This AMP Membership, previously known as “Annual Maintenance Plan Agreement” (the “Agreement”) is entered into and effective as of the date the Order for Services is submitted to PCLAW TIME MATTERS™ LLC (“PCLTM”) * by the undersigned person or entity accepting these terms and conditions (“Licensee”) upon confirmation by PCLTM (“Effective Date”). This Agreement provides for Maintenance and Support Services of Covered Software currently licensed by PCLTM to Licensee pursuant to an applicable end user license agreement (“License Agreement”).*With respect to users in Canada, this agreement shall be by and between such user and PCLaw Time Matters Canada Inc., and reference to "PCLTM" shall mean and refer to such business entity.
“AMP Membership” or “AMP” means the Maintenance and Support Services defined in clause 1.
“AMP True Up” means the action of paying your AMP Membership outstanding fees in full, and current fees, to reinstate your AMP Membership.
"Covered Software" means the Software titles and numbers of licenses/users set forth on the Order for Services.
"CPU" means a single computer, a central processing unit or logical partition (if a computer or server has more than one processor or logical partition).
"Documentation" means a written guide in any form or media describing the use and operation of Software, together with any related supporting documentation.
"Fix(es)" means a Workaround or Hot Fix and/or additional or replacement lines of Software code provided by PCLTM to remedy a Problem in the Software that caused it to not operate substantially in accordance with its written specifications.
"Lapse" means an interruption in the continuous Maintenance and Support Services coverage (or allowing an agreement for Maintenance and Support Services to expire without renewing).
"Major Release" means a major release for the Software which may contain new features, enhancements and Problem corrections. A Major Release will generally include significant new functionality, database schema, underlying technology or user interface changes. Major Releases are designated by a change in the version number to the left of the decimal point. (e.g., "3.0", to "4.0").
"Minor Release" means a minor release for the Software which generally will contain fewer changes than a Major Release but will generally include any Fixes and may contain some new features, enhancements and Problem corrections. Minor Releases are designated by a change in the version number to the right of the decimal point (e.g., "3.1", to "3.2").
"Order for Services" means the form or telephonic request completed by or on behalf of Licensee that sets forth the Covered Software including Software titles, number of users, and the “AMP” which includes the Services and is a prerequisite for entering into this Agreement.
"Problem" means Software that does not operate substantially in accordance with its written specifications; or Documentation that is not correct.
"Service Pack" means a special release required to support specific regulatory changes (ex., mandated 1099 format changes) or to provide specific corrections to address Problems of a serious nature or significant impact. A Service Pack will typically not introduce new features or enhancements but may include a number of corrections.
"Services" or "Maintenance and Support Services" mean availability of Software Major Releases, Minor Releases, Fixes, access to web-based training and product information, and technical support to be provided Licensee pursuant to the terms of this Agreement or the repair or replacement of the Software in the event it does not operate in accordance with its written specifications under the limited warranty.
"Software" means the proprietary computer software programs in machine-readable form for use on designated CPU(s). Software includes the original and all whole or partial copies and the following materials: 1) machine-readable instructions and data, 2) components and releases, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related software materials, and 5) software use documents or keys, and Documentation. Software does not include any version of Source Code and any operating system software installed on the CPU.
"Source Code" means a high-level program that is not machine-readable.
"Special Services" means services not within the scope of this agreement, but that may be performed by PCLTM for additional charge.
"Supported Version" means the current major version of the Software and the two immediately prior Major Releases.
"System Administrator" means an employee or agent of Licensee with sufficient training and experience to identify and isolate Problems and to provide sufficient information and assistance to PCLTM to be able to reproduce such Problems. The System Administrator or his/her delegate shall be the single point of contact with PCLTM when reporting Problems. PCLTM may require Licensee to appoint a new System Administrator if PCLTM reasonably determines that the System Administrator does not possess the training or experience necessary to perform the required functions of the System Administrator or cannot communicate effectively with PCLTM' support personnel.
"Workaround" or "Hot Fix" means a manual process or a program executable or separate utility program that addresses a specific Problem in the Software. Workarounds and Hot Fixes are intended to provide an interim solution until it can be incorporated into the Software via a release of a Major Release, Minor Release or Service Pack.
Provided Licensee timely pays the fees set forth on the attached Order for Services and a License Agreement is in effect for a Supported Version of the Covered Software, the following Maintenance and Support Services shall be available to Licensee:
PCLTM reserves the right to change or modify the Maintenance and Support Services at any time and from time to time upon 30 days written notice to Licensee or posting of notice at the website located at http://pclawtimematters.com/terms. In the event of a conflict between this Agreement and the License Agreement concerning which Services apply and how such Services will be provided, the License Agreement shall control interpretation.
1.1 Delivery of Software Releases. Whenever PCLTM makes Software Releases generally available to its users who have purchased Services, PCLTM will grant Licensee a copy of the new release containing the updated/upgraded version of the Covered Software. Licensee’s use of all such Software Releases is governed by the terms of the License Agreement entered into by Licensee for the Software.Except for the immediate purpose of data conversion from the previous version to the updated/upgraded version of the Covered Software, after implementing the update/upgrade Licensee may no longer continue to use the earlier version of the Software. All updates/upgrades are provided to Licensee on a per copy exchange basis. Licensee agrees that by installing and implementing an update/upgrade, Licensee’s right to use any previous version of the Covered Software is terminated.
1.2 Access to Support. PCLTM will make a member of its technical support staff available by telephone to Licensee’s System Administrator to assist Licensee in the standard business use of the Covered Software provided the Covered Software is a Supported Version. Licensee’s System Administrator will be responsible for the daily maintenance of the Software per the Documentation and will provide the first line technical support of the Software to Licensee’s users. Support includes assistance relating to any Fixes. Telephone Support, 1-800-387-9785, and online support shall be available 8:00 am – 8:00 pm EST/EDT Monday through Friday, excluding holidays recognized by PCLTM.
1.3 Support is Mandatory.To provide customers with a cost-effective way to manage software costs over the long term and to ensure consistency across all PCLTM, PCLTM requires all PCLaw, Time Matters and Billing Matters customers to have an active, in-force AMP in order to receive updated software and technical support. Experience has demonstrated to us that customers with AMPs have significantly higher satisfaction scores with their supported software and benefit from predictable and manageable service and maintenance costs.A customer who does not have an AMP or whose AMP has lapsed will be required to abide by the “AMP True Up” and pay their outstanding AMP fees in full, in addition to the current standard AMP plan price, if the customer does not order an AMP within thirty days’ written notice from PCLTM, first time software orders can only be made in conjunction with an AMP. The amount of such AMP True Up fees will vary based upon PCLTM’s then-standard rates in relation to the period of time during which the AMP has elapsed.
Abandoning the AMP can result in new applications not working or working improperly and is not recommended. An AMP ensures that customers have access to the latest features, extends the useful life of the software and protects the value of the software.
PCLTM Practice Management AMPs provide customers with access to:
For additional information, please call 1-800-328-2898 or visit pclawtimematters.com and click on the “Contact Us” tab.
As used in this Agreement, "Confidential Information" means (a) proprietary or trade secret information which is clearly labeled or designated in writing as confidential, proprietary or the like by the disclosing party, and (b) information disclosed orally with a designation of such information as secret, confidential or proprietary prior to or during the oral disclosure and a subsequent reduction of such information to a writing labeled confidential, proprietary or the like and sent to the party to whom the disclosure was made within 15 days after the oral disclosure. Information shall not be considered Confidential Information to the extent that such information is: (w) already known to the receiving party free of any restriction at the time it is obtained from the other party; (x) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (y) or becomes publicly available through no wrongful act of the receiving party; or (z) required to be disclosed by applicable law.
PCLTM and Licensee each agrees that it will not, during the term of this Agreement and for one year thereafter, disclose to any other person or entity any Confidential Information received from the other, except (a) to the extent necessary or desirable to perform under this Agreement, (b) in connection with any pending action related to this Agreement, or (c) as required by a court of competent jurisdiction. Notwithstanding the provisions of this Section 3, the parties may disclose Confidential Information to their respective accountants, attorneys, and other similar professional advisors as long as the entity to which Confidential Information is disclosed is subject to obligations of confidentiality with the same effect as those specified in this Section 3.
In accordance with the License Agreement and unless otherwise agreed to in writing by PCLTM, the Maintenance and Support Services and the charges associated with said Services do not cover or include the following:
In the sole discretion of PCLTM, PCLTM may perform any of the foregoing services on a billable Special Service basis or as part of a separate professional services agreement. Licensee agrees that any Services rendered pursuant to Licensee’s request for Services which is determined by PCLTM to have been caused by a problem set forth in the exclusions above will be considered a Special Service.
Licensee’s rights to use a Software release commence upon installation. Licensee agrees that it shall download and complete the installation of all Software releases prior to the expiration of the Term of this Agreement. Upon the termination or expiration of this Agreement, Licensee shall have no rights to install any Software releases even if such releases were downloaded during the Term of this Agreement.
Licensee shall provide PCLTM with access to Licensee’s facilities and equipment to permit PCLTM to perform its obligations hereunder. No charge shall be made for such access and PCLTM will provide prior notification when such access is required;
If applicable, Licensee shall maintain a proper network connection near any CPU used with the Software being maintained by PCLTM hereunder and provide access to a voice grade local telephone;
Licensee shall be responsible for obtaining and maintaining any required third-party hardware and/or software, including updates thereto;
Licensee’s System Administrator must be present in the event PCLTM provides any on-site Service. If applicable, Licensee agrees that if a representative is not present when PCLTM' technician arrives on site that no Service will be performed, and Licensee will be charged at the special service rate then in effect for such visit.
Licensee agrees that all updates and upgrades of the Covered Software, including all Fixes and Workarounds furnished to Licensee, shall be deemed to be part of such Covered Software subject to the terms and conditions of the License Agreement for the Software.
7.1 Warranty. PCLTM warrants to Licensee that Services hereunder will be performed in a professional manner and in accordance with good usage and accepted practices as established in the community in which such Services are performed. If such Services are not so performed and if Licensee notifies PCLTM within a fifteen (15) day period commencing on the date of completion of the Services, PCLTM will, at its sole and commercially reasonable discretion, consider correcting any commercially reasonable problems and deficiencies.THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.2 Limitation of Liability. IN NO EVENT WILL PCLTM, ITS PRODUCT DEVELOPERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOSS OF OR DAMAGE TO DATA, PROFITS OR BUSINESS INTERRUPTION LOSSES, SUSTAINED OR ARISING FROM OR RELATED TO THE PRODUCT, DOCUMENTATION OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PCLTM’ LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL AT ALL TIMES AND IN THE AGGREGATE AMOUNT BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE TO PCLTM UNDER THIS AGREEMENT. NO ACTION OR PROCEEDING AGAINST PCLTM MAY BE COMMENCED MORE THAN ONE YEAR AFTER THE CLAIM ARISES EXCEPT FOR PCLTM CLAIMS RELATING TO COLLECTION OF FEES DUE AND PAYABLE BY LICENSEE. THIS SECTION SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so that portion of the above limitation or exclusion may not apply to you.
This Agreement constitutes the entire agreement with respect to the Maintenance and Support Services specified in the Order for Services. If any provision of this Agreement is unlawful, void or unenforceable, or conflicts with any provision of the License Agreement, then such provision of this Agreement shall be deemed severable from the remaining provisions of this Agreement and shall not affect the validity and enforceability of such remaining provisions of this Agreement and the License Agreement. None of the requirements of this Agreement shall be considered as waived by either party unless the same is done in writing, and then only by persons executing this Agreement or other duly authorised agents or representatives. The waiver by either party of a breach or a violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach or violation.
This Agreement shall commence on the Effective Date and shall remain in effect through the last day of the calendar month in the contracted term ("Initial Term"). Licensee may renew this Agreement for an additional period (a "Renewal Period") provided Licensee is bound by an effective License Agreement for use of the Software. The Initial Term and any Renewal Period(s) are collectively referred to herein as the "Term".
Neither party may assign (voluntarily, by operation of law, or otherwise) this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, PCLTM may assign this Agreement to any affiliate or successor on notice to Licensee. As a condition to assignment, Licensee’s assignee must agree to assume and be bound by all terms and conditions of this Agreement.
All Maintenance and Support Fees are due and payable upon Licensee’s acceptance of this Agreement as set forth in Section 12 below and within thirty (30) days of the invoice date for any Renewal Periods or any Special Services. In the event Licensee fails to make payment to PCLTM when due, PCLTM reserves the right to cancel the Services without further notice to Licensee. Upon cancellation of the Services, Licensee shall have no further right to receive any Services.
Payments provided for in this Agreement shall, when overdue, be subject to a late payment charge calculated at a rate of one and one-half percent (1.5%) per month until paid; provided, however, that if the amount of such late payment charge exceeds the maximum permitted by law for such charge, such charge shall be reduced to such maximum amount. Licensee shall be liable for all costs of collection incurred by PCLTM including without limitation collection agency fees, reasonable attorney’s fees and court costs if Licensee fails to comply with the payment obligations set forth herein.
Licensee’s placement of an Order for Services and payment of the applicable fees constitutes acceptance of this Agreement. This Agreement is not effective until it has been confirmed by PCLTM. This Agreement is limited to use of the Software in North America. Maintenance and Support for Software used outside of North America may be subject to different terms and conditions.
Any action, suit, or proceeding arising under or in connection with this Agreement must be commenced by Licensee within one year after the claim or cause of action arises.
With respect to Licensees located in the United States, this Agreement shall be governed in all respects by the laws of the State of New York, without regard to its conflicts of law provisions, and any action arising out of or relating to this Agreement may be brought only in the State and Federal courts located in the City and State of New York, and Licensee hereby consents and submits to the personal jurisdiction of such courts for the purpose of litigating any such action.
UPON RECEIPT OF ORDER CONFIRMATION FROM PCLTM VIA EMAIL OR INVOICE, OR, BY CHECKING THE "I AGREE" BOX, LICENSEE HEREBY ACKNOWLEDGES THAT (1) IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (2) IT IS AUTHORIZED TO ACCEPT THIS AGREEMENT; AND (3) IT AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
At its sole option, PCLTM may use a third party as Company’s billing, payment and invoicing agent for selected products and services offered by the PCLTM. Such third party may or may not be an affiliate of PCLTM. FOR ONLINE TRANSACTIONS ONLY: IF LICENSEE DOES NOT ACCEPT THE TERMS AND CONDITIONS CONTAINED HEREIN, DO NOT CHECK THE "I AGREE" BOX AND THIS AGREEMENT WILL NOT TAKE EFFECT.
FOR OFFLINE TRANSACTIONS ONLY: AFTER PLACEMENT OF AN OFFLINE ORDER FOR SERVICES LICENSEE MAY CANCEL THIS AGREEMENT BY SENDING A WRITTEN NOTICE OF CANCELLATION TO PCLTM WHICH MUST BE RECEIVED BY PCLTM WITHIN TEN CALENDAR DAYS OF THE DATE OF THE ORDER FOR SERVICES FOR SUCH CANCELLATION TO TAKE EFFECT. NOTICE OF CANCELLATION SHALL BE SENT TO PCLTM VIA EMAIL SENT TO ACCOUNTS@PCLAWTIMEMATTERS.COM OR VIA PHONE TO THE ATTENTION OF PM SALES AT 1-800-328-2898.