HOTDOCS END USER LICENSE AGREEMENT (“EULA”) FOR USE IN ABACUS PRIVATE CLOUD
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 any HotDocs Solution included in Client’s Abacus Private Cloud Subscription, which includes but is not limited to the particular HotDocs Solution(s), as well as all components of the software, modules, value add-ons, and related materials including but not limited to manuals, on-line information, and marketing materials. By purchasing a HotDocs Solution as part of Client’s Abacus Private Cloud Subscription or otherwise using a HotDocs Solution, Client agrees to be bound by the terms of this EULA.
1. HOTDOCS SOLUTIONS – There are multiple HotDocs Solutions that are available to Client. As used herein and in any Service Order Form or Service Order Addendum, the following terms set forth in this paragraph define those solutions:
- HotDocs Classic – refers to any HotDocs products purchased from Abacus’ predecessor that are not HotDocs Advance. HotDocs Classic may include, but is not limited to, HotDocs User, HotDocs Developer, HotDocs Hub, HotDocs Server, HotDocs Market, Desktop HotDocs, Document Services, Cloud Services, Template Portal, and any other HotDocs add-on features. HotDocs will provide best endeavors to support the most current versions of all HotDocs Classic products with the exception of Template Portal (which is only supported via ad hoc Professional Services engagements as necessary, rendered pursuant to a separate Statement of Work). Products falling under the HotDocs Classic definition are seen as mature and complete and as such there are no plans to further market, develop or enhance any HotDocs Classic products.
- HotDocs Advance– refers to a bundle that contains HotDocs Advance deployed in Abacus Private Cloud (“APC”)linked to a HotDocs Author tool.
- HotDocs Advance (Azure) – refers to a bundle that contains HotDocs Advance hosted in Microsoft Azure linked to a HotDocs Author tool.
- HotDocs Publisher – refers to a license and corresponding publishing key which permits Client to make HotDocs templates available for use by individuals other than named Users purchased as part of Client’s HotDocs Subscription. Unless a HotDocs Publisher license is purchased in a Service Order Form or Service Order Addendum, Client is not licensed to make templates available to any individual other than Users within Client’s organization.
- HotDocs Templates – HotDocs Templates (a “template”) is a document file that contains HotDocs markup from which a tailored document can be created. The use and creation of templates is included with Client’s subscription to use HotDocs Solutions.
- HotDocs Sample Templates – Any Templates provided by Abacus (including the content therein) are intended as examples, a starting point for users to build their own legal documents. Due to changes in the law, variance between jurisdictions, and other considerations, Abacus disclaims any warranty, express or implied, that any particular template is complete, accurate, current, legally sufficient, or applicable in any particular circumstance. These templates should not be relied on as legal advice nor legal practice and use of the templates does not create an attorney-client relationship.
- HotDocs Player – Where made available to an end-user by download, HotDocs Player is a limited-scope license to use HotDocs Solutions. Use of HotDocs Player does not require a subscription, or payment of fees, and does not include Support for HotDocs. Otherwise, any use of HotDocs Player is subject to the terms of this EULA. HotDocs Player users are able to utilize HotDocs Templates, where provided to them by an authorized HotDocs Publisher, but may not develop, manipulate, distribute, or reverse engineer any templates or any part of HotDocs Solutions, including any aspect of HotDocs software.
2. PART OF CLIENT’S ABACUS PRIVATE CLOUD SUBSCRIPTION – The HotDocs Solutions and corresponding users identified on a Service Order Form or Service Order Addendum shall be considered part of Client’s Abacus Private Cloud Subscription.
3.GRANT OF LICENSE– Abacus grants Client a non-exclusive, limited and non-transferable license to use the applicable HotDocs Solution(s) subject to Client making payment of the Monthly Recurring Charge (“MRC”) for Client’s Abacus Private Cloud Subscription, on the first of each month or upfront payment of the Total Contractual Value. Client agrees to pay a license fee for each unique person who uses any of the HotDocs Solutions included in Client’s Abacus Private Cloud Subscription, and only those users with unique login credentials (User ID) are entered into the applicable HotDocs Solution as operators may use those products. Abacus is under no obligation to grant Client additional licenses. During the term of Client’s Abacus Private Cloud Subscription, Client shall be entitled to upgrades to the HotDocs Solutions included in Client’s Abacus Private Cloud Subscription released by Abacus or its affiliates. Any license granted to Client by way of Client’s Abacus Private Cloud Subscription shall be revoked automatically when Client’s Abacus Private Cloud Subscription is suspended and/or where Client’s HotDocs Subscription is terminated. Client acknowledges that if it accepts any upgrades to any HotDocs Solutions, any license Client may have had to prior versions of those HotDocs Solutions terminates upon the installation of the updated version. Client agrees that it will not transfer any of its rights under this EULA without the express written permission of Abacus.
4. UPDATES AND PATCHES– During the Term of Client’s Abacus Private Cloud Subscription, Abacus will notify Client within HotDocs and/or via e-mail of updates and patches to the applicable HotDocs Solution(s). 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 HotDocs Solutions 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.
5. SUPPORT– Given the rapid changes with technology, Abacus will provide technical support and updates only for the most recent version of the HotDocs Solution(s) 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 a particular HotDocs Solution will remain the current version. HotDocs 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. Client can reach HotDocs Support by calling (800) 828-8328 or via e-mail at firstname.lastname@example.org. Customer Service hours for HotDocs 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.
6. CLIENT’S DATA– Client shall at all times retain ownership of all data generated or imported into the applicable HotDocs Solution by Client. 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.
7. SERVICE OWNERS RIGHTS– Client is granted only the right to use any of the HotDocs Solutions included in Client’s Abacus Private Cloud Subscription as limited in this EULA. Ownership and all rights not expressly granted are reserved by Abacus.
8. DISCLAIMER OF WARRANTY–CLIENT ACKNOWLEDGES THAT ITS USE OF ANY HOTDOCS SOLUTION IS AT ITS OWN RISK. ABACUS IS PROVIDING ANY HOTDOCS SOLUTON 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 ANY HOTDOCS SOLUTION WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS.
11.LIMITATION OF LIABILITY– IN CONNECTION WITH ANY HOTDOCS SOLUTIONS AND WITH THE EXCEPTION OF ANY UNAUTHORIZED COPYING AND/OR DISTRIBUTION OF A HOTDOCS SOLUTON 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 PRODUCTS OR SERVICES 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 HOTDOCS SOLUTION(S) 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 HOTDOCS SOLUTIONS COVERED BY THIS EULA OR THE TERMS OF THE EULA SHALL NOT EXCEED THE EARLY TERMINATION FEE ASSOCIATED WITH CLIENT’S Abacus PRIVATE CLOUD 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 HOTDOCS SOLUTION(S) 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 HotDocs Solutions included in Client’s Abacus Private Cloud Subscription, or particular components of such HotDocs Solution(s) (including but not limited to discontinuing a component) from time to time and will use commercially reasonable efforts to notify Client 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 any HotDocs Solution 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/hotdocsapceula. Client’s continued use of the Services after 30 days will serve as consent to the changed terms. This EULA shall solely govern Client’s HotDocs Subscription and/or use of any HotDocs Solutions, and any “shrink wrap” or “click wrap” license or terms included within a HotDocs Solution shall be of no force or effect.