PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
This Software Licensing Agreement (the “Agreement”) is entered into on the Date of Order Form Execution (the Effective Date”), between (“Subscriber”), and Law Ruler Software, LLC., a Delaware corporation, with its principal location at 5301 N Federal Hwy #230, Boca Raton, FL 33487 (hereinafter referred to as “LRS”). For purposes of this Agreement, Subscriber and Licensor each will be referred to individually as a “Party” and together as the “Parties.”
WHEREAS, Subscriber is a law firm authorized to provide legal services as defined by the State Bar Association where the law firm is located and/or provides legal services.
WHEREAS, LRS has developed the web/cloud-based LAW RULERTM SOFTWARE legal case intake and case management software to be used by lawyers and law firms- to assist them in the client intake, conversion, and client management process.
WHEREAS, Subscriber wishes to utilize the LAW RULERTM SOFTWARE to assist him with the client intake, conversion, and client management process.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. USE OF LAW RULER.
1.1 GRANT. Licensor hereby grants the Subscriber a limited, non-exclusive and non-transferable license, without right of sublicense, during the Term to access and display on Subscriber’s Display Devices within the United States, the Law Ruler Software, hereinafter “Service”, and to permit Authorized Users to use the Service, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are reserved to Licensor.
1.2 SCOPE. The license granted to Subscriber hereunder is limited to a single, authorized Application for the display and retrieval of the Service on an Authorized User’s desktop. The license does not extend to multiple applications for the display or retrieval of content within the Services. Nothing in this Agreement shall obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to subscribers generally.
1.3 RESTRICTIONS OF USE. Subscriber shall not edit, alter, abridge or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to:
(a) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
(b) modify, translate, adapt, alter, or create derivative works from the Service;
(c) copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Service; or
(d) distribute, sublicense, rent, lease, loan [or grant any third party access to or use of] the Service to any third party.
As used herein, the “Agreement” shall mean these terms and conditions, the Order Form, and any written amendments signed by both parties; “Application” shall mean either the Licensor-developed application used by Subscriber for the Service hereunder; “Authorized Users” shall mean Subscriber’s employees and independent contractors working for Subscriber in the ordinary course of Subscriber’s business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Subscriber to access the Service; and (iii) concurrent users who specifically sign up for such service; “Billing Start Date” shall mean the date identified on the Order Form as the date from which billing shall be calculated (which under no circumstances shall be later than the Service Start Date, as defined below); “Display Devices” shall mean any display device used to access and display the Service; the “Service” shall mean Licensor’s information applications subscribed to by Subscriber hereunder; “Service Start Date” shall mean the date from which Subscriber receives the applicable Service; “Fees” shall mean the fees payable pursuant to this Agreement hereof; “Office” shall mean the address(es) of Subscriber’s office(s) in which a Display Device is located including clients located at multiple locations which specifically subscribe for this service; “Order Form” shall mean the attached Order Form that sets out the commercial terms and is executed by the parties; “Term” shall mean the period identified in the Order Form, or any renewal term, as applicable; “Vendor”” shall mean the single distributor that delivers the Service to Subscriber as identified on the Order Form, subject to Licensor’s continuing authorization of such Vendor’s Application.
2. FEES AND PAYMENT.
(a) Fees. In exchange for the license granted above, commencing on the Billing Start Date, Subscriber shall pay Licensor for the Term hereof the Fees, payable in advance, based on the Services and the number of Users identified in the Order Form, and on any other commercial terms contained in this Agreement. Subscriber shall inform Licensor of any increases in the number of Users no later than seven (7) days after the date of such increase and the Order Form will be deemed amended accordingly.
(b) Late Payments. If Subscriber fails to pay the Fees by the due date specified on the invoice, Licensor shall be entitled to interest from the day on which the Fees are due. Both parties agree that the rate of interest on overdue invoices shall be 1.5 per cent per month; or the maximum authorized by law; whichever is greater.
(c) Taxes. Subscriber will be responsible for, and will promptly pay or reimburse Licensor for, the payment of all sales, use, excise, value-added or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Licensor that is in accordance with the direction or request of Subscriber) that are based on or with respect to any Services or goods provided by Licensor to Subscriber, or the amounts payable to Licensor therefore.
3. DELIVERY AND ACCEPTANCE.
If the Service is delivered to Subscriber via the Display Device, Licensor will make the Service available to Subscriber as indicated on the Order Form. The Service will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades (“Corrections”) to the Service will be deemed accepted by Subscriber on the day such Corrections are delivered.
4. COPYRIGHT PROTECTION; USE RESTRICTIONS; SECURITY.
Subscriber agrees that the Service and specifications, including without limitation the editorial coding and metadata contained therein, are the property of Licensor or Licensor’s licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Subscriber agrees that only Authorized Users shall be permitted access to the Service. Except as set forth herein, no clients or other persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber’s business may be Authorized Users. Subscriber shall not reverse engineer, decompile or disassemble any part of the Service. Subscriber further agrees that neither Subscriber nor any Authorized User shall store (except as permitted for retrieval and display purposes only), copy, reproduce, retransmit, disseminate, sublicense, sell, distribute, publish, broadcast, circulate, create derivative works (including, without limitation, trading algorithms), test algorithms in conjunction with, or distribute by any means the Service in whole or in part to anyone, including, but not limited to, other employees of Subscriber, without Licensor’s express prior written consent; provided, however, that Authorized Users may on an occasional basis in the normal course of business include limited portions of the Service (a) in oral and (with proper attribution to the respective Service) non-electronic written communications with clients and other employees, and (b) in email and instant messaging communications with other employees and/or securities professionals. Without limiting the foregoing, under no circumstances shall distribution under this Section by Subscriber be permitted if such distribution may be viewed as a substitute for a subscription to the Service itself.
Subscriber agrees that when using the Service in this way, the facts, content and intent of the Service will not be changed in form or in spirit or otherwise in any way be prejudicial to the integrity of the Service or Licensor.
5. PROFESSIONAL SERVICES.
During the term of this Agreement, Subscriber may request Licensor to perform computer professional services in the nature of software development, customization add-in, documentation and/or integration services (hereinafter, “Professional Services”). Upon receipt of a request, Licensor may provide Subscriber with a written proposal, and when the parties agree to all requirements of the proposed Professional Services, a Task Order for the Professional Services shall be executed by the parties. All Task Orders shall be subject to the terms and conditions of this Agreement. Services performed by Licensor are not exclusive to Subscriber, and Licensor may perform services of any type or nature for any other person or entity at any time.
6. TERM; TERMINATION.
(a) TERM. The term of this Agreement will commence on the Effective Date and will remain in effect for twelve months, whereupon this Agreement shall automatically extend for successive 12- month terms unless this Agreement is terminated earlier by either party in accordance with Section 4(b).
1. By LRS or Subscriber. Either party may terminate this Agreement after the first twelve month period with an advanced 30-day notice; otherwise, the agreement shall renew pursuant to Section 4(a).
2. By LRS Temporarily. LRS may suspend your access to the Law Ruler software and Website, upon email notice to you, if we determine that: (i) you are in breach of any of the covenants of this Agreement, including if you are delinquent on your payment obligations; or, (ii) You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar dissolution of the company’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
3. By LRS. LRS may terminate this Agreement for cause upon 15 days advance notice to the Subscriber if there is a material breach of default of this Agreement by the Subscriber, unless Subscriber has cured the material breach or default within the 15-day notice period.
(c) EFFECT OF TERMINATION.
Upon termination of this Agreement:
1. All Subscribers rights under this Agreement immediately terminate;
2. Subscriber remains responsible for any and all fees and charges it shall have incurred through the date of termination;
3. Subscriber is not entitled to a refund of any prepaid fees under this Agreement which are and shall remain the property of LRS;
4. Sections 4, 7, 8, 9, 10, and 11will continue to apply in accordance with their terms.
5. Any additional post-termination assistance from LRS is subject to mutual written agreement by LRS and Subscriber.
Company will not, under any circumstances, issue refunds for early contract cancellation.
SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND LICENSOR DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
(a) Subscriber Infringement Indemnity. Subscriber, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark (each a “Licensor Claim”) by way of Licensor’s use of any Subscriber Content that Subscriber provides to Licensor and Licensor uses in the provision of any Services.
(b) Licensor Infringement Indemnity. Licensor, at its expense, will defend, indemnify, and hold Subscriber harmless from and against any and all third party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Subscriber which directly relate to a claim, action, lawsuit, or proceeding made or brought against Subscriber by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark (each a “Subscriber Claim”) by way of Subscriber’s use of the Service that Licensor provides to Subscriber.
9. LIMITATION OF LIABILITY.
LICENSOR AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (“THE PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. SUBSCRIBER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FOR ANY LOSS, DAMAGE OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST LICENSOR RELATING TO ANY BREACH OF THIS AGREEMENT BY SUBSCRIBER.
In the course of performing this Agreement, the parties may disclose to each other Confidential Information. “Confidential Information” shall mean any and all non-public technical and non-technical information provided by either party to the other, including but not limited to (i) patent and patent applications; (ii) trades secrets; and (iii) proprietary information including but not limited to know-how, processes, software programs, software source documents, and formulae related to the current, future and proposed products and services of each of the parties, and including, without limitation, their respective
information concerning any and all client and client related information, research, experimental work, development, design details, and specifications, engineering, procurement requirements, purchasing, manufacturing, Subscriber lists, financial information, investors, employees, business and contractual relationships, business forecasts, sales, merchandising, marketing, plans and information the disclosing party provides regarding third parties. All Confidential Information shall remain the sole property of the disclosing party, and the receiving party shall have no interest in or rights with respect thereto except as expressly set forth in this Agreement. Each party agrees: (i) not to use any Confidential Information of the other party for any purpose except in the performance of its obligations under this Agreement or as otherwise expressly permitted hereunder; (ii) to disclose such Confidential Information only to employees (or third party subcontractors permitted under this Agreement) who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive that set forth herein; (iii) to protect such Confidential Information from unauthorized use, access or disclosure in the same manner that it protects its own similar Confidential Information, but, in no event with less care that a reasonably prudent business would exercise; and (iv) to promptly notify the other party of any actual or potential unauthorized access to or use of Confidential Information. The foregoing restrictions on disclosure shall not apply with respect to any information that (i) was already in the parties possession before disclosure; (ii) was or has become publicly available through no fault of the receiving party; (iii) has been received from a third party which the receiving party believed in good faith was legally authorized to hold and disclose such information; or (iv) is required to be disclosed pursuant to law or legal process; provided that in such event receiving party shall immediately notify disclosing party of such requirement and provides reasonable assistance in any efforts to protect the Information from disclosure. This Section 10 will survive any termination of the Agreement for a period of five (5) years with respect to non-technical information and in perpetuity with respect to information, including the software, the documentation thereof, any code, and any and all client and client related information.
11.1 Amendments. This Agreement shall only be amended, modified and supplemented only by a written agreement signed by all parties.
11.2 Entire Agreement. This Agreement, including the schedules and exhibits hereto and the documents, annexes, attachments, certificates and instruments referred to herein and therein, embodies the entire agreement and understanding of the parties hereto in respect of the agreements and transactions contemplated by this Agreement and supersedes all prior agreements, representations, warranties, promises, covenants, arrangements, communications and understandings, oral or written, express or implied, between the parties with respect to such transactions. There are no agreements, representations, warranties, promises, covenants, arrangements or understandings between the parties with respect to such transactions, other than those expressly set forth or referred to herein.
11.3 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
11.4 Successors and Assigns. Subscriber will not assign this Agreement, or delegate or sublicense any of its rights under this Agreement, without LRS’s prior written consent. Any assignment or transfer in violation of this Section 13.4 will be void. Subject to the foregoing, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.
11.5 Remedies. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.
11.6 Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to LRS at the address set forth below and to any other recipient at the address as indicated by LRS’s account records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices shall be deemed to have been given hereunder when delivered personally, three days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. LRS’s address is: Law Ruler Software, 5301 N Federal Hwy #230, Attn: Manager, Boca Raton, FL 33487.
11.7 Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the LRS’s chief executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.
11.8 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
11.9 Delays or Omissions; Waiver. No delay or omission to exercise any right, power or remedy accruing to any party hereto, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of, or estoppel with respect to, any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach or default under this Agreement, or an waiver on the part of any party of any provisions, obligations, covenants, agreements or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing.
11.10 Authority. Each individual executing this Agreement on behalf of a corporation, limited liability company, professional association or other entity and hereby warrants that he or she is authorized to do so and that this Agreement constitutes the legally binding obligation of the corporation, limited liability company, professional association or other entity that the individual represents.
11.11 Force Majeure. LRS and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its respective control, including acts of God, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquakes, hurricanes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
11.12 Independent Contractors. Subscriber and LRS are independent contractors, and neither party, nor their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
11.13 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. You shall not sublicense or allow another company or individual to use LRS without LRS written consent.
11.14. LRS is not a law firm and does not provide legal advice whatsoever. Subscriber agrees that LRS is not providing any legal advice or legal services by or through its Website or by any other means, and, Subscriber acknowledges that and will govern itself accordingly. Subscriber hereby acknowledges that the Website has been prepared for informational and reference purposes only and is not intended to provide legal advice. Subscriber should not rely on any information contained in the Website regarding any legal issues.
11.15 Governing Law. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Venue for any proceedings hereunder shall be exclusively in Broward County, Florida.
11.16 Dispute Resolution. In the event of any dispute arising out of any of the terms contained in this Agreement, you agree to the following:
(a) MEDIATION: Prior to the institution of any legal action, including Arbitration, the parties agree to participate, in good faith, in a mediation conference through the American Arbitration Association (AAA) in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures. The parties shall share the cost of the mediator equally. The mediation shall be scheduled within 45 days from the date that either party submits a written notice requesting the mediation conference to the other party. The mediation conference shall be conducted in Broward County, Florida or at another mutually agreed location.
(b) BINDING ARBITRATION: In the event either party does not agree or fails to participate in a mediation conference, pursuant to paragraph (a) above, the parties agree to submit any and all disputes arising out of these by-laws to binding arbitration to be conducted by a American Arbitration Association pursuant to the provisions of the AAA’s Commercial Arbitration Rules and Mediation Procedures. The arbitration shall be conducted within 60 days from the date of the impasse of the mediation conference, or within 60 days from the date either party submits the request through the AAA.
(c). ENFORCING ARBITRATION. Notwithstanding the foregoing, either party may seek an Order compelling arbitration with the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida and waive the defenses of lack of personal and/or subject matter jurisdiction and/or forum of non-convenience.
(d). PREVAILING PARTY ATTORNEYS FEES: In the event the either party obtains a judgment/ or arbitration award, the prevailing party shall recover reasonable cost and attorney’s fees from the non-prevailing party including appellate fees.
11.17. Exhibits A, B, and C are incorporated into this Agreement.
ACCEPTABLE USE POLICY (AUP)
Law Ruler’s Acceptable Use Policy (AUP) describes actions that are not permitted using Law Ruler. Law Ruler’s Terms of Service (ToS) describes the agreement between you and Law Ruler regarding the use of Law Ruler’s website and/or services.
Below is a list of highlights from the AUP of what practices are not allowed when sending and receiving SMS messages using Law Ruler. Please note that the following restrictions apply to the Subscriber of the Law Ruler account and to all authorized users. The following uses are not permitted on Law Ruler and are considered a non-curable breach of the Agreement subject to immediate termination by LRS.
Using Law Ruler numbers to provide emergency services, such as 911-types of communication
Inbound and outbound communications between emergency service providers and end users are explicitly not permitted on Law Ruler numbers. SMS notifications may be used to provide information during an emergency, but should not be used as a replacement for or a means to contacting actual emergency services. It is acceptable to use Law Ruler to send notifications that do not directly impact life safety. For example, early warning alerts, safety advisories, event cancellations, etc. are allowed.
Sending unsolicited messages
You shall only send SMS messages to recipients who have opted in to your service and are expecting communication from you. Law Ruler actively monitors for this kind of activity and we have the exclusive right to block the phone number or suspend your account if we receive complaints from your subscribers.
Sending mass marketing or bulk messaging using Law Ruler long code phone numbers
Mobile carriers do not allow marketing SMS messages, whether solicited or not, to be sent on regular 10-digit numbers. Marketing messages may only be sent using SMS codes (special 5 or 6-digit numbers). If you’re interested in a dedicated US SMS code, then please contact our sales or support team. Mass marketing restrictions vary from country to country. Law Ruler does not support mass marketing on US or international phone numbers.
Sending harassing or abusive messages
Sending threats, unwanted messages and “SMS-bombing” – sending many messages to a single number without the recipient’s permission – are not allowed on Law Ruler. You are responsible for ensuring that the users of your application do not send harassing or abusive messages.
Engaging in fraud, phishing or sending of sensitive data
Law Ruler takes fraud and abuse very seriously. Report it here. Sending messages with fraudulent information or phishing to request confidential information from subscribers is not allowed. You are also advised not to exchange financial information or any other sensitive personal information to your Subscribers over SMS.
Misrepresenting your identity (no spoofing)
Spoofing the Sender ID or otherwise attempting to mislead message recipients as to who is sending the SMS message is prohibited.
Sending messages with pornographic or objectionable images is strictly prohibited.
EXHIBIT B USAGE BASED SERVICES
• Additional charges do apply for usage of tracking lines for Local Calls at $0.05/Minute and for Toll-Free Calls for $0.08/Minute, and per SMS Text message $0.05 each, MMS Multimedia message $0.06 each
• Additional Call Tracking #’s are available for $3.00/Month for Local Numbers, and $5.00/Month for Toll-Free #’s
• Task Routing usage is $0.075 per route for each task routed through the Task Routing system
• Phone support and coaching is up to 2 hours per month after go-live is complete. Additional Training and non-software development related implementation assistance and support is available at the Professional Services Rate.
• E-Sign usage via API integration with Groupdocs Signature and HelloSign are priced at $1.00 Signature Request. Groupdocs and HelloSign are 3rd Parties subject to change at any time.
• All prices are for hosting Law Ruler at our US Based cloud provider unless otherwise specified.
• Each Law Ruler user license includes a maximum of 2500 emails sent per month from Law Ruler. The price per email beyond the plan limit is: $0.02 / per Email beyond the monthly limit per user license.
• These prices are for licensing Law Ruler software only and do not include licenses for third party software such as Appointlet, Adobe, DocuSign, live chat providers, phone system/call center software, integrations to outside vendors or 3rd parties not named.
• Additional Professional Services and Software Consulting Labor are available for customization, implementation, integration with other software solutions, and any other needs that may arise for $150.00 per Hour. This could also vary based on Scope of Work.
• All Usage Prices are valid for the U.S. and Canada Only. Please inquire about rates in other locations.
• All accounts will require a minimum Voice/SMS Text Prepaid Refill of $50 to activate Voice/SMS Texts usage to cover any use. This will not be refilled until the amount is depleted.
• Maximum individual file size is 32MB per file, but can be higher depending on the file type. Please inquire with questions.
• Each user license includes 5GB of data storage. Data storage for additional 1GB of Data storage is $10/Month.
• All usage-based charges are subject to change at any time without notice, since Law Ruler Software, LLC is reliant on its vendors pricing for all usage-based services and will include, but not limited to Call Tracking Phone Numbers, Voice Calls, Call Recordings, Call Transcriptions, Caller Name Lookups, Text/MMS Messaging, Task Routing, E-Sign (if included), Data Storage, Cloud Hosting, and any other usage-based services.
• The calculation of the API request limit based on user licenses is designed to allow sufficient capacity for your org based on your number of users. If you need a higher limit and you don’t want to purchase extra user licenses or upgrade this capacity, then please contact your account representative.
• BACKUP OF DATA. LRS makes regular daily backups of Subscriber data. Also, Subscriber will be able to have a backup of their data made available and is responsible for taking its own steps to maintain appropriate security, protection and backup and/or archiving of its own data. If requested to do so, within 10 business days, Company will provide a one-time Export of client data upon written request to firstname.lastname@example.org. An additional charge of $250 will be applied to Subscriber for a complete Export of client data. Law Ruler has an export feature built into the service that may be utilized at any time for no added charge.
• SUBSCRIBER ACCOUNT. To access Law Ruler, Subscriber must create an account thereon associated with a valid e-mail address. Subscriber is responsible for all activities that occur under its account, regardless of whether the activities are undertaken by you, your employees or a third party (including contractors or agents) and, except to the extent caused by our breach of this Agreement, LRS is not responsible for unauthorized access to your account. Subscriber will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen.
• PHONE NUMBERS (CALL TRACKING PHONE NUMBERS/SMS TEXT PHONE NUMBERS). Phone numbers provisioned by Licensor shall remain the property of Company until and unless legally transferred to Subscriber. Such transfer requires (i) completion of a transfer form, (ii) payment of the transfer fee then in effect, and (iii) payment of all outstanding invoices through the transfer request date plus an extra month of base fees. Phone numbers that belong to the Subscriber may be forwarded to phone numbers rented from Licensor at no additional charge other than usage.
EXHIBIT C SERVICE LEVEL SUPPORT AGREEMENT
Service Level and Support Services Agreement
Licensor will provide the Service to Subscriber, not including scheduled maintenance time. Scheduled maintenance time will not exceed ten (10) hours a month, and will take place during Non-Peak Hours whenever possible. “Non-Peak Hours” will be the hours between 12:00 AM and 7:00 AM EST.
Technical Contacts. During the Term and any renewal term of the Agreement, Licensor will make available a technical point of contact for Subscriber technical support inquiries which can be accessed by emailing email@example.com