Amicus SQL EULA

Amicus Support Plan Terms & Conditions

Amicus Maintenance Plan Terms & Conditions

Amicus Attorney End User License Agreement ("EULA") for Use in Abacus Private Cloud ("APC")

AMICUS ATTORNEY END USER LICENSE AGREEMENT (EULA)

This End User License Agreement (“EULA”) sets forth the scope of the license granted to Client by Abacus Data Systems, Inc. (“Abacus”) to use the services comprising Client’s Amicus Attorney Subscription, Client’s valid, fully paid for and current Amicus Maintenance Plan, or Client’s valid, fully paid for and current Amicus Support Plan, which may include the use of Amicus Attorney, as well as all components of the software, updates, and related materials including but not limited to manuals, on-line information, and marketing materials. By purchasing an Amicus Attorney Subscription by way of a Service Order Form executed by Client or otherwise using the any products or services that are comprise Client’s Amicus Attorney Subscription, or by utilizing services associated with Client’s existing Amicus Maintenance Plan, Client agrees to be bound by the terms of this EULA.

1. KEY TERMS – In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client for an Amicus Attorney Subscription and herein, “Amicus Attorney Subscription” refers to a purchased subscription to Amicus Attorney, which includes the license to use Amicus Attorney, to support of Amicus Attorney and updates and/or upgrades to Amicus Attorney, while the subscription is active.As used herein, “Amicus Maintenance Plan” refers to a previous agreement entered into by Client for maintenance and support of perpetual Amicus Attorney licenses previously purchased by Client, which entitled Client to maintenance (including upgrades and updates) and support for the previously purchased perpetual license(s) to Amicus Attorney during the term of the maintenance plan. Because an Amicus Maintenance Plan is pre-paid, the provisions of this EULA that relate to the requirement of Client’s payment of a Monthly Recurring Charge (“MRC”) are not applicable. To the extent that provisions of the EULA below relate to services or products that may only be added to an Amicus Attorney Subscription (such as Paragraph 12) are not applicable. All other provisions of the EULA are applicable to Client’s installation of Amicus Attorney as part of an Amicus Maintenance Plan. Amicus Maintenance Plans are no longer available for purchase and will terminate at the end of the specified term of Client’s Amicus Maintenance Plan. Upon termination, for any reason, of Client’s Amicus Maintenance Plan, Client will need to purchase an Amicus Attorney Subscription in order to receive support, upgrades, or updates to Amicus Attorney, which may necessitate that Client update to the latest version of Amicus Attorney.As used herein, “Amicus Support Plan” refers to a previous agreement entered into by Client for support of perpetual Amicus Attorney licenses previously purchased by Client, which entitled Client to support (including patches) for the previously purchased perpetual license(s) to Amicus Attorney during the term of the support plan. Because an Amicus Support Plan is pre-paid, the provisions of this EULA that relate to the requirement of Client’s payment of a Monthly Recurring Charge (“MRC”) are not applicable. To the extent that provisions of the EULA below relate to services or products that may only be added to an Amicus Attorney Subscription (such as Paragraph 12) are not applicable. All other provisions of the EULA are applicable to Client’s installation of Amicus Attorney as part of an Amicus Support Plan. Amicus Support Plans are no longer available for purchase and will terminate at the end of the specified term of Client’s Amicus Support Plan. Upon termination, for any reason, of Client’s Amicus Support Plan, Client will need to purchase an Amicus Attorney Subscription in order to receive support, upgrades, or updates to Amicus Attorney, which may necessitate that Client update to the latest version of Amicus Attorney.

2. GRANT OF LICENSE – For Amicus Attorney Subscriptions, Abacus grants Client a non-exclusive, limited and non-transferable license to use the products and services that comprise Client’s Amicus Attorney Subscription subject to Client making payment of the Monthly Recurring Charge (“MRC”), as set forth in the corresponding Service Order Form executed by the Client, on the first of each month or upfront payment of the Total Contractual Value. This license does not allow for the use of Amicus Attorney within a Remote Desktop Services session, Terminal Services Session, in a cloud (private or multitenant) environment, or at multiple physical locations connected to a single database. Furthermore, this license is limited to one runtime and/or repository instance. A separate subscription is required for each additional runtime and/or repository instance. Separate license fees and validation codes are required for each business entity and computer where Client uses any of the products that comprise Client’s Amicus Attorney Subscription. Client agrees to pay a license fee for each person in the firm who uses any of the products that comprise Client’s Amicus Attorney Subscription, and only those users with unique login credentials (User ID) are entered into Amicus Attorney as operators may use those products or any of the other products that comprise Client’s Amicus Attorney Subscription. Abacus is under no obligation to grant Client additional licenses. During the term of Client’s Amicus Attorney Subscription, Client shall be entitled to upgrades to the products that comprise Client’s Amicus Attorney Subscription released by Abacus or its affiliates. For Amicus Maintenance Plans and Amicus Support Plans, Abacus grants Client a non-exclusive, limited, and non-transferable perpetual license(s) (per user) to use a particular version of Amicus Attorney. Regardless of whether Client has an Amicus Attorney Subscription or if it has a Amicus Maintenance Plan or Amicus Support Plan, Client acknowledges that if it accepts any upgrades to those services or products, any license Client may have had to prior versions of that product or service terminates upon the installation of the updated version. Client agrees that it will not rent, lend, or transfer Client’s copy of Amicus Attorney or any of its rights under this EULA without the express written permission of Abacus.

3. FEES AND INVOICING – For Amicus Attorney Subscriptions, Client agrees to pay Abacus the Total Contractual Value (upfront) or the Monthly Recurring Charges (“MRC”) and fees as set forth in the applicable Service Order Form together with any taxes payable by Client that are required to be collected by Abacus pursuant to any applicable law. Client’s MRC for Client’s Amicus Attorney Subscription is billed in advance of Abacus providing Client that month’s Amicus Attorney related services. Client authorizes Abacus to automatically bill the Client’s credit card or process an Automated Clearing House transaction each month for the balance due. All payments made by Client to Abacus are non-refundable. As it relates to payments made by Client, Client will be charged a fee of $35 for any returned payment, including but not limited to any check or Automated Clearing House transaction that is deemed invalid due to insufficient funds. Any fees due under this EULA that are greater than 15 days past due shall bear interest at the rate of one and one-half percent per month.

4. MINIMUM SYSTEM REQUIREMENTS – The minimum system requirements to run Amicus Attorney (on systems other than Abacus Private Cloud) are set forth at www.abacusnext.com/software/amicusattorneysysreqs.

5. 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 www.abacusnext.com/amicus-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.

6. MSSQL RUNTIME – In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client for an Amicus Attorney Subscription and herein, “MSSQL Runtime” means a non-transferable license to use Microsoft SQL Runtime only during the term set forth in the Service Order and/or Service Order Addendums, and as part of Client’s Amicus Attorney Subscription (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.

7. UPDATES AND PATCHES – During the Term of Client’s Amicus Attorney Subscription, Amicus Maintenance Plan or Amicus Support Plan, Abacus will notify Client within Amicus Attorney and/or via e-mail of updates and patches (where Client is eligible). It is ultimately Client’s responsibility to ensure that these updates and patches are installed. In part, the updates and patches to are designed to thwart the continual threat of security breaches (including data mining agents and other malware) which if not prevented would make the Client more vulnerable to having its data compromised. Client hereby acknowledges that it is not best practices to use a version of any of the services or products that comprise Client’s Amicus Attorney Subscription or covered by an Amicus Maintenance Plan that is not the most current and up to date version offered by Abacus, and that doing so, Client would be putting the integrity of the system and Client’s data at heightened risk of corruption, hard shutdown, and security breaches that could extend beyond the data accessed by the products or services that comprise Client’s Amicus Attorney Subscription or stored within Amicus Attorney.

8. SUPPORT – Given the rapid changes with technology, Abacus will provide technical support and updates (updates other than patches will not be made available for Client’s with Amicus Support Plans) only for the most recent version of the products or services that comprise Client’s Amicus Attorney Subscription provided Client’s Amicus Attorney Subscription is current; the only exception to this is if Client has an Amicus Maintenance Plan or Amicus Support Plan that provides for support of a prior version of Amicus Attorney. Abacus cannot guarantee how long any particular version of any service or product will remain the current version. Amicus Attorney requires connecting to the Internet from time to time for registration, updates and use analysis. Such connectivity is outside the scope of Abacus’ obligations, and thus it is Client’s responsibility to obtain and pay for the necessary connectivity. 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 support@amicusattorney.com. Abacus’ Customer Service hours 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.

9. TECHNICAL ACCOUNT MANAGER – In any Service Order Form and/or Service Order Addendum (if any) affirmatively accepted by Client and herein, “Technical Account Manager” or “TAM” refers to an added value service provided by Abacus and added to Client’s Amicus Attorney Subscription wherein Abacus assign Client a designated primary point of support contact (which will be selected by Abacus and can be changed as Abacus’ sole discretion) to handle Client’s support needs. During Abacus’ scheduled Customer Service business hours (as specified in Paragraph 8 above), Client will be able to contact Client’s designated TAM (“Primary TAM”) through specified communication lines for support related needs. If for any reason, Client’s designated TAM is unavailable during Abacus’ scheduled Customer Support hours, another member of Abacus’ TAM team (as opposed to the Customer Support team which is available to all of Abacus’ customers) (“Secondary TAM”) will be made available to support Client. During Abacus’ scheduled Customer Support hours, the Primary TAM (where available) or a Secondary TAM shall respond to a request for support within one hour of Client requesting support utilizing the specified communication lines. Abacus’ obligation to provide support remains limited to resolving System Related Errors.

10. CLIENT’S DATA – Client shall at all times retain ownership of all data generated or imported into Amicus Attorney by Client. If Client’s license to use Amicus Attorney 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 (or its affiliates) 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 (or its affiliates) 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.

11. TERM – Unless stated otherwise in the Service Order Form, the term of Client’s Amicus Attorney Subscription commences on the date when Abacus processes Client’s initial payment, and shall continue for the minimum term set forth in the corresponding Service Order Form executed by Client. Unless Client provides Abacus with written notification of Client’s desire to have the subscription terminated upon expiration of the original term at least 30 days before expiration of that term, Client’s Amicus Attorney Subscription will convert to month-to-month following the initial term, subject to an increase in price to Abacus’ then existing charges for month to month licenses. Once the Client’s Amicus Attorney Subscription converts to month-to-month, Client cannot terminate Client’s Amicus Attorney Subscription without providing Abacus at least 30 days written notice of cancellation. The term of Client’s Amicus Maintenance Plan commences on the date the plan was purchased and shall end at the specified term end date of the plan.

12. FLEX USER – In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “Flex User” means license to use Amicus Attorney and any other ancillary services associated with that user, such as MS365 – On Premises (where applicable) on a month-to-month basis for that particular user, which can be cancelled from Client’s Amicus Attorney Subscription withhold having to pay an Early Termination Fee (as discussed in Paragraph 19 below) so long as Client provides Abacus with an executed downgrade form 30 days prior to the effective date of the cancellation of the Flex User.

13. 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 the term set forth in the Service Order and/or Service Order Addendums (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 Amicus Attorney Subscription will also result in a corresponding suspension or termination of the AA Billing license.

14. 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 the term set forth in the Service Order and/or Service Order Addendums (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.

15. SOPHOS ENDPOINT ANTIVIRUS & MALWARE PROTECTION – In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “Sophos Endpoint Antivirus & Malware Protection” means a non-transferable license to deploy Sophos Endpoint Antivirus & Malware Protection product on Client’s work stations only during the term set forth in the Service Order and/or Service Order Addendums (contingent upon Client timely paying its MRC), and is otherwise governed by all terms and policies set forth by Sophos. For further information on these terms, contact Sophos directly. ABACUS DOES NOT WARRANT THE PERFORMANCE OR FUNCTIONALITY OF SOPHOS ENDPOINT ANTIVIRUS & MALWARE PROTECTION. If purchased, this Sophos Endpoint Antivirus & Malware Protection 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 Sophos Endpoint Antivirus & Malware Protection license.

16. MS365 – ON PREMISES – In any Service Order Form and/or Service Order Addendums (if any) affirmatively accepted by Client and herein, “MS365 – On Premises” means a non-transferable license per user to use Microsoft 365 installed on Client’s premises only during the term of Client’s Amicus Attorney Subscription (contingent upon Client timely paying its MRC), and is otherwise governed by all terms and policies set forth by Microsoft applicable to MS365, and may include penalties for early termination of the MS365, which will be Client’s sole responsibility to pay. For further information on these terms, contact Microsoft directly. The particular MS365 license selected by Client shall be either an E1, E3 or Exchange Online Plan 1, with the particular rights and functionality for each such licenses being determined by Microsoft. ABACUS DOES NOT WARRANT THE PERFORMANCE OR FUNCTIONALITY OF MS365 OR DATA THAT RESIDES IN MICROSOFT’S CLOUD OR INFRASTRUCTURE. If purchased, this MS365 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 MS365 license. Abacus will serve as Administrator of Client’s MS365 account. Client acknowledges that it will not receive Administrative rights to MS365. The deployment of MS365 on Client’s premises shall be in the form supplied by Microsoft without modification and with all default settings pre-determined by Microsoft. Professional Services can be retained on an hourly basis to make any desired changes to the settings of MS365. Any such services shall be governed by a separated SOW. Client hereby understands that as a Certified Microsoft partner, Abacus may receive a payment from Microsoft arising from the sale of MS365.

17. NON-SOLICITATION OF ABACUS’ EMPLOYEES – During the term of Client’s license to use Amicus Attorney (or related products), and for 12 months thereafter, Client agrees that it will not directly or indirectly recruit, solicit or otherwise induce or attempt to induce any employee of Abacus (or its affiliates) that had direct contact with Client while that employee was acting in the course and scope of the employee’s duties with Abacus to terminate his or her employment with Abacus. Client acknowledges that if it breached this Paragraph and the relevant employee left his or her employment with Abacus, it would be difficult to determine actual damages. Based on what the Parties presently know, they agree that an amount equal to 100% of the relevant employee’s Abacus annual salary is a reasonable estimate of the damages that would accrue if a breach of this provision occurred in the future and the relevant employee terminated his or her employment with Abacus as a result. Client agrees that the amount of liquidated damages is fair and reasonable and would not act as a penalty in such an instance. This Paragraph shall not preclude Client from hiring an Abacus employee where that employee independently responded to a job posting made available to the general public.

18. SUSPENSION – Abacus may, at its sole discretion, suspend Client’s Amicus Attorney Subscription if Client’s account is 5 days past due. In the event that Abacus suspends Client’s Amicus Attorney Subscription, Amicus Attorney will convert to read only format, and Client will not have the ability to import data into those programs. If Client wishes to reinstate its Amicus Attorney Subscription, Client must make its account current and pay a re-activation fee of $250 (“Re-Activation Fee”).

19. TERMINATION – Either party may terminate Client’s Amicus Attorney Subscription or any distinct part thereof at any time without cause by providing 30 days written notice to the other party; for security reasons, in order for any termination initiated by Client of Client’s Amicus Attorney Subscription in whole or in part to be processed, Client must submit an executed cancellation or downgrade form (whichever applicable) provided by Abacus. In the event of termination of Client’s Amicus Attorney Subscription in its entirety by the Client without cause or as a result of Client’s account being delinquent, Client shall pay Abacus the Early Termination Fee, which shall be equal to Client’s MRC times the remaining months left under the agreement (plus any balance owed as effective date of the termination), due and payable as of the date of early termination. In the event of termination of a part or parts of Client’s Amicus Attorney Subscription (including the cancellation of a user, unless that user is a Flex User) without cause, Client shall pay Abacus the Early Termination Fee, which shall be equal to Client’s MRC times the remaining months left under the agreement for the canceled part or parts of Client’s Amicus Attorney Subscription. The only time Client can terminate Client’s Amicus Attorney Subscription for cause is if Abacus fails to cure a material breach of this EULA within 30 days of Abacus receiving written notice of that breach (in the manner set forth in Paragraph 25 below). In order for such notice to be deemed sufficient, the notice must expressly identify the particular provision(s) of this EULA that Client contends has been breached and set forth the facts explaining how each such provision has been breached. With respect to an allegation of breach concerning a System Related Error, in the event that Abacus cannot observe or replicate the reported issue, Abacus shall be relieved of any obligation to cure that System Related Error until the issue can be observed and replicated by Abacus. Where proper notice is given and Abacus fails to timely cure the properly identified breaches, Client would not be obligated to pay the Early Termination Fee. If after giving the requisite notice of an alleged material breach, Client refuses to allow Abacus (or its affiliates) to access Client’s computer system or data to evaluate the nature of the alleged breach or otherwise fails to cooperate with Abacus’ efforts to cure the alleged breach, Abacus shall be relieved of any obligation to cure the alleged breach, and will eliminate Client’s ability to terminate Client’s Amicus Attorney Subscription for cause (with respect to the alleged breach). Abacus may terminate Client’s Amicus Attorney Subscription for cause if Client fails to make its account current and pay the Re-Activation Fee within 30 days of Client’s Amicus Attorney Subscription being suspended. To the extent that Client’s installation of Amicus Attorney has not already been converted into read only mode, upon termination of Client’s Amicus Attorney Subscription (for any reason), Client’s installation of Amicus Attorney will convert to read only mode as of the effective date of Client’s Amicus Attorney Subscription. Client may only terminate Client’s Amicus Maintenance Plan or Amicus Support Plan if Abacus is unable to correct any System Related Error after 30 days of Client after providing Abacus written notice of the issues (in the manner set forth in Paragraph 25 below). Abacus may terminate the Amicus Maintenance Plan if Client fails to make annual payments as agreed to under the plan within 30 days of those annual payments becoming due. In the event of the termination of Client’s Amicus Maintenance Plan or Amicus Support Plan, Abacus will be relieved of its obligation to provide support to the Client, and Client will no longer be entitled to support, upgrades, or updates of Amicus Attorney; Client would subsequently need to purchase an Amicus Attorney Subscription in order to receive support, patches, upgrades, or updates to Amicus Attorney, which may necessitate that Client update to the latest version of Amicus Attorney.

20. SERVICE OWNERS RIGHTS – Client is granted only the right to use any of the products or services that comprise Client’s Amicus Attorney Subscription, Amicus Maintenance Plan or Amicus Support Plan as limited in this EULA. Ownership and all rights not expressly granted are reserved by Abacus.

21. DISCLAIMER OF WARRANTY – ACKNOWLEDGES THAT ITS USE OF THOSE PRODUCTS AND/OR SERVICES IS AT ITS OWN RISK. ABACUS IS PROVIDING THE PRODUCTS AND SERVICES THAT COMPRISE CLIENT’S AMICUS ATTORNEY SUBSCRIPTION 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 PRODUCTS AND/OR SERVICES THAT COMPRISE CLIENT’S AMICUS ATTORNEY SUBSCRIPTION AND/OR COVERED BY AN AMICUS MAINTENANCE PLAN OR AMICUS SUPPORT PLAN WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS.

22. LIMITATION OF LIABILITY – WITH THE EXCEPTION OF ANY UNAUTHORIZED COPYING AND/OR DISTRIBUTION BY CLIENT OF AMICUS ATTORNEY AND/OR ANY OF THE PRODUCTS AND/OR SERVICES THAT COMPRISE CLIENT’S AMICUS ATTORNEY SUBSCRIPTION AND/OR THAT ARE COVERED BY AN AMICUS MAINTENANCE PLAN OR AMICUS SUPPORT PLAN, 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 CLIENT’S AMICUS ATTORNEY SUBSCRIPTION, 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 CLIENT’S AMICUS ATTORNEY SUBSCRIPTION GIVING RISE TO THE CLAIM IN THE THREE MONTHS PRECEDING THE CLAIM OR THE AMOUNT ACTUALLY PAID BY CLIENT FOR THE THEN ACTIVE AMICUS MAINTENANCE PLAN. LIKEWISE, WITH THE EXCEPTION OF CLAIMS ARISING OUT OF THE UNAUTHORIZED COPY OR DISTRIBUTION OF AMICUS ATTORNEY AND/OR THE PRODUCTS AND/SERVICES THAT COMPRISE CLIENT’S AMICUS ATTORNEY SUBSCRIPTION BY CLIENT, CLIENT’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO ABACUS FOR CLAIMS ARISING OUT OF CLIENT’S AMICUS ATTORNEY SUBSCRIPTION, AMICUS MAINTENANCE PLAN, AMICUS SUPPORT PLAN OR THE TERMS OF THE EULA SHALL NOT EXCEED THE EARLY TERMINATION FEE (AS DEFINED IN PARAGRAPH 19). 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 PARAGRAPH ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH MAKING CLIENT’S AMICUS ATTORNEY SUBSCRIPTION 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.

23. 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.

24. INTEGRATION – This EULA and the corresponding Service Order Form(s) executed by Client (which are incorporated by reference) set forth the entire agreement relating to the subject matter hereof and supersedes all prior agreements, discussions and understandings between them, whether oral or written, relating to the subject matter hereof.

25. NOTICE – All notices to Client under this Agreement will be deemed given when delivered via e-mail to the address set forth in the Service Order. All notices to Abacus under this Agreement will be deemed given when delivered via certified mail to:

Chief Executive Officer
Abacus Data Systems, Inc.
4850 Eastgate Mall
San Diego, CA 92121

26. GOVERNING LAW – This EULA, any corresponding Service Order or Service Order Addendum executed by Client, and/or Client’s Amicus Attorney Subscription, Amicus Maintenance Plan or Amicus Support Plan, shall be construed under the laws of the State of California regardless of conflict of law provisions. Client and Abacus irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in San Diego County, California for all disputes arising out of or related to the products and services covered by this EULA and/or any corresponding Service Order executed by Client, the terms set forth in this EULA, Client’s Amicus Attorney Subscription or to any act or omission of Abacus, whether in contract, tort or otherwise. Neither party will bring a legal action arising out of or related to Client’s Amicus Attorney Subscription and/or any corresponding Service Order executed by Client, or the terms set forth in this EULA , or to any act or omission of Abacus, whether in contract, tort or otherwise, more than two years after the cause of action arose. Client and Abacus further agree that as a condition precedent to instituting any legal action, the parties must participate in a non-binding mediation in San Diego, California before a neutral from JAMS, with the parties equally splitting the costs of that mediation. If the parties cannot agree on a JAMS neutral, the neutral shall be selected by JAMS at its sole discretion. The mediation process shall be initiated by the aggrieved party submitting the case for mediation to JAMS directly, after providing the other party with notice of its intent to institute mediation.

27. PREVAILING PARTY – In the event of any litigation arising out of or related to Client’s Amicus Attorney Subscription, Client’s Amicus Maintenance Plan, Amicus Support Plan, this EULA, any corresponding Service Order executed by Client and/or Client’s Amicus Attorney Subscription, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses associated with such proceedings, including reasonable attorney’s fees. For purposes of this provision, if a matter is filed in any venue other than the state or federal courts in San Diego County, California and the matter is dismissed for improper venue, the party that did not file the action shall be deemed the prevailing party in that action.

28. UPDATES/CHANGES TO SERVICES AND EULA – Due to changes in technology and the marketplace, Abacus may make modifications to the products or services that Comprise Client’s Amicus Attorney Subscription, Amicus Maintenance Plan, or Amicus Support Plan, or particular components of such product or 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. Abacus reserves the right to discontinue offering an Amicus Attorney Subscription at the conclusion of Client’s then current subscription term. 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/amicuseula. Client’s continued use of the Services after the 30 day will serve as consent to the changed terms.

29. DATA PROCESSING ADDENDUM – The Data Processing Addendum set forth at www.abacusnext.com/dataprocessingaddendum is expressly incorporated into this EULA by reference.