TurboLaw Subscription Agreement
When purchasing TurboLaw Software, you are agreeing to the subscription agreement shown below for the product(s) you have purchased.
TURBOLAW® DOCUMENT SOFTWARE ANNUAL SUBSCRIPTION AGREEMENT (as applicable)
I agree to subscribe to the services selected for a term of one (1) year from the purchase date at the monthly subscription rate for the selected services. My annual subscription to these services will automatically renew from year to year thereafter upon the anniversary date of this Agreement at said subscription rate unless I provide notice of cancellation in writing to Promethean not more than thirty (30) days preceding the anniversary date. Upon expiration of my second subscription year, Promethean reserves the right to increase my subscription rate upon written notice to me given not less than sixty (60) days prior to the next anniversary date. I UNDERSTAND THAT AN ACTIVE SUBSCRIPTION IS REQUIRED IN ORDER TO RECEIVE SOFTWARE AND DOCUMENT UPDATES AND UPGRADES AND TO OBTAIN TECHNICAL SUPPORT, INCLUDING, BUT NOT LIMITED TO, REGISTRATION, RE-REGISTRATION AND AUTHORIZED TRANSFER BY LICENSEE OF THE SOFTWARE TO ANOTHER COMPUTER, and that I may cancel my order for subscription services for a full refund of any monies paid to Promethean within thirty (30) days of the above date or until I have registered my TurboLaw Document Library Interface, whichever comes first. In the event I shall elect to cancel within said thirty (30) days, I hereby agree to permit Promethean to uninstall the TurboLaw Document Library Interface and all accumulated documents from my computer(s), either manually or via remote control, at Promethean’s exclusive option. I understand that the document libraries selected above will remain available to me upon fulfillment of the first year’s terms even if I elect not to renew my subscription. Further terms and conditions are contained in the TurboLaw Software License Subscription Agreement below.
TURBOLAW® TIME AND BILLING SOFTWARE MONTHLY SUBSCRIPTION AGREEMENT (as applicable)
I agree to subscribe to the services selected on a monthly basis commencing on the purchase date at the monthly subscription rate for the selected services until I provide notice of cancellation in writing to Promethean. Upon expiration of my second subscription year, Promethean reserves the right to increase my “Subscription Price per Month” subscription rate upon written notice to me given not less than sixty (60) days prior to the effective date of such increase. I UNDERSTAND THAT AN ACTIVE SUBSCRIPTION IS REQUIRED IN ORDER TO USE THE SOFTWARE AND TO RECEIVE SOFTWARE UPDATES AND UPGRADES AND TO OBTAIN TECHNICAL SUPPORT, INCLUDING, BUT NOT LIMITED TO, ACTIVATION, RE-ACTIVATION AND AUTHORIZED TRANSFER BY LICENSEE OF THE SOFTWARE TO ANOTHER COMPUTER, and that I may cancel my order for subscription services for a full refund of any monies paid to Promethean within thirty (30) days of the above date. Further terms and conditions are contained in the TurboLaw Software License Subscription Agreement below.
TURBOLAW® SOFTWARE LICENSE SUBSCRIPTION AGREEMENT
This Agreement is a subscription contract for services setting forth the terms and conditions of the license to use TURBOLAW® DOCUMENT SOFTWARE and/or TURBOLAW® TIME AND BILLING SOFTWARE as defined below. Additional terms and restrictions as to use of the Software by Licensee are contained in the respective Promethean Software Corporation End-User License Subscription Agreement(s) and are incorporated herein by reference. It is understood that this Agreement shall have been executed by a person having the capacity to bind the firm and its partners, associates, shareholders or members. This Agreement is terminable by either party pursuant to the terms contained herein and, unless otherwise terminated consistent herewith, shall automatically renew from year to year thereafter upon the anniversary date hereof in the case of TURBOLAW® DOCUMENT SOFTWARE and from month to month thereafter in the case of TURBOLAW® TIME AND BILLING SOFTWARE.
SOFTWARE: The term “Software” shall mean TURBOLAW® DOCUMENT SOFTWARE or TURBOLAW® TIME AND BILLING SOFTWARE or any or all thereof, as applicable, and any other computer software or electronic files provided by Promethean Software Corporation (hereinafter “Promethean”) to Licensee under the terms of this Agreement.
LICENSEE: The term “Licensee” shall mean the individual customer or customer firm to whom is granted the License(s) under the terms of this Agreement.
CONTACT PERSON: The term “Contact Person” shall mean the person designated by the Licensee, if another, to receive all notices or other information regarding or affecting the License(s) or the Software. Licensee agrees to provide to Promethean with the name, address, telephone number and email address of said Contact Person and any changes thereto.
TURBOLAW® DOCUMENT SOFTWARE
PAYMENT TERMS AND TERMINATION: This annual subscription contract for services is payable by means of a Monthly Subscription Fee, which fee shall be chargeable and accrue on or about the same business day of each month until termination of this Agreement by Promethean or until Licensee notifies Promethean of, and Promethean receives, notice of termination by Licensee in writing not more than thirty (30) days preceding the anniversary date of this Agreement. Payment of Monthly Subscription Fees shall be made automatically by means of a charge by Promethean against Licensee’s bank debit or credit card account, and Licensee agrees to keep said account current and in good standing such that charges against same may be collected; and further, to provide Promethean promptly of any change in account number, date of expiration or any other information necessary to ensure uninterrupted processing of said monthly payment. Promethean is not obligated to prorate or to refund any accrued Monthly Subscription Fees. Promethean retains the right to terminate Licensee’s access to the Software in the event that Licensee is delinquent or has unpaid late payment fees as defined in the “Late Fees” section of this Agreement, or both. Promethean retains the right to refuse to re-license any person or firm after termination of the Agreement by either party. AN ACTIVE SUBSCRIPTION IS REQUIRED IN ORDER TO RECEIVE SOFTWARE UPDATES AND UPGRADES AND TO OBTAIN TECHNICAL SUPPORT, INCLUDING, BUT NOT LIMITED TO, REGISTRATION, RE-REGISTRATION AND AUTHORIZED TRANSFER BY LICENSEE OF THE SOFTWARE TO ANOTHER USER, AND TERMINATION OF LICENSEE’S SUBSCRIPTION FOR ANY REASON SHALL FORTHWITH SERVE TO DENY ACCESS TO THE SOFTWARE AND THESE SERVICES AS AFORESAID.
LATE FEES: Monthly Subscription Fees are due and payable to Promethean at its offices in Fitchburg, Massachusetts, on or about the same business day of each month in advance without demand (hereinafter “Due Date”). If for any reason said Monthly Subscription Fee is not received by the tenth (10th) day of any month next following the Due Date, Promethean shall consider the account delinquent and a late payment fee of $22.00 may, at Promethean’s sole discretion, be assessed for each month such account is delinquent. In the event that a statutory provision governs the computation of interest or late fees, interest or late fees shall be computed based upon such applicable statutory provision.
TURBOLAW® TIME AND BILLING SOFTWARE
PAYMENT TERMS AND TERMINATION: This monthly subscription contract for services is payable by means of a Monthly Subscription Fee, which fee shall be chargeable and accrue on or about the same business day of each month until termination of this Agreement by Promethean or until Licensee notifies Promethean of, and Promethean receives, notice of termination by Licensee in writing not less than thirty (30) days before the intended cancellation date of this Agreement. Payment of Monthly Subscription Fees shall be made automatically by means of a charge by Promethean against Licensee’s bank debit or credit card account, and Licensee agrees to keep said account current and in good standing such that charges against same may be collected; and further, to provide Promethean promptly of any change in account number, date of expiration or any other information necessary to ensure uninterrupted processing of said monthly payment. Promethean is not obligated to prorate or to refund any accrued Monthly Subscription Fees. Monthly Subscription Fees are due and payable to Promethean at its offices in Fitchburg, Massachusetts, on or about the same business day of each month in advance without demand (hereinafter “Due Date”). Any Monthly Subscription Fees that are due and payable to, and not received by, Promethean by the Due Date shall be considered delinquent. Promethean retains the right to, and shall, terminate Licensee’s access to the Software in the event that Licensee is delinquent as defined above. AN ACTIVE SUBSCRIPTION IS REQUIRED IN ORDER TO USE THE SOFTWARE OR TO RECEIVE SOFTWARE UPDATES AND UPGRADES AND TO OBTAIN TECHNICAL SUPPORT, INCLUDING, BUT NOT LIMITED TO, ACTIVATION, RE-ACTIVATION AND AUTHORIZED TRANSFER BY LICENSEE OF THE SOFTWARE TO ANOTHER USER, AND TERMINATION OF LICENSEE’S SUBSCRIPTION FOR ANY REASON SHALL FORTHWITH SERVE TO DENY ACCESS TO THE SOFTWARE AND THESE SERVICES AS AFORESAID.
ADDITIONAL TERMS
UPDATES: Except as otherwise provided in this Agreement, while this Agreement is in effect, Promethean shall provide Licensee with all applicable updates and upgrades for the Software at no additional charge. Promethean reserves the right to provide updates and upgrades via Internet download or via CD-ROM or other medium to be determined at the sole discretion of Promethean. Current updates and upgrades shall not be made available to a Licensee who is delinquent as defined above.
ADDITIONAL SERVICES: Promethean provides training materials accessible within the Software and online at www.turbolaw.com. Promethean offers unlimited, toll-free customer support relative to the Software at no additional charge to current subscribers. Promethean reserves the right to change, add or remove items from the list of Additional Services, whether free or chargeable, or to charge a fee for any Additional Service prior to its delivery and to deny the Additional Service to any Licensee for any reason in the sole discretion of Promethean. These and other services may be offered to Licensee by mail, electronic mail, text messaging, telephone, facsimile, by means of the Promethean web site or by any other method, at the sole discretion of Promethean.
GRANT OF LICENSE: Promethean grants to Licensee such number of licenses to use the Software as to which Licensee shall subscribe. Licenses may be used on a computer network and/or individual stand-alone computers. One license is required for each authorized workstation whether on a network or stand-alone, regardless of number of users. For purposes of “thin client” applications, e.g., Microsoft Terminal Services, Microsoft Remote Desktop Services, Citrix XenApp, et als., a license shall be required for each client that accesses the Software. Additional licenses may be added to Licensee’s Monthly Subscription Fee. In the event that Monthly Subscription Fee payments are not received as provided for in this Agreement, Promethean may revoke the Grant of License in this Agreement without further notice to Licensee.
LIMITED WARRANTY: THIS SOFTWARE IS PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROMETHEAN DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK RELATED TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS ON THE LICENSEE. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. In the event Promethean fails to remedy material defects in the Software, Licensee’s exclusive remedy shall be, at Promethean’s option, either (a) to receive a refund not to exceed the license fee paid hereunder for the current term of the Agreement, or (b) to correct the Software at Promethean’s sole expense.
NO LIABILITY FOR DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROMETHEAN BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF PROMETHEAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
DEFAULT: In the event of Licensee’s default under this Agreement, or if suit is brought for collection or enforcement through any judicial proceeding, Licensee agrees to pay Promethean all costs of collection and enforcement, including reasonable attorney’s fees and court costs, in addition to other amounts due. In the event of default, all amounts due to Promethean shall accrue interest at the highest rate allowed by law.
GENERAL: In the event the terms of this Agreement conflict with any other representations, either express or implied, made by any person or contained within any materials supplied by Promethean, the provisions of this Agreement shall prevail. All prices and terms are subject to change and Promethean reserves the right to increase Licensee’s Monthly Subscription Fee rate upon written notice to Licensee given not less than sixty (60) days prior to the effective date thereof. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable then the provision shall be severed and the other provisions shall remain in full force and effect. Venue for any cause of action arising under or in connection with this Agreement shall be Worcester County, Massachusetts, for state law matters and the District of Massachusetts, Boston, Massachusetts, for federal law matters. Licensee’s acceptance of this Agreement constitutes express written consent for Promethean to send information to Licensee or Licensee’s designee for any purpose via facsimile transmission or by text messaging to any wireless device number that Licensee or Licensee’s designee provides to Promethean, and constitutes express consent for Promethean to contact Licensee or Licensee’s designee via telephone or electronic mail, or via any wireless telephone number that Licensee or Licensee’s designee provides to Promethean. Failure by Promethean to exercise any of its rights under this Agreement shall not be construed as to waive Promethean’s ability to exercise such rights thereafter.