BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS 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 SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
(a) “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control of party to this Agreement.
(b) “Agreement” means this Master Subscription Agreement, any Orders, any SOWs, and any documentation incorporated by reference.
(c) “Client” means the natural person or entity that has or is seeking to engage the services made available by You.
(d) “Client Data” means any data either automatically or manually uploaded by a You to the Hosted Service and relating to Your Clients, including any personally identifiable data derived from the foregoing.
(e) “Content” means the information, documents, software, products and services made available to You.
(f) “Your Data” means any data, information, or material provided by You to the Hosted Service, including Client Data and any personally identifiable data derived from the foregoing.
(g) “Hosted Service” means AttorneyCPR’s customizable client relationship management, client intake, and analytics service, which You are being granted access to under this Agreement pursuant to a Free Trial, as defined in Section 4, or an Order.
(h) “Information System” means (i) any information or communications system, including network services, computer systems, data networks, software applications, broadband/satellite/wireless communications systems, and (ii) the means of access to such systems, including all authentication methods.
(i) “Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, derivatives thereof as well as other forms of protection of a similar nature.
(j) “AttorneyCPR” means AttorneyCPR, LLC, an Illinois corporation, d/b/a AttorneyCPR.
(k) “AttorneyCPR Technology” means all AttorneyCPR proprietary technology made available to You in providing the Hosted Service.
(l) “Order” means an ordering document specifying the Services to be provided hereunder that is entered into between You and AttorneyCPR or any of AttorneyCPR’s Affiliates, including any addenda and supplements thereto. By entering into an Order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
2. SUBSCRIPTIONS, LICENSES, AND RESTRICTIONS.
(a) Subscriptions. Unless otherwise provided in an applicable Order (i) the Hosted Service is provided on a subscription basis, (ii) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (iii) any added subscriptions will terminate on the same date as the underlying subscriptions.
(b) License Grant. Upon subscription and full registration, AttorneyCPR hereby grants You a non-exclusive, non-transferable, worldwide right to use the Hosted Service, solely for Your own internal business purposes, subject to the terms and conditions of this Agreement.
(c) Usage Limits. The Hosted Service is subject to usage limits, including for example, the subscription quantity specified in an Order. Unless otherwise specified, a subscription quantity in an Order refers to the number of user subscriptions and the Hosted Services may not be accessed in relation to more than that number of users. If You exceed a contractual usage limit, AttorneyCPR may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order for additional subscription quantities for the Hosted Service promptly upon our request, and/or pay any invoice for excess usage.
(d) Restrictions on Use. You agree not to: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Hosted Service; (ii) modify or make derivative works based upon the Hosted Service; or (iii) reverse engineer the Hosted Service. You will not: (i) knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the Hosted Service; (ii) knowingly send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, or programs to or from the Hosted Service; (iii) interfere with or disrupt the integrity or performance of the Hosted Service; (iv) attempt to gain unauthorized access to the Hosted Service or its systems or networks; or (v) use the Hosted Service in violation of applicable law.
(e) Provision of Services. AttorneyCPR is prepared to work with You to setup and/or modify the Hosted Services in such manner so as to maximize Your experience on the Hosted Service. You are invited to approach AttorneyCPR with respect to any such requirement. In the event that AttorneyCPR assists You in the implementation of the Hosted Service (“Implementation Services”) and/or modifies or develops the Hosted Service pursuant to Your request(s) set forth in a Statement of Work (“SOW”) attached to an Order (“Customization Services”), AttorneyCPR may charge You a fee for such additional services. The fees related to Implementation Services and/or Customization Services shall be negotiated prior to commencement of any setup of, or customization or modification to the Hosted Service and will be reflected on an Order for the Hosted Service.
3. BETA SERVICES.
“Beta Services” means certain services that are not generally available to customers. From time to time, AttorneyCPR may invite You to try Beta Services. You may accept or decline such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered a part of the “Hosted Service” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. AttorneyCPR may discontinue Beta Services at any time in our sole discretion and may never make them generally available. AttorneyCPR will have no liability for any harm or damage arising out of or in connection with a Beta Service.
4. TRIAL OFFER.
If specified in an accepted Order, You may access the Hosted Service for trial purposes (a “Trial Offer”) subject to this Agreement. Use of the Hosted Service pursuant to a Trial Offer is provided “AS-IS” and AttorneyCPR does not offer any warranties for such services.
5. YOUR RESPONSIBILITIES.
You are responsible for all activity occurring under Your account(s), including (a) Your compliance with this Agreement and AttorneyCPR’s Terms of Service, and (b) the accuracy, quality, and legality of Your Data. You will abide by all applicable laws, treaties and regulations in connection with its use of the Hosted Service, including all applicable laws and requirements in connection with its receipt and storage of Your Data.
6. OWNERSHIP OF DATA.
(a) AttorneyCPR is the processor of Your Data . AttorneyCPR will not process or otherwise interact with Your Data in any manner except for the sole purpose of providing and/or improving the Hosted Service for Your benefit and in compliance with: (i) the express terms and conditions of this Agreement or as You may hereafter expressly direct in advance in writing; and (ii) all applicable Laws (including all then current and applicable Laws relating to spamming, privacy, and consumer and data protection). Without limiting the foregoing, AttorneyCPR shall not communicate or attempt to communicate with any Client using information learned through its provision of the Hosted Service for any promotional purpose, nor shall AttorneyCPR permit any third party to do so.
(b) AttorneyCPR will not disclose your data to any third party unless required to do so in order to provide or improve the Hosted Service or if required to do so by law or pursuant to an order from governmental authorities. In the event that AttorneyCPR is required by law to disclose Your Data, before making such disclosure, AttorneyCPR will: (i) promptly notify You in writing of the existence, terms and circumstances surrounding such requirement; (ii) comply with the Your reasonable directions for taking legally advisable steps to resist or narrow such requirement and in any event restrict the disclosure to only Your Data lawfully required to be disclosed; and (iii) if disclosure of Your Data is required by law or regulation, exercise its reasonable efforts to obtain a protective order or confidential treatment of Your Data.
7. INTELECTUAL PROPERTY OWNERSHIP.
Subject to the rights granted expressly herein, AttorneyCPR or its licensors own all right, title and interest, including all related Intellectual Property Rights, in and to the AttorneyCPR Technology, Content, and the Hosted Service. This Agreement is not a sale and does not convey any rights of ownership in the Hosted Service. You own all right, title and interest, including all related Intellectual Property Rights in and to Your Data that you provide to AttorneyCPR and grant AttorneyCPR a license to use Your Data to provide the Hosted Service to You as described herein.
9. TERM AND TERMINATION.
(a) Term. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated (the “Term”).
(b) Term of Purchased Services. The term of the Purchased Services (as defined in Section 10 below) shall be as specified in an applicable Order. Except as otherwise specified in an Order, subscriptions will 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 Term.
(c) Termination Wihout Cause. This Agreement may be terminated without cause during the Trial Offer period. Thereafter, You may terminate this Agreement, effective for the next Renewal Term, by notifying AttorneyCPR in writing at least 30 business days prior to the expiration of the current Term. AttorneyCPR reserves the right to terminate this Agreement effective as of the end of the then-current Term by 30 days advance notice thereof. Unless this Agreement is terminated within the first 30 days of the subscription Term, You will pay any unpaid fees covering the remainder of the Term of all Orders. In no event will termination relieve You of Your obligation to pay any fees payable to AttorneyCPR under Section 10 herein.
(d) Termination for Cause. Any breach of Your payment obligations or unauthorized use of the Hosted Service will be deemed a material breach of this Agreement. AttorneyCPR may terminate this Agreement, Your account(s), or Your use of the Hosted Service if You commit a material breach of this Agreement or otherwise fail to comply with this Agreement, and such breach has not been cured within 30 days after notice of such breach.
(e) Data Deletion. Upon termination or at anytime other time upon Your written request, AttorneyCPR will delete or destroy Your Data.
10. FEES AND PAYMENTS FOR PURCHASED SERVICES.
(a) Service Fees. The fees associated with the Customization Services, Implementation Services, and/or provisioned Hosted Service subscriptions are effective once an Order is completed. You agree to pay for Purchased Services as set forth in Your Order. “Purchased Services” means Customization Services, Implementation Services, and/or access in the form of a subscription(s) to the Hosted Service and features, if any, that You purchase under an Order, as distinguished from those provided pursuant to a Trial Offer. Except as otherwise specified herein or in an Order, (i) fees for the provision of Hosted Services are based on the number of subscriptions purchased and not actual usage, (ii) fees are payable in the form of currency so designated on the Order, (iii) fees associated with Customization Services or Implementation Services are cancelable and refundable up until AttorneyCPR has commenced work, at which time such fees become non-cancelable and sums paid are non-refundable, (iv) unless You notify AttorneyCPR of its desire to cancel within the Trial Offer period, all fees for the provision of Hosted Services due under this Agreement are non-cancelable and the sums paid nonrefundable, (iv) quantities purchased cannot be decreased during the relevant subscription term.
(b) Taxes. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that AttorneyCPR must pay based on the Hosted Service subscriptions You ordered, except for taxes based on AttorneyCPR’s income. Fees for the Hosted Service listed in an Order are exclusive of taxes and expenses.
(c) Future Functionality. You agree that you have not relied on the future availability of any services, programs or updates in entering into the payment obligations in the ordering document; however, the preceding does not relieve AttorneyCPR of its obligation to deliver services that You have ordered per the terms of the Agreement.
11. BILLING AND RENEWAL.
(a) Billing. You will provide AttorneyCPR with valid and updated credit card information or an alternative means of payment reasonably acceptable to us. If You provide credit card information to us, You authorize us to charge such credit card for all Purchased Services listed in the Order for the initial Term and any Renewal Term. If the Order specifies that payment will be by a method other than a credit card, AttorneyCPR will invoice You in advance and otherwise in accordance with the relevant Order. Unless otherwise stated in the Order, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and for notifying us of any changes to such information.
(b) Renewal. Upon the expiration of a Term, the Term will automatically renew for an additional period equal to the expiring subscription term (a “Renewal Term”). The subscription pricing during any automatic Renewal Term will be the same as that during the immediately prior Term unless AttorneyCPR has given You written notice of a pricing increase at least 30 days before the end of that prior Term, in which case the pricing increase will be effective upon renewal and thereafter.
(c) Late Payments and Disputes. Unless You are disputing applicable charges reasonably made in good faith and are cooperating diligently to resolve the dispute, late payments shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). AttorneyCPR reserves the right to suspend the Hosted Service if any such dispute is not resolved within 30 days from the date any payment was due. Notwithstanding any other provision of this Agreement, AttorneyCPR shall have no liability to You for any loss or damages You suffer as a consequence of such suspension.
12. THIRD-PARTY PROVIDERS.
(a) Network Availability. AttorneyCPR enables You to more effectively manage your legal practice. AttorneyCPR does not provide Your computer network or any computing equipment. As such, AttorneyCPR does not guarantee that You can access the Hosted Service or that You can continue to access the Hosted Service at any time. If Your computer network or computer equipment is defective or otherwise is not functioning, the service agreement between Your computer network and/or computer equipment service provider and You shall provide for Your sole remedy.
(b) Data Storage. You understand and agree that Your Data will be transferred directly to Amazon Web Services (“AWS”), which shall host the Hosted Service. The data therefore shall be stored and maintained in accordance with the applicable terms and conditions of AWS. AttorneyCPR makes no guarantees as to the availability of AWS.
(c) Acquisition of Third-Party Products or Services. AttorneyCPR or third parties may make available third-party products or services, including, for example, Non-AttorneyCPR Applications and implementations (collectively, “Non-AttorneyCPR Applications”). Any acquisition by You of such Non-AttorneyCPR Application, and any exchange of data between You and any third-party provider of a Non-AttorneyCPR Application is solely between You and the applicable third-party provider. AttorneyCPR does not warrant or support Non-AttorneyCPR Applications.
“Confidential Information” includes any information disclosed by one party to the other in writing and marked “confidential” or which, due to its nature, reasonably should be understood to be confidential. “Confidential Information” shall also include information about the Hosted Service available only via the Dashboard (other than the Reports). Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party’s Confidential Information without the other party’s prior written consent, except for the purpose of performing its obligations under this Agreement or if required by law or court order, in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practical prior to disclosing such information.
14. REPRESENTATION AND WARRANTIES.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. AttorneyCPR represents and warrants that (a) it will provide the Hosted Service in a manner consistent with general industry standards; (b) the Hosted Service will perform substantially in accordance with the provided documentation; (c) it will use best efforts to detect software viruses and other undesirable components and will promptly take all reasonable steps to remove or neutralize any such components; and (d) it will use leading commercial encryption technology designed to encrypt Your Data in its possession. AttorneyCPR has established technical and organizational security measures in compliance with privacy laws prior to the receipt of and during the possession of Your Data. Occasionally AttorneyCPR may temporarily suspend the Hosted Service because of an emergency or for operational maintenance or improvements. The Hosted Service will be restored as soon as reasonably practicable.
15. MUTUAL INDEMNIFICATION.
(a) Indemnification by AttorneyCPR. AttorneyCPR will indemnify, defend and hold You and Your officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with: (i) a claim by a third party alleging that the Hosted Service directly infringes an Intellectual Property Right of a third party (“Claim Against AttorneyCPR”).
(b) Indemnification by You. You will indemnify, defend and hold AttorneyCPR harmless from third-party claims, whether actual or alleged arising from or relating to Your use of the Hosted Service in violation of this Agreement or the AttorneyCPR Terms of Service available at https://AttorneyCPR.com/terms (“Claim Against You”).
(c) Indemnification Procedure. For purposes of this Section 16(c), “Claim” shall mean either Claim(s) Against AttorneyCPR or Claim Against You, as is appropriate. The indemnitee will reasonably cooperate to facilitate the settlement or defense of such Claim. The indemnifying party is solely responsible for defending any Claim against the indemnitee, subject to the indemnitee’s right to participate with counsel of its own choosing at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against the indemnitee; provided, however, that the indemnifying party will not agree to any settlement that imposes any obligation or liability on the indemnitee without its prior express written consent. The indemnitee shall (i) give the indemnifying party prompt notice of the relevant Claim (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent prejudiced by such failure or delay), and (ii) cooperate reasonably with the indemnifying party, at the indemnifying party’s expense, in the defense of such Claim.
THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT ARE PROVIDER’S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. PROVIDER DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY LIABILITY OF EITHER PARTY IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, WILL BE STRICTLY LIMITED TO THE TOTAL AMOUNT PAID BY YOU HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY; AND (B) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH, THE AGREEMENT.
17. LIMITATION OF LIABILITY.
EXCEPT FOR CLAIMS ARISING UNDER A PARTY’S OBLIGATIONS OF CONFIDENTIALITY OR INDEMNIFICATION UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY WILL EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM YOUR USE OF THE HOSTED SERVICE.
(a) Entire Agreement; Relationship with Other Agreements. Except as set forth herein, this Agreement constitutes the entire agreement between the You and AttorneyCPR relating to the subject matter of this Agreement and supersedes all other prior or contemporaneous agreements.
(b) Amendment. No variation of this Agreement shall be valid unless it is in a writing signed by both Parties.
(c) Assignment. This Agreement shall be binding upon the parties’ respective, permitted successors and assigns.
(d) Change of Control. If, during the Term, (i) AttorneyCPR transfers, directly or indirectly, whether by way of an asset sale, sale of its capital stock or other equity, membership or voting interests, merger, assignment, recapitalization or other disposition, all or any material portion of AttorneyCPR’s business, capital voting stock or other equity securities, or all or substantially all of AttorneyCPR’s assets relating to this Agreement or (ii) any person or entity, alone or as part of a group, acquires control of AttorneyCPR or any person or entity that controls AttorneyCPR, in either case other than with respect to a person or entity that was an Affiliate of AttorneyCPR on the Effective Date and remains an Affiliate of AttorneyCPR at the time of such transaction, then You may terminate this Agreement on five (5) days’ prior, written notice to AttorneyCPR.
(e) Waiver. The failure of any Party to exercise or enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
(f) Severability. If any provision of this Agreement shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby.
(g) Survival. All Sections herein which are continuing in nature, including but not limited to Sections 1, 2, 7, 9(c), 9(d), ((e), 10, 13, 15, 16, 17, and 18 shall survive termination of this Agreement.
(h) Independent Contractor. This Agreement is not intended to and shall not be interpreted to create a joint venture, partnership or formal business entity of any kind between AttorneyCPR and You. Each Party shall act as an independent contractor and neither Party has the authority to bind the other Party.
(i) Force Majeure. Neither Party will have any liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond its reasonable control.
(j) Governing Law and Jurisdiction. Except as otherwise expressly provided in this Agreement, this Agreement and/or any non-contractual obligations arising out of or concerning this Agreement shall be governed and construed in accordance with the laws of the State of Illinois without regard to its conflict of laws principles or presumptions concerning drafting. Any and all disputes arising out of or concerning this Agreement shall be brought exclusively within the Superior Court for the County of Pierce or the United States District Court for the Western District of Illinois. Each Party hereby submits to the personal and subject matter jurisdiction of such courts and waives any and all objections to the exercise of jurisdiction, venue or inconvenient forum in such courts.
(k) Notices. Except where electronic notification is specifically permitted herein, all notices required or permitted under this Agreement shall be in writing, shall reference this Agreement, and shall be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) when delivered via electronic mail upon receipt upon confirmation by read receipt. All such notices shall be sent to the addresses set forth above or to such other address as may be specified by either Party to the other Party in accordance with this Section.
(l) Counterparts. This Agreement and any waivers, consents, or supplements hereto or in connection herewith may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same original Agreement. A signature to this Agreement by any Party tendered by facsimile or via electronic delivery as an electronic file, including but not limited to portable document format (“PDF”) files, to the other Party shall constitute an original for the purposes hereof and shall be binding on the signing Party as if it was an original signature. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same document.