM’s other customers caused by such continuing breach justifies such suspension.
- Dispute Resolution. If a dispute arises out of or in connection with this Agreement the parties will attempt to resolve the dispute by escalating it to their respective executive officers; failing which, the parties will attempt to settle it by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures. Nothing in this Section 11.1 will restrict either party’s freedom to commence legal proceedings to preserve any legal right or remedy or to protect any Intellectual Property Rights whether by way of injunctive relief or otherwise.
- Compliance with Laws. Each party shall comply with all applicable laws and regulations concerning the provision and use (as applicable) of the LegalRM Software or LegalRM Services.
- LegalRM will be responsible for establishing and maintaining an information security program that is reasonably designed to protect: (a) the security and confidentiality of Customer Data; (b) against any reasonably anticipated threats or hazards to the security or integrity of Customer Data; and (c) against unauthorized access to or use of Customer Data.
- Assignment. Neither party may assign or transfer, by operation of law or otherwise, any of its rights or delegate any of its obligations under this Agreement to any third party without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed; except that each party may assign this Agreement, without consent, to an Affiliate or any successor to all or substantially all of such party’s business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void.
- Force Majeure. Except for Customer’s payment obligations under this Agreement, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder for any cause which is beyond the reasonable control of such party.
- Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth in the initial Order Form, and will be effective upon receipt or when delivery is refused. Either party may change its address by giving notice of the new address to the other party.
- Governing Law and Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, without reference to its choice of laws rules. The parties expressly exclude the application of the United Nations Convention on the International Sale of Goods. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to the exclusive jurisdiction of the state and federal courts in Denver, Colorado.
- LegalRM may utilize subcontractors and subprocessors (“Subcontractors”) in the performance of its obligations, provided that LegalRM shall remain liable and responsible for the Subcontractors’ acts and omissions to the extent any of such acts or omissions, if performed by LegalRM, would constitute a breach of, or otherwise give rise to liability to LegalRM under, this Agreement when they are performing for or on behalf of LegalRM.
- Remedies. Except as provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the LegalRM Software and LegalRM Services contain valuable trade secrets and proprietary information of LegalRM or its licensors, that any actual or threatened breach of Section 2 (Access Grant and Other Rights) or Section 9 (Confidentiality) may constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, and that LegalRM is entitled to seek injunctive relief (and all other appropriate relief from a court of competent jurisdiction) in the event of any such actual or threatened breach. If any legal action is brought by either party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
- Waivers; Severability. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
- Entire Agreement. This Agreement (including each Order Form and any other documents incorporated by reference) constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. In interpreting and construing this Agreement, “including”, “include”, “includes”, and variations thereof will be construed as if followed by the phrase “without limitation”.
- Capitalized terms used but not defined in the Agreement shall have the meanings set forth in this Section 1 of this Exhibit A:
- “Error” shall mean a reproducible defect in the LegalRM Services when operated in accordance with the Documentation, which causes the LegalRM Services not to operate substantially in accordance with the Documentation.
- “Resolution” shall mean a modification or workaround to the LegalRM Services and/or Documentation and/or other information provided by LegalRM to Customer intended to resolve an Error.
- “Standard Business Day” means 8:00 a.m. to 8:00 p.m. (Eastern Time), Monday through Friday (excluding regular U.S holidays and LegalRM holidays).
- “Standard Support Hour” shall mean an hour during a Standard Business Day.
- Support Services Provided.
- Telephone Support. LegalRM will provide telephone support during the Standard Support Hours. Telephone support will include the following:
- Clarification of functions and features of the LegalRM Services;
- Clarification of the Documentation;
- Guidance in operation of the LegalRM Services;
- Assistance in identifying and verifying the causes of suspected Errors in the LegalRM Services; and
- Advice on bypassing identified Errors in the LegalRM Services, if reasonably possible.
- Resolution of Errors. For all inquiries received by LegalRM during its Standard Support Hours, LegalRM will provide an initial response according to the service level criteria in Table 1
- Travel and Other Expenses. Support Services provided hereunder shall be provided at LegalRM’s principal place of business. Should Customer request that LegalRM send personnel to any Customer facility to resolve any Error in the LegalRM Services, Customer shall pay LegalRM’s reasonable, pre-approved travel, meals, and lodging expenses. Under such circumstances, Customer shall also pay actual costs for supplies and other expenses reasonably incurred by LegalRM and necessary for the Support Services, which are not of the sort normally provided or covered by LegalRM, provided that Customer has approved in advance the purchase of such supplies and other expenses.
- LegalRM will provide the Support Services only for the LegalRM Services. LegalRM shall have no responsibility under this Agreement to fix any Errors to the extent arising solely out of or solely related to the following causes: (i) any Error caused by Customer or its Users, (ii) any Error or unavailability of the LegalRM Services caused by use of the LegalRM Services in any manner or in any environment inconsistent with its intended purpose (e.g., incorrect or unauthorized use of the LegalRM Services or operator error where these are defined as use or operation not in accordance with the Documentation), (iii) any of Customer’s hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the LegalRM Services, (iv) any equipment or software or other material utilized in connection with the LegalRM Services used by Customer contrary to manufacturer’s instructions, (v) use of the LegalRM Services in any combination other than those specified in the Documentation, unless such is done with LegalRM’s prior written consent, and (vi) any version of the LegalRM Services other than the current update or the immediately prior update (collectively, “Exceptions”). Any corrections performed by LegalRM for such Errors shall be made, in LegalRM’s reasonable discretion, at LegalRM’s then-current time and material rates.
- LegalRM shall apply all updates and upgrades to the LegalRM Services that may be provided by LegalRM to its other customers. Customer acknowledges and agrees that LegalRM may make changes to the LegalRM Services and LegalRM Software (including changes to improve the LegalRM Services and LegalRM Software).
- Excluded Maintenance. Notwithstanding any provision of the Agreement or this Exhibit A to the contrary, LegalRM will be under no obligation to provide maintenance Support Services in respect of the Exceptions. LegalRM shall upon written request by Customer, and payment of applicable Fees in an amount determined in the reasonable discretion of LegalRM, provide additional support and maintenance notwithstanding that the fault results from any of the Exceptions. Any time spent by LegalRM investigating such Exceptions will be chargeable at LegalRM’s then current rates, with such rates being confirmed by Customer prior to any chargeable services being commenced. LegalRM shall invoice such charges on a monthly basis. LegalRM shall not be obliged to make modifications or provide support in relation to Customer’s computer hardware, operating system software, or third-party application software or any data feeds or external data.
- Availability. LegalRM may need, from time-to-time, to perform certain maintenance activities on the Hosting Platform that could involve disruption to the delivery of the LegalRM Services. While LegalRM seeks to minimize such disruption, it reserves the right to conduct maintenance activities during Standard Business Days. Excluding complete or partial unavailability related to these maintenance activities conducted during Standard Business Days, the average monthly LegalRM Services availability will be guaranteed to be equal to or greater than 99% measured on a rolling twelve (12) month basis. If such average monthly uptime of 99% is not met, Customer will, upon written request to LegalRM (which request must be received by LegalRM within thirty (30) days after the first date that the monthly uptime was not met), receive a performance credit on the following billing period’s invoice in an amount equal to five percent (5%) of the monthly Fees attributable to the LegalRM Services for the month at issue. The LegalRM Services are considered available if it is possible to log on and use substantially all of its functionality. The foregoing performance credit is Customer’s sole and exclusive remedy and LegalRM sole liability for LegalRM’s failure to meet the requirements of this Section 2.7 of this Exhibit A.
- Customer Responsibilities.
Except for training services provided by LegalRM to Customer pursuant to an agreed training engagement, Customer is responsible for ensuring that all appropriate personnel are knowledgeable in the operation and use of the LegalRM Services (pursuant to the Documentation) and associated equipment. In addition, Customer shall report actual or suspected issues in the LegalRM Services to LegalRM via telephone or email, and Customer shall include all of the following information when reporting any such issues:
- LegalRM Services involved;
- Steps leading to the issue/suspected Error;
- Whether the issue is duplicable or random;
- Impact of the issue on Customer’s systems; and
- Any other useful information pertaining to the issue.
Table 1 – Severity Levels Table
LegalRM will assign a severity level to each service request upon receipt of an Error from Customer pursuant to the descriptions set forth in Table 1 below. In some cases, it may be appropriate to upgrade or downgrade the severity level from its initial assignment. For example, if a work-around is identified and implemented for a ‘Critical’ level problem, the severity level will be downgraded to a ‘Medium’ level. An incident number will be assigned to each service request upon receipt. This incident number will be reported to Customer and used as a means to track support status.
||Response and Resolution
||LegalRM Services are inoperative or unusable. Critical or material impact on normal business operations.
||LegalRM will use commercially reasonable efforts to contact Customer within 2 Standard Support Hours of the problem report. LegalRM will use commercially-reasonable efforts to sustain Resolution activities as long as necessary during the Standard Business Day. Resolution will restore the LegalRM Services to adequate operation as quickly as possible.
||LegalRM Services are partially inoperative and there are no work-arounds available. Less critical but severely restrictive impact on normal business operations.
||LegalRM will use commercially reasonable efforts to contact Customer within 6 Standard Support Hours of the problem report. LegalRM will use commercially-reasonable efforts to resolve the issue. Resolution will restore the LegalRM Services or incorrect function to adequate operation within a reasonable timeframe.
||LegalRM Services are usable with limited functions. Work-around exists to prevent impact on business operations.
||LegalRM will use commercially reasonable efforts to contact Customer within 10 Standard Support Hours of the problem report. LegalRM will determine the activities necessary to resolve the problem and the timeframe in which Resolution can be completed. Customer may request that Resolution be accelerated. An accelerated schedule may result in additional Fees.
||LegalRM Services are usable but problem has been identified and correction is required.
||LegalRM will use commercially reasonable efforts to contact Customer within 24 Standard Support Hours of the problem report. LegalRM will determine the activities necessary to resolve the problem and the timeframe in which Resolution can be completed. Customer may request that Resolution be accelerated. An accelerated schedule may result in additional Fees.
||LegalRM Services are usable and is functioning properly. A change or enhancement has been suggested by Customer.
||LegalRM and Customer will mutually agree on a Resolution. Additional Fees may apply.
Professional Services Terms
Capitalized terms set forth in this Appendix but not defined in the Appendix have the meaning given elsewhere in the Agreement. This Appendix is subject to and incorporated into the Agreement.
- Statements of Work. All professional or consulting services to be performed under this Agreement shall be described in either an Order Form or a separate written, mutually agreed to, statement of work signed by authorized representatives of both parties (each a “SOW”), each of which is expressly made subject to the terms and conditions of this Agreement. Customer retains LegalRM to perform the professional or consulting services described in each SOW (the “Services”), and LegalRM shall perform the Services on the terms and subject to the conditions and assumptions set forth in this Agreement. SOWs should contain descriptions of the Services and a description of any deliverables to be provided by LegalRM, LegalRM’s compensation, and any additional terms and conditions the parties deem appropriate. Customer and LegalRM expressly acknowledge and agree that any schedules or timelines shall not be considered firm or fixed performance dates, are only to be regarded as estimated beginning and completion dates for the tasks and activities to be performed hereunder and are expected to be revised during the term of any engagement. LegalRM agrees to use diligent efforts to meet schedules. All Services and Deliverables are accepted upon delivery.
- Each party may request changes that affect the scope or duration of the Services. Neither party shall be bound by any change requested by the other party, until such change has been memorialized in writing and signed (or otherwise agreed to in writing, including e-mail) by authorized representatives of each party (“Change Order”). Each Change Order will be subject to the terms and conditions of this Agreement.
- Location and Access. LegalRM may perform the Services at Customer’s premises, LegalRM’s premises or such other premises that Customer and LegalRM may deem appropriate. The SOW may describe the location where LegalRM will perform Services. Customer will permit LegalRM to have reasonable access to Customer’s premises, personnel and computer equipment for the purposes of performing the Services at Customer’s premises. Should Customer request or it be otherwise necessary that LegalRM send personnel to any Customer site or other location in connection with the Services, Customer shall pay LegalRM’s reasonable travel, meals and lodging expenses. If Customer so requires, LegalRM shall submit written evidence of each expenditure to Customer prior to receiving reimbursement of such costs and expenses.
- Customer Assistance. Customer shall provide LegalRM with such resources, information, cooperation, and assistance as LegalRM may reasonably request in connection with the performance of the Services. Without limiting the generality of the foregoing, in the event the Services are provided on Customer’s premises, Customer shall provide safe and adequate space, power, network connections, and other resources as reasonably requested by LegalRM, whether requested during regular business hours or otherwise. Customer acknowledges and agrees that LegalRM’s ability to successfully perform the Services in a timely manner is contingent upon its receipt from Customer of the information, resources and assistance requested. LegalRM shall have no liability for deficiencies in the Services or Deliverables, or failure to meet any Schedule, resulting from the acts or omissions of Customer, its agents or employees or performance of the Services in accordance with Customer’s instructions.
- Customer Information. Customer acknowledges and agrees that LegalRM may, in performing its obligations pursuant to this Agreement, be dependent upon or use data, material, and other information furnished by Customer without any independent investigation or verification thereof, and that LegalRM shall be entitled to rely upon the accuracy and completeness of such information in performing the Services. LegalRM, in performing the Services, will be making recommendations and providing advice, but all decisions as to implementing such advice and recommendations shall be made by and shall be the sole responsibility of the Customer and LegalRM shall be entitled to rely on all such decisions of Customer.
- Except for any Customer Confidential Information, LegalRM retains ownership of all: (a) software, tools, routines, programs, content, designs, technology, intellectual property, ideas, know-how, processes, techniques, work product, and inventions that LegalRM makes, develops, delivers, conceives, or reduces to practice, whether alone or jointly with others, in the course of performing the Services, including, but not limited to, Deliverables; (b) all enhancements, modifications, improvements and derivative works of each and any of the foregoing; and (c) all Intellectual Property Rights related to each and any of the foregoing. Subject to the terms and conditions of this Agreement, LegalRM hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. For the avoidance of doubt, the license grant in the foregoing sentence does not include the LegalRM Services or the LegalRM Software, which are licensed solely pursuant to Section 2 of the main body of this Agreement. LegalRM reserves all rights not expressly granted to Customer under this Agreement. Nothing contained herein shall be construed as limiting LegalRM’s rights to commercially use or market in the conduct of LegalRM’s business general ideas, concepts, know-how, knowledge, market analysis, frameworks, techniques, tools, approaches, and methodologies or other residual values possessed or known to LegalRM or learned or developed during the course of providing the Services, without obligation of any kind to Customer.
- LegalRM may use the services of subcontractors for the provision of any Services under this Agreement; provided, however, LegalRM will be responsible for each subcontractor’s performance of Services under this Agreement and for each subcontractor’s compliance with the terms and conditions of this Agreement.