TRIAL TEMPLATE LICENSE AND USER AGREEMENT
A. “You”, “Your”, and/or “Licensee” refers to the person, company, law firm, or legal entity that has entered into this Agreement and who is being granted the license to use the Trial Template products, programs, and/or services, including the Licensed Materials, as defined below.
B. “We”, “Our”, “Us”, “Trial Template”, and/or “Licensor” refers to the company Trial Template, LLC, A California Limited Liability Company, and its employees, officers, directors, agents, and assigns.
C. “Ordering Document” means the written document between You and Trial Template pertaining to Your order and payment for use of the Licensed Materials and any additional services.
D. “Licensed Materials” means the Trial Template products, programs, materials, methods, intellectual property, and/or services being provided to You under the terms of this Agreement and the accompanying Ordering Document.
E. “Website” refers to the Trial Template website located at TrialTemplate.com, and any other associated website addresses through which the Licensed Materials may be accessed.
F. “Third Party Materials” means certain third party software, related components, documentation, technology, programs and knowhow, including but not limited to Microsoft PowerPoint, being used in connection with the Licensed Materials, which is required in order to access and use the Licensed Materials, and for which Licensee has or will obtain proper authority to such use from that third party.
G. “Third Parties” mean any person, company, law firm, legal entity, or service provider not including You or Trial Template. Such Third Parties, to the extent that they are connected with any transaction between You and Trial Template, such as payment platform services, may have their own policies independent of Trial Template. To the extent that your use of the Licensed Materials may require you to use such Third Party services, you are required to become independently familiar with the policies of such Third Parties prior to proceeding with any transaction connected with such Third Parties.
H. “Users” refers to You or those individuals authorized by You or on Your behalf to use the Licensed Materials, as defined in this Agreement.
2. APPLICABILITY OF AGREEMENT
This Agreement is valid for the Licensed Materials described herein and any related documents including the order documentation which accompanies this Agreement. This Agreement is between You and Trial Template, LLC, a California Limited Liability Company located at 515A Capitola Avenue, Capitola CA, 95010, with legal notices, unless otherwise stated in this Agreement, to be sent to 826 Bay Avenue #1082, Capitola CA, 95010.
3. SCOPE OF LICENSE
A. License and Rights Granted. In consideration of the mutual covenants, and subject to the provisions contained within in this Agreement, We hereby grant to You a revocable, non-exclusive, non-assignable, renewable worldwide license and right to use the Licensed Materials, which may be accessed through the Website, and/or via a downloaded install program solely for your business operations and/or commercial activities in the legal industry space, as described herein and subject to the term of this Agreement. Your License and related rights are contingent upon Trial Template’s acceptance of your Ordering Document and are also subject to the terms and policies set forth in the Ordering Document as well as the policies of the website. We will provide You with ongoing updates and current developments related to the Licensed Materials, as well as updates to the Policies in our Terms and Conditions, as We deem appropriate.
(i) Users. You may allow authorized Users to use the Licensed Materials solely for the purposes set forth in this Agreement. You are responsible for Your Users’ compliance with the terms of this Agreement. You further agree to make every reasonable effort to prevent unauthorized third parties from accessing and/or using the Licensed Materials. If We determine that You are improperly allowing unauthorized third parties to access the website and/or the Licensed Materials, Your account may be subject to immediate termination.
B. Support Services. We may provide certain support services related to Your use of the Licensed Materials, as specifically set out in the Ordering Document. Any obligations on Our part with regard to upgrades, enhancements, support services, and/or remedies for problems or errors related to the Licensed Materials will be limited to those expressly set forth in this Agreement and/or the Ordering Document.
C. Restrictions. Without limitation to the generality of the foregoing, You agree to use the Licensed Materials only for purposes described herein, and expressly agree that You do not have the rights to:
(i) own title to, or transfer title to the Licensed Materials to any other another party;
(ii) sublicense, sell, rent, lease, transfer, assign, distribute, permit timesharing, or otherwise provide copies of the Licensed Materials or any rights related thereto, to any other party;
(iii) remove or modify any of Licensor’s markings or notices of its proprietary rights related to the Licensed Materials;
(iv) modify, enhance, disassemble, reverse compile, reverse-engineer, or create substantially derived forms of the Licensed Materials, or access or use the Licensed Materials in order to build, support, or otherwise assist any third party in building or supporting, any products or services in competition with the Licensed Materials; or
(v) use or permit the use of the Licensed Materials to create, post, publish, or otherwise transmit any material or information that may: (a) harass any person or cause damage or injury to any person or property; (b) involve the publication of false, defamatory, harassing, or obscene material; (c) violate any person’s privacy rights or promote bigotry, racism, hatred or harm; (d) constitute an infringement of any other person or entity’s intellectual property and/or other proprietary rights; or (f) otherwise violate any applicable laws, regulations, or ordinances.
You agree to defend and indemnify Licensor against any potential claim(s) arising out of or related to any violation of Your obligations pursuant to this section. Any violation of the terms of this Section may result in the immediate termination of your account, and Licensor’s rights to all remedies legal and equitable shall unabridged regardless of whether Your account is terminated.
The term of this Agreement will commence upon the date that Your acceptance of of this Agreement and the mutual acceptance of this Agreement by Trial Template have been given, and and shall continue for the duration of time as set forth in the Ordering Document.
5. INTELLECTUAL PROPERTY AND OWNERSHIP
The Licensed Materials, including all related copyrights, logos, product names, trademarks, and patents, are the sole property of Licensor (“Intellectual Property”) and are protected under all applicable laws. Licensor retains all ownership and intellectual property rights to any and all further developments and enhancements that it makes related to the Licensed Materials. You will have no right to use any of Licensor’s Intellectual Property except for those purposes specifically related to the grant of Your license to use the Licensed Materials, as set forth in this Agreement.
You retain all ownership and intellectual property rights in and related to Your data and the information You furnish in connection with Your use of the Licensed Materials.
You are solely responsible for obtaining any and all Third Party Materials necessary for Your use of the Licensed Materials. Your rights to use any Third Party Materials are governed by the terms of those third parties’ agreements, and not this Agreement.
6. WARRANTIES AND DISCLAIMERS
The provisions contained within this section do not apply to any Third Party Materials. Licensor warrants that it is the owner of the Licensed Materials, and that it has the right and authority to grant the license described in this Agreement. Licensor warrants that Licensed Materials will operate in all material respects in accordance with the terms and policies described in this Agreement and/or the Ordering Document. Licensor further warrants that the Licensed Materials will be provided to You in a professional manner that is consistent with industry standards. You must notify Licensor of any problems, errors, deficiencies, or defects related to the Licensed Materials within the time frame set forth in the Ordering Document. Licensor does not warrant, guarantee, or make any representation that the Licensed Materials will meet Your requirements or produce any guaranteed results for Your business operations and/or legal activities. No other verbal or written representations provided by Licensor will create a warranty or increase Our liability in any way, and You agree not to rely on any such information or representations, except for those which may be specifically stated in the Ordering Document which accompanies this Agreement.
LICENSOR DOES NOT GUARANTEE THAT THE LICENSED MATERIALS WILL BE ERROR-FREE OR UNINTERRUPTED. LICENSOR DOES NOT GUARANTEE THAT IT CAN OR WILL CORRECT ALL PROGRAM ERRORS RELATED TO THE LICENSED MATERIALS. LICENSOR MAKES NO GUARANTEES WITH REGARD TO ANY THIRD PARTY MATERIALS NECESSARY FOR YOUR USE OF THE LICENSED MATERIALS. LICENSEE ACKNOWLEDGES THAT LICENSOR DOES NOT CONTROL THE THIRD PARTY MATERIALS THAT ARE NECESSARY FOR YOUR USE OF THE LICENSED MATERIALS, AND THAT LICENSOR IS NOT RESPONSIBLE FOR ANY PROBLEMS OR DAMAGES THAT MAY RESULT FROM OR IN CONNECTION WITH YOUR USE OF THE THIRD PARTY MATERIALS. LICENSEE ACKNOWLEDGES THAT LICENSOR DOES NOT CONTROL THE TRANSFER OF DATA OVER TECHNOLOGY AND COMMUNICATIONS DEVICES, INCLUDING THE WEBSITE AND THE INTERNET, AND THAT ACCESS TO THE LICENSED MATERIALS MAY BE SUBJECT TO CERTAIN LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH TECHNOLOGY AND COMMUNICATIONS DEVICES. LICENSOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE THAT MAY RESULT FROM ANY SUCH PROBLEMS. FURTHER LICENSOR IS NOT RESPONSIBLE FOR ANY PROBLEMS OR DAMAGES THAT RESULT FROM YOUR MISUSE OF THE LICENSED MATERIALS IN ANY MANNER OTHER THAN THE INTENDED USE OF THE MATERIALS.
FOR ANY BREACH OF THE ABOVE WARRANTIES, LICENSEE’S EXCLUSIVE REMEDY, AND LICENSOR’S ENTIRE LIABILITY, SHALL BE: (A) THE CORRECTION OF ERRORS RELATED TO THE LICENSED MATERIALS THAT CAUSE THE BREACH OF THE WARRANTY; OR (B) IF LICENSOR CANNOT SUBSTANTIALLY CORRECT SAID BREACH IN A COMMERCIALLY REASONABLE MANNER, LICENSEE MAY CHOOSE TO TERMINATE THE LICENSE AND RECOVER ANY UNUSED, PREPAID FEES PAID FOR THE LICENSE ON A PRORATED BASIS.
LICENSOR MAKES NO WARRANTIES FOR SERVICES. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND LICENSOR MAKES NO EXPRESS REPRESENTATIONS, WARRANTIES, OR ACCEPTS ANY CONDITIONS EXCEPT THOSE EXPRESSLY STATED IN THIS SECTION OF THE AGREEMENT. LICENSOR DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS, AND LIKEWISE, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
7. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY LICENSEE, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTIONS TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION, THE COST OF RECOVERING SUCH LOST INFORMATION, THE COST OF SUBSTITUTE PROGRAMS OR INTELLECTUAL PROPERTY, OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE LICENSED MATERIALS, REGARDLESS OF WHETHER LICENSEE HAS NOTIFIED LICENSOR OF THE POSSIBILITY OF ANY SUCH DAMAGES. LICENSOR’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR LICENSEE’S ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES LICENSEE ACTUALLY PAID TO LICENSOR IN THE ORDERING DOCUMENT ACCOMPANYING THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF THE LICENSED MATERIALS, ANY SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT OF FEES YOU PAID LICENSOR FOR THE DEFICIENT PORTION OF THE LICENSED MATERIALS WHICH GIVE RISE TO THE LIABILITY. ANY DAMAGES IN FAVOR OF LICENSEE AGAINST LICENSOR SHALL BE REDUCED BY ANY REFUND OR CREDIT LICENSEE RECEIVES FROM LICENSOR AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS LICENSOR’S LIMITATION OF LIABILITY.
Licensee agrees to hold harmless, indemnify, and defend Licensor and its employees, officers, directors, agents, and assigns, from and against any action, cause, claim, damage, debt, demand, or liability, including costs and attorney’s fees, asserted by any person or entity, arising out of or related to: (A) this Agreement, including any work or services provided to Licensee by Licensor pursuant to this Agreement and/or the accompanying Ordering Document; and (B) Licensee’s use of the Licensed Materials, including but not limited to, any prohibited use of the Licensed materials, as described in this Agreement, and including but not limited to any claims of third parties against the Licensee for actions of malpractice and/or professional negligence.
9. END OF AGREEMENT; SURVIVAL OF CERTAIN TERMS
The license and rights provided under this Agreement shall be provided for the term set forth in the Ordering Document, unless terminated earlier in accordance with this Agreement or the Ordering Document. At the end of the term or upon earlier termination, all of Your rights to access or use the Licensed Materials shall end, and You agree to discontinue all use of the Licensed Materials. You agree and acknowledge that Licensor has no obligation to retain Your data and that Your data may be irretrievably deleted following the end of the Agreement. Provisions that survive the termination or expiration of this Agreement are those related to limitation of liability and exclusive remedies, indemnification, fees and taxes, and any others terms which by their nature are intended to survive.
10. PURCHASE AND PAYMENT TERMS
Trial Template, LLC, shall make the purchased Products available to You pursuant to this Agreement and the relevant Order Forms during the subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Trial Template, LLC, regarding future functionality or features.
A. User Subscriptions. Unless otherwise specified in the applicable Order Form, Products are purchased as Agency/Firm/Sole Proprietor subscriptions and may be accessed, within reason, by an unlimited number of individual users provided that each user is an employee or contractor of the Subscriber and only uses the Products in furtherance of business objectives of the Subscriber. The user identification and password can only be used by all employees and contractors of the Subscriber Agency/Firm/Sole Proprietor.
B. Purchased Products. Certain products are available for purchase on the Website and become the property of the Purchaser upon purchase for the Purchaser’s sole use. The Purchaser is not permitted to resell or license any purchased products to any third parties at any time.
C. Subscription and Purchase Fees. You shall pay all fees specified in all Order Forms in connection with any purchase or license. Except as otherwise specified herein or in an Order Form, (a) fees are based on Products purchased or Licensed and (b) payment obligations are non-cancelable and fees paid are non-refundable. User subscription fees are based on quarterly or annual payments that are made one-time on the subscription start date or with the first installment payment due on the start date and each quarterly anniversary thereafter on the 15th day of the anniversary month.
D. Invoicing and Payment. You will provide Trial Template, LLC, with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to Trial Template, LLC. If You provide credit card information to Trial Template, LLC, You authorize Trial Template, LLC to charge such credit for all Products and/or Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Trial Template, LLC, will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 15 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information to Trial Template, LLC.
E. Overdue Charges. If any charges are not received from You by the due date, then at Trial Template, LLC’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) Trial Template, LLC, may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.5 (Invoicing and Payment).
F. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Trial Template, LLC, services is 30 or more days overdue, Trial Template, LLC, may, without limiting other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Your Product usage until such amounts are paid in full.
G. Taxes. Unless otherwise stated, Trial Template, LLC’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, ” Taxes”). The fees and taxes that You owe may not be based on the State in which you live, but rather the laws of the state of California. You are responsible for paying all Taxes associated with Your purchases hereunder. If Trial Template, LLC, has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Trial Template, LLC with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Trial Template, LLC, is solely responsible for taxes assessable against it based on Trial Template, LLC’s income, property and employees.
11. NONDISCLOSURE AND CONFIDENTIALITY
By virtue of the Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). The parties each agree to disclose only such information as is required for the performance of obligations under this Agreement. Confidential Information shall be identified as such at the time of disclosure. Confidential Information shall not include any information that: (A) is or becomes a part of the public domain through no act of the other party; (B) is already known to the receiving party as of the date of the disclosure; (C) was in the other party’s lawful possession, custody, or control prior to the disclosure, and had not been obtained by the other party, either directly or indirectly, from the disclosing party; (D) is lawfully disclosed to the receiving party by a third party without restriction on the disclosure; or (E) is independently developed by the other party. Nothing shall prevent either party from disclosing Confidential Information in any legal proceeding arising from or related to this Agreement, or from disclosure as required by law.
The export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Licensed Materials. You agree to comply fully with all relevant export laws and regulations of the United States as well as any other applicable export and import laws to assure that neither the Licensed Materials, nor any direct product thereof, are exported, directly or indirectly, in violation of any applicable laws.
13. RELATIONSHIP OF THE PARTIES
The relationship of the parties to this Agreement is that of licensor and licensee, and the parties agree that no partnership, joint venture, agency, or employment relationship exists. Any third party companies or persons that You retain to provide any services related to or which use the Licensed Materials are independent of Licensor and are not its agents or employees. Licensor shall not be liable for or bound by the acts of any such third parties.
14. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of California. The parties expressly consent to the exclusive jurisdiction and venue of the federal and state courts within the State of California to adjudicate any dispute arising out of or related to this Agreement. The Uniform Computer Information Transactions Act does not apply to this agreement or any orders placed under the Ordering Document. Venue shall be laid in a California County where Licensor has its principal place of business, or has any of its locations or facilities located.
15. DISPUTE RESOLUTION
You acknowledge that Trial Template, LLC, not Microsoft Office, or any other third party, is responsible for all claims made by you regarding the Trial Template product. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees, with any such reasonable attorneys’ fees award being capped at $15,000.00 USD. Any such arbitration shall be conducted by an arbitrator experienced in disputes under software licensing agreements and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
16. FORCE MAJEURE
Licensor shall not be liable for any delay or failure in performance related to the Licensed Materials caused by circumstances beyond its reasonable control.
17. DATA AND PRIVACY
18. CUSTOMER REFERENCE
You agree that We may identify you as a Trial Template customer and a user of Our Licensed Materials, and that We may and use Your name and logo in Our sales presentations, marketing materials, press releases, and any other materials developed for Our promotional purposes. If You do not want Us to use Your name or logo in Our promotional materials, you may contact Us to notify Us of Your request.
19. SUCCESSORS AND ASSIGNS
You may not assign Your rights and duties under this Agreement to any other party at any time without first obtaining the express written consent of Licensor, which shall not be unreasonably withheld. This Agreement will inure to the benefit of and will be binding on Licensor and its respective successors and permitted assigns. In the event of a corporate merger, change in form of business entity, divestiture or asset sale, Licensor will have the right to transfer and assign its rights and obligations hereunder to a third party (“Assignee”), upon written notice to You, provided that Licensor causes the Assignee to agree in writing to all of the terms contained in this Agreement.
20. THIRD PARTY WEBSITES, CONTENT, PRODUCTS, AND SERVICES
The Licensed Materials and associated Website may include links to third party websites and access to the content, products, and services of third parties, including but not limited to other customers and users, advertisers, affiliates, and sponsors of those third parties. Licensor is not responsible for any third party websites or third party content, products, and/or services, and You bear all risk and responsibilities associated with Your access to and use of any such third party websites, content, products, and/or services.
The provisions in this Agreement are to be considered separately, and if any provision herein should be found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in effect and this Agreement will be deemed to have the effect as if such provision were severed from this Agreement.
All notices and/or communications required or permitted under this Agreement must be made in writing and sent by registered or certified mail, postage prepaid, return receipt requested, to the parties at the respective addresses provided to each other in the Ordering Document which accompanies this Agreement, or to such other addresses as the parties may later specify by giving notice as provided in this section. Notices to Licensor may also be sent to the following address: 826 Bay Avenue #1082, Capitola CA, 95010.
23. ENTIRE AGREEMENT
You agree that this Agreement (including the information which is incorporated into the Agreement by reference, including the Ordering Document), is the complete agreement for the Licensed Materials ordered by You, and that this Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, related to the Licensed Materials. Licensor may revise the terms of this Agreement at any time as it deems appropriate and necessary by updating these terms and by providing written notice to You of those changes.