End User License Agreement
PLEASE READ THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) IN ITS ENTIRETY. BY CLICKING THE "NEXT" BUTTON,
YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; (2) YOU ARE AUTHORIZED TO ACCEPT IT; AND
(3) YOU AGREE TO ITS TERMS. IF YOU DO NOT ACCEPT THE TERMS CONTAINED HEREIN, CLICK THE "CANCEL" BUTTON BELOW.
PLEASE NOTE: THE TERMS CONTAINED HEREIN MAY HAVE CHANGED. FURTHER, THIS AGREEMENT CONTAINS TERMS THAT APPLY TO
A PERPETUAL RIGHT TO USE THE SOFTWARE AND TERMS THAT APPLY TO A SOFTWARE SUBSCRIPTION (DEPENDING UPON HOW YOU
PURCHASED THE RIGHT TO USE THE SOFTWARE) AND TERMS THAT ARE COMMON TO EACH OF THE FOREGOING.
** If you have any questions as to which terms are applicable to you, please contact Company at the following
number: 1-800-387-9785 **
A. Common Terms
This Agreement for Time Matters® and/or Billing Matters® and/or PCLaw® software ("Product") is entered into
between You (defined below) and PCLaw Time Matters LLC, unless You are a Canadian entity. If You are a Canadian
entity, this Agreement is between You and PCLaw Time MattersCanada, Inc. “Company” means PCLaw Time Matters LLC
or PCLaw Time Matters Canada, Inc., as applicable. The terms of any Software Order are incorporated by
reference. IF YOU HAVE EXECUTED A SEPARATE WRITTEN LICENSE AGREEMENT WITH COMPANY FOR THE PRODUCT, THE TERMS OF
THAT SEPARATELY EXECUTED AGREEMENT WILL SUPERSEDE THE TERMS OF THIS AGREEMENT.
A1. RIGHT TO USE
A1.1 Subject to the restrictions set forth below, You may (a) install the number of authorized
copies of Product in executable form for your internal operations; (b) use the Documentation for your internal
operations; (c) make a single backup copy of the Product, provided the backup copy is not used for production
purposes; and (d) permit your employees, agents, representatives, or contractors designated by You ("Authorized
Users") to access and use the Product locally or remotely in accordance with this Agreement.
A1.2 The Product may be installed on a remote server for use solely in accordance with this
Agreement, provided that Company shall not be responsible for any problems accessing or using the Product,
and/or its associated add-ons or plug-ins, related to a computing or hosting environment operated or managed by
any other person or entity.
A1.3 Copyright notices and any other proprietary legends on the original copy of the Product
must be reproduced on any copies of the Product. You may not transfer the rights to a backup copy unless You
transfer all rights in the Product.
A1.4 Use of some third-party materials included in the Product may be subject to other terms
and conditions typically found in a separate agreement or "Read Me" file located in or near such materials..
Such access, if provided, may be terminated by Company, in its discretion, at any time, with or without notice.
This online file sharing service is for file sharing and is not intended for use as a document repository.
Company reserves the right to limit the storage capacity per firm and/or the length of time that files may be
stored online, or alternatively, to charge you for premium levels of storage if you reach any storage
limitations. We will inform you in advance if you are approaching our limitations on document storage (which may
change from time to time).
A2. USE RESTRICTIONS
A2.1 By accepting the rights granted by Company, You agree that You will not, without the
prior written consent of Company (a) sell, license, sublicense, distribute, lease or otherwise transfer or allow
the transfer of the Product, or any backup copy, to third parties; (b) use the Product in any manner
inconsistent with the rights granted herein including, but not limited to, use of the Product in a service
bureau, renting, leasing, lending or using the Product to provide commercial hosting services, or using more
than the number of authorized copies or users, whichever the case may be, of the Product or permit access to the
Product by more than the number of Authorized Users; (c) modify or create derivative works of the Product or
Documentation or separate the Product's component parts for use on more than one device; or (d) unless
specifically permitted under applicable law without the possibility of contractual waiver, attempt to decompile,
disassemble or reverse engineer the Product, or otherwise attempt to (i) derive source code or underlying ideas,
algorithms, structure or organization from the Product or (ii) defeat, avoid, bypass, remove, deactivate or
otherwise circumvent any software protection mechanisms in the Product, including without limitation any such
mechanism used to restrict or control the functionality of the Product.
A2.2 Any permitted transfer of the Product must include the Product and Documentation, any
backup copies, any Updates or Upgrades, if applicable, and a copy of this Agreement. Written notice of the
transfer must be sent by You to Company within 15 business days of the transfer, specifying the new grantee.
A2.3 THERE MAY BE TECHNOLOGICAL MEASURES IN THE PRODUCT THAT ARE DESIGNED TO PREVENT
UNAUTHORIZED USE OF THE PRODUCT INCLUDING, BUT NOT LIMITED TO, A TIME-OUT ROUTINE THAT MAY RENDER THE PROGRAM
"READ ONLY" OR DENY ACCESS TO THE PROGRAM IF NOT REACTIVATED. You understand that You may need to activate or
reactivate the Product from time to time to continue use of the Product.
A2.4 Internet-Based Services. If the Product accesses a Company internet-based service
associated with the Product, You agree that You will not use the Product in any manner that could damage,
disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them.
You understand that the Product may collect, categorize and store anonymous data related to program errors and
use for purposes of providing technical support, analyzing errors and product improvements. Company will not
disclose anonymous data in any form that personally identifies You.
If any authority imposes a duty, tax, levy or fee, excluding those based on Company's net income, upon the
Product, You agree to pay the amount specified. You are responsible for any personal property taxes for the
Product from the date it was acquired.
A4. COPYRIGHT AND PROPRIETARY
A4.1 Company and its suppliers reserve all rights with respect to the Product, Documentation
and any copies under all applicable national and international laws and treaties for the protection of
Intellectual Property, including, but not limited to, trade secrets, copyrights, trademarks and patents. Any
rights not expressly granted to You in this Agreement are retained by Company and its suppliers.
A4.2 Except as otherwise provided in this Agreement, You shall not cause or permit
unauthorized copying, reproduction or disclosure of any portion of the Product or Documentation, or the delivery
or distribution of any part thereof to any third party, for any purpose, without the prior written permission of
Company. This restriction shall continue beyond the termination of this Agreement.
You will not ship, transfer or export the Product to any country, nor will You use the Product in any manner
prohibited by the United States Export Administration Act or any other export laws national or international,
restrictions or regulations that apply to the Product. You agree to indemnify and hold Company harmless for any
violation of this provision.
A6. U.S. GOVERNMENT RIGHTS
The Product and Documentation are "Commercial Items" as that term is defined at 48 CFR 2.101 consisting of
"Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 CFR
12.212 or 48 CFR 227.7202, as applicable. The rights to the Product and Documentation are granted to U.S.
Government end users (a) only as Commercial Items and (b) only with those rights as are granted to all other end
users pursuant to the terms and conditions of this Agreement.
A7. LIMITED WARRANTY
A7.1 Company warrants that it has sufficient rights to grant the rights in the Product
pursuant to this Agreement; Company further warrants that the Product will operate substantially in accordance
with its written specifications. No warranty is made that the Product will run uninterrupted or error-free. The
warranty period for the Product and Documentation is 30 days from delivery ("Warranty Period").
A7.2 Company's and its suppliers' entire liability and your exclusive remedy for any breach of
this limited warranty or for any other breach of this Agreement or for any other liability relating to the
Product shall be, at Company's option from time to time exercised subject to applicable law, (a) repair, or (b)
replacement, or (c) return with proof of purchase and refund of the applicable software fees, of a Product that
does not meet this limited warranty. You will receive the remedy elected by Company without charge, except that
You are responsible for any expenses You may incur (e.g., cost of shipping the Product to Company, third party
services not provided by Company). This limited warranty is void if failure of the Product has resulted from
accident, abuse, misapplication, abnormal use or a virus. Any replacement Product will be warranted for the
remainder of the original warranty period and Company will use commercially reasonable efforts to provide a
remedy within a commercially reasonable time of your compliance with Company's warranty remedy procedures.
Outside the United States or Canada, neither these remedies nor any product support services offered by Company
are available without proof of purchase from an authorized international source.
A7.3 THE PRECEDING WARRANTIES ARE THE ONLY WARRANTIES RELATED TO THE PRODUCT, DOCUMENTATION
AND SUPPORT SERVICES AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
A7.4 If an implied warranty or condition is created by your state/jurisdiction and federal or
state/provincial law prohibits disclaimer of it, You also have an implied warranty or condition, BUT ONLY AS TO
DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (30 DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE
30 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations
on how long an implied warranty or condition lasts, so the above limitation may not apply to You. This limited
warranty gives You specific legal rights. You may have other rights which vary from state/jurisdiction to
A7.5 Company is acting on behalf of its suppliers for the purpose of disclaiming, excluding,
and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects
and for no other purpose.
A8. LIMITATION OF LIABILITIES
IN NO EVENT WILL COMPANY, ITS PRODUCT DEVELOPERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT,
CONTRACT, STATUTE, 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. COMPANY'S
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 YOU TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY
PRECEDING THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. NO ACTION OR PROCEEDING AGAINST COMPANY MAY BE COMMENCED
MORE THAN ONE YEAR AFTER THE CLAIM ARISES EXCEPT FOR COMPANY CLAIMS RELATING TO COLLECTION OF FEES DUE AND
PAYABLE BY YOU. THIS SECTION SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.
COMPANY SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENT, GROSSLY NEGLIGENT, OR WILLFUL ACTIONS OR INACTIONS OF ANY
THIRD PARTY UNLESS SUCH THIRD PARTY HAS BEEN DIRECTLY ENGAGED BY COMPANY AS A SUBCONTRACTOR TO PERFORM SERVICES
ON COMPANY'S BEHALF FOR YOU AND THEN ONLY TO THE EXTENT OF THE LENGTH OF THE ENGAGEMENT. FURTHERMORE AND EXCEPT
FOR AUTHORIZED COMPANY SUBCONTRACTORS, THIS LIMITATION SHALL APPLY EVEN TO THOSE THIRD PARTIES THAT MAY HAVE
BEEN CERTIFIED PURSUANT TO A COMPANY CERTIFICATION PROGRAM OR RECOMMENDED OR REFERRED TO YOU BY COMPANY.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so
the above limitation or exclusion may not apply to You.
A9. INVOICES AND PAYMENT
A9.1 Fees relating to software, subscription, services, or any related charges, shall be
payable in full upon order, or, if invoiced by the Company, within 30 days of the date of Company's invoice.
A9.2 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, if the
amount of such late payment charge exceeds the maximum permitted by law for such charge, then the charge shall
be reduced to the maximum amount allowed. You shall be liable for all costs of collection incurred by Company
including without limitation collection agency fees, reasonable attorney's fees and court costs if You fail to
comply with the payment obligations set forth herein.
A10.1 Governing Law. The United Nations Convention on Contracts for the International Sale of
Goods does not apply to this Agreement. This Agreement shall be governed in all respects by the laws of the
State of New York, United States, without regard to conflicts of law principles. If You are a Canadian entity,
this Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any
dispute which may arise hereunder; You consent to the jurisdiction of the federal and provincial courts sitting
in Toronto, Ontario.
A10.2 Technical Information. By licensing the Product, You agree that Company and its
affiliates may collect, use and compile and monitor statistical information based on non-personally identifiable
information gathered or transmitted to Company or its affiliates via the Product for the purpose of verifying
proper authorization of all copies of the Product in use by You, as well as for the purpose of improving our
Products and services and for new product and technology development.
A10.3 Modifications. Company reserves the right to change or modify the terms and conditions
of this Agreement immediately upon written notice to You. If any changes are made to this Agreement, such
changes will: (a) only be applied prospectively; and (b) not be specifically directed against You or your
Authorized Users and will apply to all similarly situated customers using the Product. Continued use of the
Product after the effective date of any change to this Agreement constitutes your acceptance of the change, but
does not affect any termination rights contained herein.
A10.4 Severability. If any term of this Agreement is held invalid or unenforceable for any
reason, the parties agree that such invalidity will not affect the validity of the remaining provisions of this
Agreement, and further agree to substitute for the invalid provision a valid provision which most closely
approximates the intent and economic effect of the invalid provision.
A10.5 Waiver. None of the requirements of this Agreement shall be considered waived by either
party unless the waiver is 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.
A10.6 Assignment. 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, Company may assign this Agreement to any Affiliate or successor on notice to You.
As a condition to assignment, your assignee must agree to assume and be bound by all terms and conditions of
A10.7 Compliance with Rights Granted. You agree that, upon request from Company or Company's
authorized representative, You will within 30 days fully document and certify any and all use of the Product at
the time of the request is in conformity with your valid and authorized rights granted by Company.
A10.8 Entire Agreement. This Agreement (which includes the associated Software Order) is the
entire agreement between You and Company relating to the Product and supersedes all prior or contemporaneous
oral or written communications and representations with respect to the Product or any other subject matter
covered by this Agreement.
A10.9 Parties Bound. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective legal representatives, heirs, legatees, successors, and permitted
A10.10 Force Majeure. Except with respect to Your obligation to make timely payments, neither
party shall be held responsible for any delay or failure in performance to the extent that such delay or failure
is caused by fires, strikes, embargoes, explosions, earthquakes, floods, wars, water, the elements, labor
disputes, government requirements, civil or military authorities, acts of God or by the public enemy, inability
to secure raw materials or transportation, facilities, acts or omissions of carriers or suppliers, or other
causes beyond its control whether or not similar to the foregoing.
A10.11 Notices. All notices under this Agreement (except for requests for Service) shall be in
writing and shall be given by mail, postage prepaid or by overnight delivery addressed to the respective
parties, if to You, at Your address set forth in the applicable Software Order, or to Company at:
For Canadian customers, only:
PCLaw Time Matters Canada, Inc - Practice Management
55 Commerce Valley Dr.
Thornhill, ON, L3T 7V9
For all other customers:
PCLaw Time Matters LLC –Software Solutions
Attn: Chief Operating Officer
2235 Gateway Access Point
Raleigh, North Carolina 27607
United States of America
Such notice shall be deemed to have been given 3 days after properly addressed and deposited in the mail, or the
next business day after deposit with an overnight courier. Either party may change its notice address upon
notice to the other party in compliance with this provision.
A10.12 Independent Contractor. All work performed under the Agreement by a party shall be
performed as an independent contractor and not as an agent of the other. No persons furnished by either party
shall be considered the other party's employees or agents, and each party shall be responsible for its own
employees' compliance with all laws, rules, and regulations involving employment of labor, working conditions,
payment of wages, and payment of taxes, such as unemployment, social security, and other payroll taxes,
including applicable contributions from such persons when required by law.
"Affiliate" means a corporation, partnership, or other legal entity that controls, is
controlled by, or is under common control with that party, either directly or through another Affiliate, but
only while that control relationship exists; "control" of an entity means the power to direct the management and
policies of that entity through a controlling vote on the board of directors or similar governing body of that
entity or the ownership of interests entitled to more than 50% of the votes of that entity.
"Authorized Users" mean your total number of authorized employees, agents, representatives, or
contractors to whom You provide access to the Product which you have licensed from Company
"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
Product, together with any related supporting documentation.
"Intellectual Property Rights" mean all current and future patents, patent applications
(including, without limitation, all reissues, divisions, renewals, extensions, continuations and
continuations-in-part), copyrights (including but not limited to rights in audiovisual works and moral rights),
trade secrets, trademarks, service marks, trade names and all other intellectual property rights and proprietary
rights, whether arising under the laws of the United States or any other country, state or jurisdiction.
"License" shall have the meaning ascribed to it in Section A1.1 above. In particular and in
addition, a license may be of the following types:
"Concurrent Use" means that the Software may be installed on a multiple CPUs or on a central
server, but may only be accessed and used by a specified number of Authorized Users simultaneously.
"Enterprise" means that the Software may be installed and made available to all Authorized
Users within your organization, provided that, in some instances the total number of Authorized Users may be
"Seat" means that the Software may be installed on desktop computers for use by any Authorized
User allowed access to that computer.
"Server" means that the Software may be installed on a single server for use enterprise-wide
by Your Authorized Users.
"User" means that the Software may be installed on multiple CPUs so long as it is accessed and
used by only the Authorized User for which it was intended. (e.g., may be installed on an Authorized User’s
desktop, laptop, or accessed remotely from Your server. A license must be purchased for each intended Authorized
"Product" means the proprietary computer software program identified in the associated
Software Order. "Product" is the following, including the original and all whole or partial copies: 1)
machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text,
recordings, or pictures), 4) related software materials, and 5) software use documents or keys, and
"Services" or "Maintenance & Technical Support Services" mean via an
"Annual Maintenance Plan" the delivery of Updates and Upgrades and technical support to be
provided pursuant to the terms of a separate agreement.
"Software" means computer programs in machine-readable form for use on designated CPU(s).
Software does not include any version of Source Code and any operating system software installed on the CPU.
"Software Order" means that document setting forth the number of units, Subscription Fees,
License Fees, and support Services fees, if applicable, associated with the Product. The Software Order may be
in the form of an invoice, acknowledgement or proposal and may be in paper form or may be comprised of the
online form you completed or the information you provided orally, when ordering a Product license and any
confirmation of the information you provided, including but not limited to your election with regard to Term,
and is a part of this Agreement.
"Software Policies" mean those additional terms and conditions as outlined in the Software
Policies and FAQ for Time Matters, Billing Matters, and PCLaw found at https://www.pclawtimematters.com/terms/.
"Source Code" means a high level program in that is not machine-readable.
"Updates" means subsequent service releases of Company Software which are generally made
available for supported Software, other than media and handling charges, to correct design faults, discrepancies
or defects ("bugs") in the Product. Updates are generally designated by a change in the number appearing to the
right of the initial decimal point in the Product's version number (i.e., 1.1 vs. 1.0).
"Upgrades" means subsequent releases of the Product that contains an improvement in the
Product that generally includes enhancements and new functionality, and is generally designated by a change in
the number appearing to the left of the initial decimal point in the Product's version number (i.e., 2.0 vs.
"You" includes your divisions and departments within your organization, but does not include
clients, co-counsel, independent third parties or non-Affiliates. You agree that You shall be responsible for
any use of the Product by your Affiliates.
B. TERMS THAT APPLY TO A PERPETUAL RIGHT TO USE THE SOFTWARE
B1. SOFTWARE USE GRANT
C. ANNUAL MAINTENANCE PLAN
C1 SERVICES; MODIFICATION OF NUMBER OF AUTHORIZED USERS; MOBILE ACCESS
The terms and conditions of a separate agreement ("Annual Maintenance Plan") shall apply to any
Updates/Upgrades, changes to the number of Authorized Users permitted to use the Product under this Agreement,
and mobile access and use of the Product. The Annual Maintenance Plan and the Software Policies available for
review at https://www.pclawtimematters.com/terms/. These
C1.1 Delivery of Updates/Upgrades. Company will only make Updates or Upgrades generally
available to its users who have subscribed to an Annual Maintenance Plan. Use of any Updates/Upgrades provided
to You under an Annual Maintenance Plan is subject to the terms and conditions of this Agreement and the terms
of the applicable software agreement previously entered into by You for the Product.
Except for the immediate purpose of data conversion from the previous version to the Upgrade, after implementing
the Upgrade You may no longer continue to use the earlier version of the Product. All Upgrades are provided to
You on a per software copy exchange basis. You agree that by installing and implementing an Upgrade, You
voluntarily terminate your right to use any previous version of the Product.
C1.2 Number of Authorized Users. The number of Authorized Users under this Agreement shall be
permanently modified in the event You subscribe to an Annual Maintenance Plan covering less or more than the
original number or any subsequent number of Authorized Users. You hereby acknowledge and agree that in the event
You would like to restore the previous number of Authorized Users then You will be billed for the additional
licenses and maintenance applicable to those additional Authorized Users at Company’s then current rates.
C1.3 Mobile Access and Use of the Product. If You subscribe to a current Annual Maintenance
Plan, mobile access and use of the Product may be available to You pursuant to such Annual Maintenance Plan and
the terms and conditions of a separate agreement applicable to access and use of the Product via a mobile
digital device. Mobile access and use of the Product shall be governed by (i) the terms and conditions of this
Agreement, (ii) the Annual Maintenance Plan then in effect, and (iii) the separate terms and conditions
applicable to use of a mobile digital device for access and use of the Product.