AMICUS ATTORNEY END USER LICENSE AGREEMENT (“EULA”) FOR USE IN ABACUS PRIVATE CLOUD (“APC”)
This End User License Agreement (“EULA”) sets forth the scope of the license granted to Client by Abacus Data Systems, Inc. (“Abacus”) to use Abacus software, which includes but is not limited to Amicus Attorney, as well as all components of the software, modules, value add-ons (including but not limited to Abacus Court Rules), updates, forms, court rules, and related materials including but not limited to manuals, on-line information, and marketing materials, all of which are collectively referred to as the “Service”. By purchasing the Service by way of a Service Order Form executed by Client or otherwise using the Service, Client agrees to be bound by the terms of this EULA.
1. GRANT OF LICENSE– Abacus grants Client a non-exclusive, limited and non-transferable license to use the Service within and only within Client’s APC Environment and subject to Client making payment for Client’s Abacus Private Cloud Subscription as required by the applicable Service Order Form(s), on the first of each month or upfront payment of the Total Contractual Value. Separate license fees and validation codes are required for each business entity and computer where Client uses the Service. Client agrees to pay a license fee for each person in the firm who uses the Service, and only those users unique login credentials (User ID are entered into the Service as operators may use the Service. Abacus is under no obligation to grant Client additional licenses. During the term of Client’s License, Client shall be entitled to upgrades to the Services released by Abacus that are part of Client’s Abacus Private Cloud Subscription. Client acknowledges that if it accepts any upgrades to the Services, any license Client may have had to prior versions of the Services terminates upon the installation of the updated version of the Services. Client agrees that it will not rent, lend, or transfer the Services or any of its rights under this EULA without the express written permission of Abacus.
2. MICROSOFT®DATABASE COMPONENTS – Portions of Amicus Attorney are the copyrighted intellectual property of Microsoft Corporation (“Microsoft”). It is agreed that the protections included herein extend equally to Microsoft as they do to Abacus and are enforceable by Microsoft. The Microsoft End User License Agreements for the Microsoft SQL Server products that are applicable if Client installs SQL (for use only as part of Client’s Amicus Attorney Subscription) and can be found at https://www.amicusattorney.com/sql-eula. These Microsoft End User License Agreements are incorporated by reference into the EULA (to the extent applicable) and Client hereby agrees to be bound by all terms and provisions therein. Amicus Attorney also contains Microsoft .NET Framework software. This software is part of Windows. The license terms for Windows apply to Client’s use of the .NET Framework software.
3. MSSQL RUNTIME– In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “MSSQL Runtime” means a non-transferable license to use Microsoft SQL Runtime only during Client’s APC Subscription and only within Client’s APC Environment (contingent upon Client timely paying its MRC), and is otherwise governed by all terms and policies set forth by Microsoft applicable to SQL Runtime, and may include penalties for early termination of the SQL Runtime, which will be Client’s sole responsibility to pay. ABACUS DOES NOT WARRANT THE PERFORMANCE OR FUNCTIONALITY OF MSSQL RUNTIME. If purchased, this MSSQL Runtime license will be deemed part of Client’s Amicus Attorney Subscription. Thus any suspension or termination of Client’s Amicus Attorney Subscription will also result in a corresponding suspension or termination of the MSSQL Runtime license.
4. AMICUS ATTORNEY BILLING– In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “AA Billing” refers to a non-transferable license to use only during Client’s APC Subscription (contingent upon Client timely paying its MRC) to use a module that can be added to Amicus Attorney that enhances the core functionality of Amicus Attorney allowing Client to issue bills through the program. If purchased, this AA Billing license will be deemed part of Client’s Amicus Attorney Subscription. Thus any suspension or termination of Client’s APC Subscription will also result in a corresponding suspension or termination of the AA Billing license.
5. AMICUS ATTORNEY INTEGRATION LINK– In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “Amicus Attorney Integration Link” refers a non-transferable license to use only during Client’s APC Subscription and (contingent upon Client timely paying its MRC) an integration link between Amicus Attorney and other specific third-party software (JURIS, PCLAW, QUICKBOOKS, TABS3, and TIMESLIPS) that enables certain select data to sync between the Amicus Attorney and the third party software. With respect to Quickbooks, PCLaw, and Timeslips, the integration link allows for a dynamic 2-way sync of select data fields between Amicus Attorney and the respective programs. With respect to Juris and Tabs3, the integration link allows for a one way sync of select data fields from Amicus Attorney to the respective programs. Client acknowledges that not all fields or data contained within Amicus Attorney or the third party will sync with the other program. Client further acknowledges that Abacus is not responsible for the functionality of any third-party software.
6. ABACUS COURT RULES – In any Service Order Form and/or Service Order Addendums (if any) accepted in writing by Client and herein, “Abacus Court Rules” or “ACR” refers to a license (during Client’s APC Subscription) to use a selected set or sets of preconfigured calendaring work flows designed to expedite the calendaring in Amicus Attorney of common court and procedural events for selected jurisdictions and subject matters. Client acknowledges that when using ACR, it is best practices to cross-reference all applicable rules and laws to ensure the accuracy of a calendar entry. Any ACR rule sets purchased by Client shall be deemed part of Client’s APC Subscription.
7. SUPPORT– Given the rapid changes with technology, Abacus will provide technical support and updates only for the most recent version of Amicus Attorney that is included in Client’s Abacus Private Cloud Subscription provided Client’s Abacus Private Cloud Subscription is current. Abacus cannot guarantee how long any particular version of any service or product will remain the current version. Whenever Client permits Abacus to connect to Client’s system for remote support Client will have already made a current backup of its system and all data and Client shall remain solely responsible for it. Client can reach Amicus Attorney Support by calling (800) 472-2289 or via e-mail at firstname.lastname@example.org. Abacus’ Customer Service hours for support of Amicus Attorney are Monday through Friday, 9:00 a.m. to 8:00 p.m. (EST) (excepting certain holidays). Abacus will make its best efforts to respond to all calls or e-mails to Customer Service by the next business day and make efforts to diagnose the cause of Client’s reported issue. If Abacus determines that the reported issue is caused by a software malfunction (hereinafter referred to as “System Related Error”) and not caused by the Client, its computer(s), network, server(s), connectivity or third party software (hereinafter referred to as “User Error”), then Abacus will make its best efforts to correct the problem at no charge to Client. Reported errors that cannot be observed or replicated by Abacus cannot by definition be a System Related Error. If the issue is caused by User Error, Client can purchase Professional Services hours to assist with further training and/or correcting the problem with Client’s computer(s), network, server(s), connectivity or third party software. All such Professional Services shall be governed by a separate Statement of Work (“SOW”) executed by Client.
8. CLIENT’S DATA– Client shall at all times retain ownership of all data generated or imported into the Service by Client. If Client’s license to use the Service is suspended or terminated (as discussed below), Client shall have an opportunity (at its sole expense) to extract its data from the Service in a format that could be used in another platform or application. Client acknowledges that during the term of Client’s license, Abacus may need to view Client’s data to assist Client with training or other customer service issues. Client further acknowledges that in performing those services, Abacus may need to take screen grabs or video of Client’s screen(s). In such an event, Abacus warrants that it will not access Client’s data without Client’s permission, that it will only access that data which is reasonably necessary to complete the specified task(s), and that it will only take screen grabs or video of Client’s screens when necessary to complete the specified task(s). To the extent Client gives Abacus access to Client’s data, Abacus acknowledges that Client’s data shall be treated as confidential information and will not disclose the data or its contents to third parties without the Client’s express written consent. The migration of pre-existing data to Amicus Attorney is outside of Abacus’ obligations set forth in this EULA. Professional Services can be retained on an hourly basis to perform such a migration (where possible). Any such services shall be governed by a separate SOW executed by Client.
9. SERVICE OWNERS RIGHTS– Client is granted only the right to use the Services as limited in this EULA. Ownership and all rights not expressly granted are reserved by Abacus.
10. DISCLAIMER OF WARRANTY– ABACUS TRIES TO KEEP THE SERVICE OPERATING BUG-FREE, AND SAFE, BUT CLIENT ACKNOWLEDGES THAT ITS USE OF THE SERVICE IS AT ITS OWN RISK. ABACUS IS PROVIDING THE SERVICE AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ABACUS DOES NOT GUARANTEE THAT THE SERVICE WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS.
11. LIMITATION OF LIABILITY– WITH THE EXCEPTION OF ANY UNAUTHORIZED COPYING AND/OR DISTRIBUTION OF THE SERVICE BY CLIENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOOD WILL, DAMAGE TO BUSINESS REPUTATION, LOSS OF BUSINESS INFORMATION, WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR OTHER SUCH PECUNIARY LOSS), WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ABACUS’ TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO THE SERVICE COVERED BY THIS EULA, THE TERMS OF THE EULA, OR TO ANY ACT OR OMISSION OF ABACUS, EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID (IF ANY) BY CLIENT FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE THREE MONTHS PRECEDING THE CLAIM. LIKEWISE, WITH THE EXCEPTION OF CLAIMS ARISING OUT OF THE UNAUTHORIZED COPY OR DISTRIBUTION OF THE SERVICES BY CLIENT, CLIENT’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO ABACUS FOR CLAIMS ARISING OUT OF THE SERVICES COVERED BY THIS EULA OR THE TERMS OF THE EULA SHALL NOT EXCEED THE EARLY TERMINATION FEE ASSOCIATED WITH CLIENT’S APC SUBSCRIPTION. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH MAKING THE SERVICE AVAILABLE TO CLIENT AND THAT, WERE ABACUS TO ASSUME ANY FURTHER LIABILITY OTHER THAN SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.
12. SEVERABILITY– If any provision of this EULA is held to be invalid or unenforceable under the circumstances, such provisions application in any other circumstances and the remaining provisions of this EULA shall not be affected thereby.
13. UPDATES/CHANGES TO SERVICES AND EULA– Due to changes in technology and the marketplace, Abacus may make modifications to the Service or particular components of the Service (including but not limited to discontinuing a component) from time to time and will use commercially reasonable efforts to notify Customer of any material modifications. Any such modification shall not be deemed a System Related Error. Client agrees that Abacus will not be liable to Client for any such modifications to the Service. Abacus reserves the right to discontinue offering the Service at the conclusion of Client’s then current subscription term for such Service. Likewise, Abacus reserves the right to routinely update, amend or change the EULA. At least 30 days prior to the effective date, Abacus will notify client by e-mail of such changes, and a new EULA document will be posted at www.abacusnext.com/amicusapceula. Client’s continued use of the Services after the 30 day will serve as consent to the changed terms.