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This agreement (the “Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and LawLabs Inc. (“LawLabs”). This Agreement governs your use of LawLabs’ Products, Software or Services, including any updates and accompanying written documentation provided to you (the “Products, Software or Services”).
You acknowledge and agree that LawLabs may occasionally contact you via email. Please see the LawLabs Privacy Policy, which is incorporated into this Agreement by reference.
LawLabs grants to you, for use in connection with your internal business operations, a limited, non-exclusive, non-transferable, license to the Software and Documentation, subject to the Permitted Use and the terms set forth in this Agreement. Your rights to use the Software and Documentation are subject to the ongoing payment of applicable per-file transaction fees. Updates (provided pursuant to Section 6 (License & Updates)) will form part of the Software and will be subject to rights granted in this Agreement. You may permit your employees, agents and contractors to use the Software for purposes permitted pursuant to this Agreement and you will be responsible for their compliance in accordance with the terms of this Agreement. All rights not expressly granted to you hereunder are reserved by LawLabs. You acknowledge that the Software may require activation by way of an activation key on initial installation and from time to time based on certain events, including, without limitation, Updates and changes to hardware on which the Software is installed. You acknowledge that the activation keys and internal controls in the Software do not necessarily restrict usage to the Permitted Use and do not necessarily ensure compliance with this Agreement.
You agree (a) subject to any non-waivable rights you may enjoy under applicable law, not to decompile, disassemble, reverse engineer, or otherwise attempt to derive the Software’s source code from the object code; (b) not to modify, enhance, change the data structures for or create derivative works from, the Software, (c) not to rent, lease, sell, sublicense or otherwise transfer the Software to third parties; (d) not to make the Software available in any form to any person other than your employees, agents and contractors whose job performance requires such access; and (e) to use reasonable care and protection to prevent the unauthorized use, copying, publication or dissemination of the Software. You shall not allow access to the Software by any service bureau, third party outsourcer, or other similar third party service provider unless LawLabs consents to such access in writing.
As between LawLabs and you, LawLabs retains all title, ownership, and intellectual property rights in and to the Software and Documentation, and all developments by LawLabs in connection with this Agreement. You acknowledge and agree that you are only licensing the right to use LawLabs’ Software and Documentation and that no sale or other transfer of any title or ownership or any proprietary interest of any kind to such Software or Documentation is contemplated hereunder, other than the sale of the limited licenses as expressly granted herein. Except as specified in Section 1 (Rights Granted & Permitted Use) or as expressly authorized in writing by LawLabs and, subject to any non-waivable rights you may enjoy under applicable law, you shall not allow for any duplicates or reproduction of the Software to be made.
LawLabs shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Software any Input made by you. LawLabs shall have no obligation to make any Input an Update. You shall have no obligation to provide any Input.
Lawlabs acknowledges that any data entered into the Software by you (the “Data”) is owned by you. During your active use of the Software or within 30 days thereafter, you may request an export of your data. Upon request, Lawlabs agrees to make reasonable efforts to export said Data into a commercially acceptable format such that you may use such Data in a different Program or manner. After this export period, LawLabs may delete your Data in accordance with its standard schedule and procedures. If you elect to proactively delete your account at any time, your Data will be deleted permanently and cannot be retrieved.
Lawlabs further confirms that all data shall be encrypted upon its submission by you, and shall not be made available to any other User of the Software, or to any third party or employee of Lawlabs without your prior written permission. Lawlabs shall have the right to access, amend, or otherwise change the settings/users found in your Admin section, but shall not have any further rights with regards to any other Data.
You provide LawLabs with permission to use your trademark, logo and trade name (“Branding”) within LawLabs’ promotional and marketing materials. LawLabs is granted no other right to the Branding and acknowledges that it shall not gain any proprietary interest in the same. LawLabs is under no obligation to make use of, or to provide compensation for, the right or permission granted by you to the Branding. LawLabs shall be the exclusive owner of all right, title, and interest, including copyright in its promotional and marketing materials. The permission to use the Branding may be terminated at any time by you by providing written notice to LawLabs. Upon such termination, LawLabs shall refrain from future use of the Branding; however, LawLabs may continue to distribute and use the promotional and marketing materials where your Branding has been previously printed prior to the notice of termination and where such placements cannot be discontinued or altered without LawLabs incurring a penalty.
You shall enter all data required for implementation of the Software and shall be responsible for the integrity of such data. LawLabs shall not have any liability for any of your data, including for data that LawLabs personnel may enter in an effort to assist you or any errors made in such efforts to assist you.
You shall assume full responsibility for (i) the content of any database, (ii) the selection and implementation of controls on its access and use of the Software and (iii) configuration data associated with the implementation of the Software.
In consideration of the Fees being paid by you in accordance with the terms of this Agreement, LawLabs will provide to you in a timely manner and without additional charge:
Software interfaces to third party vendor systems may be available, as indicated in the Documentation. To the extent such third party vendor system interfaces are available, LawLabs shall only provide access to the third party system via the Software and shall not be responsible for any interactions between you and the third party vendor system. You shall act as a liaison between LawLabs and any third party vendor(s) with which the Software shall interface. Transactions processed by a third party vendor system may be subject to separate licensing requirements. You acknowledge and agree that you have the sole obligation to obtain, or cause your third party vendor to obtain, any and all such licenses.
You agree to pay LawLabs all Fees as set in the sections below.
You acknowledge that LawLabs reserves the right to suspend or interrupt your use of the Software for any period during which any Fees due in accordance with the terms of this Agreement remain unpaid for seven (7) days after LawLabs provides advanced written notice (including by way of email) of such unpaid Fees to you. In such an event, LawLabs shall not be precluded from exercising any additional remedies that might be available to under the terms of this Agreement or otherwise.
By virtue of this Agreement, the parties may have access to the other party’s Confidential Information. The parties will hold each other’s Confidential Information in confidence. With respect to all Confidential Information other than Software and Educational Material provided by LawLabs, such obligation shall terminate three (3) years after termination of this Agreement. With respect to the Software and Educational Material provided by LawLabs, such obligation is perpetual. The parties will not make each other’s Confidential Information available in any form to any third-party for any purpose except to the extent necessary to exercise its rights under this Agreement and will treat Confidential Information of the other party with the same degree of care with which it would treat its own confidential information of a like nature, and in no case less than a reasonable degree of care. The parties agree that the limitations of liability contained herein shall not apply to any disclosure of Software or Educational Material in breach of this provision and that any such breach shall terminate the rights to such Software and Educational Material to you under this Agreement. Confidential Information may only be disclosed to those employees or agents who are required to access it in furtherance of this Agreement and who are required to protect such Confidential Information against unauthorized disclosure. Both parties shall each implement and enforce policies and contractual obligations with its employees, agents and subcontractors to ensure its employees, agents and subcontractors protect the Confidential Information as required pursuant to this Section 10. It shall not be a breach of this Section 10 if Confidential Information is disclosed pursuant to subpoena or other compulsory judicial or administrative process, provided that the party served with such process promptly notifies, to the extent legally permissible, the other party and provides reasonable assistance so that the other party may seek, at its own cost and expense, a protective order against public disclosure. The parties recognize and agree that monetary damages are an inadequate remedy for breach of the obligations set forth in this Section 10 and further recognize that any breach would result in irreparable harm to the non-breaching party. In the event of such a breach, the non-breaching party may seek injunctive relief from a court of competent jurisdiction to pursue those remedies available to it.
LawLabs will indemnify, defend and hold you harmless from, at its expense, any action brought against you by a third party based upon a claim that your use of the Software within the scope of these Terms and Conditions infringes a United States, Canadian, United Kingdom, European Union, Australian or New Zealand patent or copyright issued to or held by a third party, or misappropriates a trade secret of such third party; provided that you notify LawLabs promptly in writing of such claim, provide LawLabs with the sole control and authority to defend or settle such action or claim, and give LawLabs the authority, information and assistance necessary to settle or defend such claim.
In the event a claim of infringement is made, or LawLabs believes that such a claim is likely to be made, then LawLabs shall at its expense: (a) procure the right for you to continue using the Software; (b) replace or modify the Software so that it becomes noninfringing, without materially decreasing the functionality of the Software; or (c) if neither (a) or (b) above is commercially practical, then at LawLabs’ sole option, terminate this Agreement upon three (3) months written notice, and either issue to you a credit equal to, or promptly refund to you, all File Transaction Fees paid by you, less an appropriately prorated amount for use, reflecting the number of months during which you enjoyed uninterrupted use of the Software.
Notwithstanding the foregoing, LawLabs shall have no obligation to defend you or to pay any costs or legal fees for any action, claim or settlement, based upon: (a) combination, operation, integration or interfacing of the Software with Third Party Materials, other than Third Party Materials or Third Party Software with which the Software was intended to operate as specified in the Documentation associated with the Software if such claim would not have arisen but for such combination, operation, integration or interfacing (regardless of whether or not LawLabs has advised you that such use would likely result in a claim of infringement by a third party); (b) use of the Software in a manner other than as authorized by the Documentation or these Terms and Conditions; (c) modifications to the Software by any person other than LawLabs or its authorized agents or subcontractors; or (d) your failure to accept any procured right to continue using the Software. THE FOREGOING STATES LAWLABS’ SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. You shall defend, indemnify and hold harmless LawLabs Indemnified Parties from and against any and all third party claims, actions, causes of action, liabilities, damages, costs and expenses, including reasonable legal fees, arising from or related to the exclusions (a) through (d) set out in the third paragraph of this Section 11.
EXCEPT FOR LIABILITY ARISING (i) FROM YOUR BREACH OF SECTION 2 (LICENSE RESTRICTIONS) AND ANY DISCLOSURE BY YOU OF SOFTWARE OR DOCUMENTATION IN BREACH OF SECTION 10 (CONFIDENTIALITY), (ii) UNDER SECTION 11 (INDEMNIFICATION) OR (iii) FOR PERSONAL INJURY, DEATH, FRAUD OR FRAUDULENT MISREPRESENTATION: (A) LAWLABS’ ENTIRE LIABILITY UNDER THIS AGREEMENT OR IN ANY WAY RELATED TO THE SOFTWARE, THE THIRD PARTY SOFTWARE, OR ANY RELATED SERVICES WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO LAWLABS PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; AND (B) NEITHER PARTY WILL BE LIABLE FOR: (i) ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR IN ANY WAY RELATED TO THE SOFTWARE, THE THIRD PARTY SOFTWARE, THE HARDWARE OR ANY RELATED SERVICES; OR (ii) ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA, OR DATA USE (INCLUDING AS A RESULT OF A VIRUS), BUSINESS INTERRUPTION, FAILURE TO REALIZE AN EXPECTED SAVING, CORRUPTION OF DATA, OR CLAIMS AGAINST THEM BY ANY THIRD PARTY, EVEN IF THE PARTIES ARE ADVISED, OR MAY REASONABLY SUPPOSED TO HAVE BEEN AWARE, OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SUCH LIMITATIONS WILL APPLY REGARDLESS OF HOW THE CLAIM ARISES, WHETHER ARISING BASED ON CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE AND WILL APPLY TO ALL SCHEDULES, ADDENDA, AGREEMENTS AND ATTACHMENTS RELATED TO THIS TERMS OF USE. THE FOREGOING LIMITATIONS OF LIABILITY ALLOCATE THE RISKS BETWEEN YOU AND LAWLABS AND FORM A MATERIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. LAWLABS’ PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
During active use of the Software, you shall maintain complete and accurate books, records, policies, and procedures (collectively “Books and Records”) sufficient to confirm your compliance with these Terms and Conditions and the Order Form(s), including without limitation compliance with Permitted Use, and payment of Fees to Lawlabs. During your active use of the Software and for a period of one (1) year thereafter, you shall permit Lawlabs (or an independent representative engaged by Lawlabs), upon thirty (30) days prior written notice, to audit (each an “Audit”) your Books and Records and deployment of the Software to the extent reasonably necessary to verify your compliance with the terms, conditions, and restrictions of this Agreement, at such times during your regular business hours as LawLabs may reasonably request. Lawlabs may exercise its right to audit no more frequently than one (1) time each calendar year. If any Audit should disclose any underpayment of Fees, you shall promptly pay Lawlabs such underpaid amount (whether before or after judgment), together with interest thereon at a rate of one and one-half percent (1.5%) per month during which each such amount was owed and unpaid. If the amount of such underpayment exceeds five percent (5%) of amounts otherwise payable, then you shall reimburse Lawlabs for Lawlabs’ reasonable and customary audit expenses. The rights and obligations set forth in this Section 15 shall survive termination or expiration of your active use of the Software for a period of one (1) year from such termination or expiration.
This Agreement is governed by the laws of the Province of Ontario and the Country of Canada without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the provincial courts located in Ontario and both parties submit to the personal jurisdiction of those courts.