This 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.
"Covered Software" means the Software titles and numbers of licenses/users set forth on the Order for
"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
"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 Annual Maintenance Plan ("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
"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.
"Certified System Administrator" means an employee or agent of Licensee certified under the PCLTM
University Software 301 Pro Certification Course who shall have the knowledge and experience to identify
and isolate Problems and to provide sufficient information and assistance to PCLTM to be able to reproduce
such Problems. Licensee may be required to re-certify the Certified System Administrator if PCLTM makes
significant updates to the software programming. If the Licensee’s Certified System Administrator is no
longer employed by the Licensee, a new Certified System Administrator would be required to maintain
eligibility for AMP+ Support.
"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
1. MAINTENANCE AND SUPPORT SERVICES
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:
- Access to "Software Releases" (Major Releases, Minor Releases, Service Packs, and Workarounds)
- Access to Telephone Support in accordance with Section 1.2 below
- Access to self-service On-Demand Training on the web located at
- Access to the Software via mobile device in accordance with the terms and conditions of the
License Agreement and any mobility agreement with PCLTM which may be in effect.
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
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 Telephone 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. Telephone
Support includes assistance relating to any Fixes. Telephone Support, 1-800-387-9785, shall be
available 8:00 am – 8:00 pm EST/EDT Monday through Friday, excluding holidays recognized by PCLTM.
1.3 AMP+ Support. Licensees with Certified System Administrators are eligible to purchase a premium
access phone number for direct access to 2nd level technical support engineers. Access is limited to
the Certified System Administrator. The caller will be verified prior to assisting. Telephone
Support shall be available 8:00 am – 8:00 pm EST/EDT Monday through Friday, excluding holidays
recognized by PCLTM.
1.4 Weekend Support Hours. Licensees are eligible to call 1-800-387-9785 and reserve weekend
technical support assistance for an additional fee. Available Saturday and Sunday, excluding
holidays recognized by PCLTM. Reservations are subject to availability and must be scheduled 5
business days in advance. Assistance is limited to upgrade and install services. No data corruption
assistance is available during weekend support hours. No cancellations, refunds, or returns for
1.5 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 Annual Maintenance Plan (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 pay an AMP
reinstatement fee, in addition to the 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 reinstatement fees will vary based upon PCLTM’s
then-standard rates in relation to the period of time during which maintenance has elapsed.
The PCLTM Practice Management software AMP reflects best practices in the software industry. An AMP
provides Practice Management software customers with a complete end-to-end solution that ensures
continuous operation and predictable and manageable costs. The pace of software innovations and
modifications can be rapid, and the value of any software may diminish quickly if not kept up to date.
Abandoning software support 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:
- All new software upgrades and updates
- Scheduled Service Releases (Service Packs)
- Corrective Content (Hot Fixes) addressing high severity defects rapidly if needed
- Anytime Training via PCLaw | Time Matters at https://www.lexisnexis.com/university/
- Telephonic Technical Support
- Online Documentation available via the appropriate Support Center
For additional information, please call 800-387-9785, email email@example.com or visit
pclawtimematters.com and click on the "questions" tab.
2. USE GRANT FOR REMOTE ASSISTANCE
Licensee may permit any device to access and use Licensee’s authorized copy of the Software for the sole
purpose of providing Licensee with Services; provided, such access and use is in accordance with this
Agreement and the License Agreement.
Licensee agrees that PCLTM may collect and use technical information gathered as part of the Maintenance
and Support Services provided to Licensee, if any,related to the Software. PCLTM may use this
information to ensure proper authorization of all copies of the Software as well as to improve PCLTM'
products or provide customized services or technologies to Licensee. PCLTM will not disclose this
information in a form that personally identifies Licensee to any third parties.
3. CONFIDENTIAL INFORMATION
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.
4. MAINTENANCE AND SUPPORT SERVICES EXCLUSIONS
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
- Support of Software which has been modified or repaired other than by PCLTM or by a third party
engaged by PCLTM;
- Making specification changes or performing Services connected with the relocation of Software;
- Modification or replacement of Software, repair of damage, or increase in service time caused by
failure to continually provide a suitable operational environment with all facilities prescribed by
the applicable documentation; including, but not limited to, the failure to provide or the failure
of adequate electrical power, temperature or humidity control, or computing environment;
- Modification or replacement of Software, repair of damage, or increase in service time caused by
the use of the Software for other than the purposes for which it is authorized or not in accordance
with the Software operating guidelines;
- Modification or replacement of Software, repair of damage, or increase in service time caused by:
Modification or replacement of Software, or increase in service time caused by the use of the
Software in combination with other products (e.g., Microsoft® SQL Server or SQL Server Express or other PCLTM products);
Backing up or restoring programs and/or data;
Keying, importing, converting or manipulation of data;
On-site or formal classroom training on the operation and use of the Software;
Creation of any new non-standard, customer-defined reports;
Initial installation of the Software and any subsequent releases; or
Use of the Software other than in accordance with system requirements
Support of Software which is not Covered Software.
- natural or man-made disaster which shall include but not be limited to fire, water, wind, and
- neglect or misuse
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.
5. OBLIGATIONS OF LICENSEE
Licensee’s rights to use a Software release commence upon installation. Therefore, 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.
6. SOFTWARE UPDATES, UPGRADES, FIXES AND WORKAROUNDS
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. WARRANTY; LIMITATIONS OF LIABILITY
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.
8. SEVERABILITY OF PROVISIONS; WAIVER
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
authorized 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.
9. TERM OF AGREEMENT
This Agreement shall commence on the Effective Date and shall remain in effect through the last day
of the same calendar month in the following calendar year ("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". Licensee’s renewal of this Agreement shall be subject to payment of
the Maintenance and Support Fees which may be adjusted in accordance with PCLTM’ then-current prices
which may increase over the Maintenance and Support Fees applicable during the Initial Term or any
prior Renewal Period(s) and include additional charges associated with reinstatement due to any Lapse.
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.
12. AGREEMENT AND ACCEPTANCE; GOVERNING LAW; CANCELLATION
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 ("NA"). Maintenance and Support for
Software used outside of NA 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.
With respect to Licensees located in Canada, this Agreement shall be governed in all respects by the
laws of Province of Ontario, without regard to its conflicts of law provisions, and any action arising
out of or relating to this Agreement may be brought only in Toronto, Ontario, Canada and Licensee
hereby consents and submits to the personal jurisdiction of such courts for the purpose of litigating
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
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 PMSALES@PCLAWTIMEMATTERS.COM OR VIA
FACSIMILE TO THE ATTENTION OF PM SALES AT 1-866-448-5871.
Date: September, 2019