uLawPractice.com Subscription Agreement
This Agreement was last updated on October 10, 2014.
THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACCESS AND USE OF OUR uLawPractice SERVICES (The Service). BY REGISTERING YOUR USE OF THE SERVICE YOU ARE ACCEPTING TO BE BOUND BY AND AGREE TO BE COMPLIANT WITH THIS AGREEMMENT. IF YOU, THE CUSTOMER, REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCESSING THE SERVICE YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHOULD NOT USE THE SERVICE. IF YOU DO NOT AGREE TO COMPLY WITH THE TERMS IN THE AGREEMENT, YOU DO NOT HAVE THE RIGHT TO ACCESS AND USE THE SERVICE.
You may not access the Service if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
The agreement is effective between You and Us as of the date of You accepting this Agreement or the date when you first start to use the Service by logging in and entering Your Content.
Table of Contents
1. Definitions
2. Free Trial
3. Purchased Service
4. Use of the Service
5. Security and Access
6. Non-uLawPractice.com Providers
7. Fees and Payment for the Purchased Service
8. Proprietary Rights
9. Confidentiality
10. Warranties and Disclaimers
11. Mutual Indemnification
12. Limitation of Liability
13. Term and Termination
14. Who You Are Contracting With, Notices, Governing Law and Jurisdiction
15. General Provisions
1. DEFINITIONS
“Affiliate” means any entity, which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this entire Subscription Agreement
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Non uLawPractice.com Applications” means online applications and offline software products which are provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the Service.
“Services” means the products and services that are ordered by You and made available by Us online via the customer login link at http://www.ulawpractice.com/signup and/or other web pages designated by Us, including associated offline components.
“Users” means individuals who are authorized by You to use the Service, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means Superfluid Software Inc, the full owners of uLawPractice.com described in Section 14 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“Your Data” means all electronic data or information submitted by You to the Purchased Services.
2. FREE TRIAL
If You register on our website for a free trial, We will make the Service available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the Service or (b) the start date of the Purchased Service ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICE, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 10 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
3. PURCHASED SERVICE
3.1. Provision of the Purchased Service.We shall make the Purchased Service available to You pursuant to this Agreement during a subscription term. You are granted a non-exclusive, non-transferable, limited license to access and use the Service. You are permitted to access and use the service only if you are an authorized user or registered client. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that we shall provide You with 30-day notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Your acceptance of the modification.
3.2. User Subscriptions.Unless otherwise specified, (i) The Service is purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service.
4. USE OF THE SERVICE
4.1. Our Responsibilities.We shall: (i) provide Our basic support for the Purchased Service to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Service and which We shall schedule to the extent practicable during the weekend hours from 12:01AM. to 4:00 AM. Sunday Eastern Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of Government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Our employees), Internet Service Provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Service only in accordance with applicable laws and Government regulations.
4.2. Our Protection of Your Data.We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Our managed backup services are designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. We shall ensure recovery of lost or corrupted Content at no cost to You. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 9.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Service and prevent or address service or technical problems, or at Your request in connection with customer support matters. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other means not provided as part of the Service is prohibited. You acknowledge the risk that information and Content stored and transmitted electronically through the Service may be intercepted by third parties. You agree to accept that risk and will not hold Us liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Us, with strict business reasons, may access and transfer the Content and only to provide You with the Service.
4.3. Your Responsibilities.You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Service only in accordance with applicable laws and Government regulations. You shall not (a) make the Service available to anyone other than Your Users, (b) sell, resell, rent or lease the Service, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, or (f) attempt to gain unauthorized access to the Service or related systems or networks.
4.3. Usage Limitations.TheService may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our Application Programming Interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the User Guide. The Service provides real-time information to enable You to monitor Your compliance with such limitations.
5. Security and Access.
5.1 We are responsible for providing a secure method of authentication and access to the Service. We provide mechanisms that:
(a)allow for user password management
(b) transmit passwords in a secure format
(c) protect passwords entered for purposes of gaining access to the Service by using code that follows password management best practices.
5.2 You are responsible for protecting the security of usernames and passwords, or any other codes associated to the Service and for the accuracy and adequacy of personal information provided to the Service. You are to implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify Us upon suspicion that a username and password has been lost, stolen, compromised, or misused.
5.3 At all times We and any third party vendors and hosting partners We use to provide the Service will:
(a)use information security best practices for transmitting and storing Your Content, adhering to industry standards;
(b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;
(c) ensure Our host facilities maintain industry standards for security and privacy.
5.4 We shall report to You, with all relevant details, any event that We reasonably believe represents unauthorized access to, disclosure of, use of, or damage to Content. We shall make such report within 48 hours after learning of such a security related event. Given a security event, We shall
(a)cooperate with You to identify the cause of the security event and to identify any affected Content;
(b)assist and cooperate with You in investigating and preventing the recurrence of the security event;
(c) assist and cooperate with You in any litigation or investigation against third parties that You undertake to protect the security and integrity of Content; and
(d)mitigate any harmful effect of the security event.
6. NON-uLawPractice.com PROVIDERS
6.1. Acquisition of Non-ULawPractice Products and Services.Third parties or We may, from time to time, make available to You third-party products or services, including but not limited to Non-ULawPractice.com applications and implementation, customization and other consulting services. Any acquisition by You of such non-ULawPractice.com products or services, and any exchange of data between You and any non-ULawPractice.com provider, is solely between You and the applicable non-ULawPractice.com provider. We do not warrant or support non-ULawPractice.com products or services, whether or not they are designated by Us as “certified” or otherwise. Subject to Section 6.3 (Integration with Non-ULawPractice.com Services), no purchase of non-ULawPractice.com products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.
6.2. Non-ULawPractice.com Applications and Your Data.If You install or enable Non-ULawPractice.com Applications for use with the Service, You acknowledge that We may allow providers of those Non-ULawPractice.com Applications to access Your Data as required for the interoperation of such Non-ULawPractice.com Applications with the Service. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-ULawPractice.com Application providers. The Service shall allow You to restrict such access by restricting Users from installing or enabling such Non-ULawPractice.com Applications for use with the Service.
6.3. Integration with Non-ULawPractice.com Services. The Service may contain features designed to interoperate with Non-ULawPractice.com Applications (e.g., Google, or social media applications). To use such features, You may be required to obtain access to such Non-ULawPractice.com Applications from their providers. If the provider of any such Non-ULawPractice.com Application ceases to make the Non-ULawPractice.com Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.
7. FEES AND PAYMENT FOR THE PURCHASED SERVICE
7.1. Fees.You shall pay all fees specified. Except as otherwise specified herein, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. All fees are subject to change upon notice. Such notice may be provided by an email message to You or in the form of an announcement on the Service.
7.2. Invoicing and Payment.You will provide Us with valid and updated credit card information, or with a valid purchase order or an alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services for the initial subscription term and any renewal subscription term(s) as set forth in Section 13.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency to which We agree. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
For monthly subscribers, in order to initiate a cancellation, a 30-day notice period is required. If you decide to cancel within the current month, you will be charged for the upcoming month in full, but any subsequent charges will be waived. Your service will be concluded at the end of the month in which you initiated the cancellation. Please note that your account access will remain available until the end of the following month, allowing you ample time to download your account data and perform any necessary accounting month-end procedures. After this period, your account data will be permanently removed from the system and cannot be retrieved.
For annual subscribers, if you choose to cancel your service during the year, a 30-day notice is also required. You will receive a prorated refund for the remaining months of the subscription year that you will not be using. However, for the months within the subscription year that you did receive service, the charges will be adjusted to reflect the monthly subscription rate applicable at the time, rather than the annual rate you originally paid.
7.3. Overdue Charges.If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals on payment terms shorter than those specified in Section 7.2 (Invoicing and Payment).
7.4. Suspension of Service and Acceleration.If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue before suspending services to You.
7.5. Payment Disputes.We shall not exercise Our rights under Section 7.3 (Overdue Charges) or 7.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
7.6. Taxes.Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar Governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, provincial, or federal jurisdictions (collectively, “Taxes“). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
8. PROPRIETARY RIGHTS
8.1. Reservation of Rights in Services.Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
8.2. Restrictions.You shall not (i) permit any third party to access the Service except as permitted herein, (ii) create derivativeworks based on the Service except as authorized herein, (iii) copy, frame or mirror any part or content of the Service, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Service, or (v) access the Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Service.
8.3. Your Applications and Code.If You, a third party acting on Your behalf, or a User creates applications or program code using the Service, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Service in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.
8.4. Your Data.Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein. You agree to grant Us a non-exclusive, royalty-free right during Your use of the Service, to use Your Content for the sole purpose of performing Our obligations under this Agreement in accordance with the terms of this Agreement. Such rights shall include permission for Us to generate and publish aggregate reports and anonymized reports on system usage and Content trends and type provided they do not conflict with Section 9.2. Any Content uploaded or posted to the Service remains Your property. Upon cancellation or termination of the Service (Section 13) we are responsible for the return of the Content to you.
8.5. Suggestions.We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
9. CONFIDENTIALITY
9.1. Definition of Confidential Information.As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Service; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
9.2. Protection of Confidential Information.The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
9.3. Compelled Disclosure.The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
10. WARRANTIES AND DISCLAIMERS
10.1. Our Warranties.We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Service shall perform materially in accordance with the advertised collateral, (iii) subject to Section 6.3 (Integration with Non-ULawPractice.com Services), the functionality of the Services will not be materially decreased during a subscription term, and (iv) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (for example if You or Your User uploads a file containing Malicious Code into the Service and later downloads that file containing Malicious Code.) For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.
10.2. Your Warranties.You warrant that You have validly entered into this Agreement and have the legal power to do so.
10.3. Disclaimer.EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.4. Non-GA (Non Generally Available) Services.From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers (“Non-GA Services“). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.
11. MUTUAL INDEMNIFICATION
11.1. Indemnification by Us.We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You“), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Service may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Service upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
11.2. Indemnification by You.You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Service in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us“), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.
11.3. Exclusive Remedy.This Section 11 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.
12. LIMITATION OF LIABILITY
12.1. Limitation of Liability.NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $50,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT FOR PURCHASED SERVICES).
12.2. Exclusion of Consequential and Related Damages.IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR OTHER INTANGIBLE LOSSES OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12.3 You are solely responsible for any damage and/or loss of Content contained in Your technology which occurs as a result of Your electronic equipment and/or your computer system.
13. TERM AND TERMINATION
13.1. Term of Agreement.This Agreement commences on the date You accept it or You begin to access or use the Service and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Service for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
13.2. Term of Purchased User Subscriptions.User subscriptions purchased by You commence on the agreed start date and continue for the subscription term as agreed with You – generally one month for monthly subscribers at monthly rates and one year for annual subscribers at annual rates. All User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 10% of the pricing for the relevant Service in the immediately prior subscription term, unless the pricing in such prior term was designated as promotional or one-time.
13.3. Termination for Cause.A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. We in our sole discretion have the right to suspend or discontinue providing the Service to you without notice for any of Your actions which have created a security event impacting any of our other clients’ Content or their ability to access the Service.
13.4. Refund or Payment upon Termination.Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
13.5. Return of Your Data.Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
13.6. Surviving Provisions.Section 7 (Fees and Payment for Purchased Services), 8 (Proprietary Rights), 9 (Confidentiality), 10.3 (Disclaimer), 11 (Mutual Indemnification), 12 (Limitation of Liability), 13.4 (Refund or Payment upon Termination), 13.5 (Return of Your Data), 14 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 15 (General Provisions) shall survive any termination or expiration of this Agreement.
14. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
| You are contracting with: | Notices should be addressed to: | The governing law is: | The courts having exclusive jurisdiction are: |
| Superfluid Software Inc., an Ontario corporation | Superfluid Software Inc 100 Metcalfe Street Suite 200, Unit 355 Ottawa, ON K1P 5M1 | Ontario and controlling Canadian federal law | Ottawa, Ontario, Canada |
15.0 General Provisions
15.1 Privacy policy.This agreement includes provisions as set down in the UlawPractice Privacy Policy as posted on www.ulawpractice.com at the time of You accepting this agreement.
15.2 Third Party Vendors. You acknowledgeand agree that We may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to operate the service.
15.3 No Implied Waiver. The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
15.4 Entire Agreement. This Agreement constitutes the entire agreement between You and Us and governs Your users of the Service , superseding any prior agreements between You and Us (including but not limited to any prior versions of this Agreement). We reserve the right to amend this Agreement. In the event of material changes to the Agreement We will notify You by email or by a posting to Our Service login web page.
15.5 Assignment of Rights. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.