Terms of Use
Software@Law, Inc. (makers of Beyond Square One™).
Updated August 2022
THESE TERMS OF USE ARE INCORPORATED INTO YOUR SUBSCRIPTION FOR SERVICES AND MATERIALS ENTERED INTO WITH SOFTWARE@LAW, INC. D/B/A BEYOND SQUARE ONE (THE “SUBSCRIPTION”) THROUGH YOUR ONLINE REGISTRATION ON OUR WEBSITE. THESE TERMS OF USE ARE AN INTEGRAL PART OF THE SUBSCRIPTION.
These Terms of Use are entered into by and between Software@Law, Inc., an Oklahoma corporation d/b/a Beyond Square One™ (the “Company”) and you (either directly or on behalf of your company or organization, and including any and all users within your organization, collectively defined herein as “you” or “Customer”). Please read the Terms of Use carefully before you start to use the Website. By using the Company’s website (the “Website”) and all other Company Property, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.
License Only. Subject to all the terms and conditions of this Agreement, the Company grants to Customer a limited, non-exclusive, non-sublicensable, nontransferable license to use the Company’s Website and other materials, including instructional material, tutorials, template documents, and all other features and documents (collectively, “Company Property”), during the Term (defined below). Customer shall have the right to access the Company Property with the number of authorized, named users you have selected. Customer shall not let the Company Property be accessed or used by third parties or anyone other than Customer’s named users. Any features of the Company Property for which Customer has not paid a subscription fee are unlicensed to Customer, and Customer agrees not to use or access such features. Customer’s access to the Company Property shall be limited to access to the software through web-based viewing and management portals. Nothing herein shall be construed as granting Customer access to any source code or other intellectual property rights within the Company Property. The Company Property is being licensed, not sold, to Customer. The Company shall at all times retain title to and ownership of the Company Property and all other rights and interest, including without limitation, patents, copyrights, trademarks, trade secrets, and other intellectual property rights, in and to the Company Property. Customer is granted only limited rights with respect to the Company Property as set forth in the Agreement, and Customer has no other rights, express, implied, or otherwise. Customer must not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store, or transmit any of the material on our Website. If you print, copy, modify, or download (other than as expressly permitted through the Website) or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately.
All source code and content within the Company Property is the property of the Company or its partners and is protected by U.S. and international copyright laws, and Customer acknowledges such. The Company Property contain valuable trade secrets of the Company, and Customer shall keep any and all such trade secrets confidential. The parties do not anticipate that any jointly created or developed intellectual property rights will arise as a result of the relationship between the parties.
Term. The limited license granted herein shall remain in effect for the duration of Customer’s subscription, unless earlier terminated by the Company (the “Term”) of this Agreement shall commence immediately upon your subscription, but all other terms and conditions herein shall survive the duration of Customer’s license. The Company may terminate your license at any time, without notice. You may not terminate your agreement except in accordance with your Subscription. 4881-4537-2976, v. 1
Payment. Customer will be invoiced in USD by the Company as provided in the agreement entered into via the Website. Payment of fees by Customer shall be made in USD in accordance with the agreement entered into via the Website. Any amounts not paid in full when due shall be assessed a five percent (5%) late fee and an additional 1.5% late fee for every subsequent thirty (30) days that such payment is not received by the Company, compounding monthly. The Company shall not invoice for or pay any applicable taxes. Customer shall be responsible for payment of all tariffs and taxes that are now or may become applicable to the licensing of the Company Property hereunder. However, nothing herein shall be construed as requiring Customer to be responsible for any income of the Company.
Reserved Rights; Limitations. All right, title, and interest in and to the Company Property (including the ownership thereof), which for the avoidance of doubt, includes any and all applicable copyrights, trade secret rights, patents, or patent applications, shall remain at all times the sole and exclusive property of the Company. Except to the extent of the rights expressly granted herein to Customer, Customer shall not acquire any right, title, or interest in or to the Company Property. Except as specifically permitted in the Agreement, Customer shall not directly or indirectly (a) transfer, rent, sublicense, lease, time-share or use the Company Property in any service bureau arrangement; or (b) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port, or otherwise modify the Company Property. Customer is not permitted to circumvent any technological measure that controls access to the Company Property. Customer shall not (and shall not allow any third party to) modify, copy, duplicate, reproduce, create derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code in, sell, assign, license, or sublicense the Company Property, or transfer or convey the Company Property or any right in the Company Property to anyone else without the prior written consent of the Company. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Company Property or any content therein is strictly prohibited.
Export. The Company Property may not be exported without the prior written consent of the Company. The Company Property and all related technical information or materials may be subject to export controls and (are or may be) licensable under the U.S. Government export regulations. Customer will not export, re-export, divert, transfer, or disclose, directly or indirectly the Company Property and any related technical information or materials without complying strictly with all legal requirements, including, without limitation, obtaining the prior approval of the U.S. Department of Commerce and, if necessary, other agencies or departments of the U.S. Government. Customer will execute and deliver to the Company such “Letters of Assurance” as may be required under applicable export regulations. Customer shall indemnify the Company against any loss related to Customer’s failure to conform to these requirements.
Records; Audit. Customer shall keep full, clear, and accurate records to confirm its authorized use of the Company Property hereunder, including but not limited to ensuring that Customer has not exceeded the number of licensed users and other obligations hereunder. The Company shall have the right to audit such records during regular business hours to confirm Customer’s compliance with its obligations hereunder. Customer shall promptly correct any deficiencies discovered by such audit including payment to the Company of the amount of any shortfall in fees uncovered by such audit plus interest at the rate of 1.5% per month, compounding monthly.
Confidentiality. The parties shall not disclose to employees without a need to know or to any third parties, information received from the other party which has been identified as proprietary or confidential, or which by the nature of the circumstances surrounding disclosure, should in good faith be understood to be proprietary or confidential, including, without limitation, information regarding the other party’s business, pricing, know-how, technical information and development techniques, business and financial information, customer lists, documentation, manuals, or other printed material (collectively, “Confidential Information”). Confidential Information shall not include any information which (i) was in the public domain prior to disclosure, (ii) comes into the public domain through no act or omission of the receiving party, or (iii) is disclosed to a party without restriction by a third party who has a legal right to make such disclosure. The confidentiality obligations of the parties shall survive termination of the Agreement. Notwithstanding the foregoing, Customer agrees to allow the Company to use Customer’s name and logo for the purposes of demonstrating the Company project history and for other marketing purposes; provided, however, that Customer retains all rights of ownership of such name and logo. You acknowledge the competitive value of the Confidential Information and that damages could result if the Confidential Information were used or disclosed except as authorized by these Terms of Use. It is further understood and agreed that money damages may not be a sufficient remedy for any breach of these Terms of Use by You or any of Your representatives and that the Company shall be entitled, in addition to any other remedies available at law or equity or under these Terms of Use, to equitable relief, including injunction and specific performance, as a remedy for any such breach.
System Requirements. If necessary for functionality on your device, the Company will make you aware of all computer and network system requirements (the “System Requirements”) required for adequate functioning of the Company Property. All System Requirements may be updated from time to time, and the Company reserves the right to make changes to the System Requirements from time to time and provide notice to Customer of any such change. Customer assumes all responsibilities for network or system configuration changes that adversely affect use of the Company Property.
Limited Warranty and Disclaimer.
a. Services. The Company represents and warrants that it has the right to license all of the Company Property to Customer and that such Company Property will substantially comply with their description, provided that the System Requirements are met. THE FOREGOING SETS FORTH THE EXCLUSIVE REMEDIES AGAINST THE COMPANY FOR CLAIMS BASED ON A DEFECT IN SERVICES, PARTS, OR MATERIALS.
b. Disclaimer of Warranties. EXCEPT AS PROVIDED EXPLICITLY HEREIN, THE COMPANY MAKES NO WARRANTY, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS, OR IMPLIED, AS TO ANY MATTER WHATSOEVER WITH RESPECT TO THE COMPANY PROPERTY FURNISHED UNDER THIS AGREEMENT. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED BY THE COMPANY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGMENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY. ALL SERVICES, TECHNOLOGY, COURSES, OR OTHER DELIVERABLES ARE SUPPLIED ON AN “AS AVAILABLE” BASIS; PROVIDED, HOWEVER, THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO ENSURE THAT THE SERVICES ARE SUPPLIED DURING CUSTOMER’S BUSINESS HOURS. THE CONTENT OF THE COURSES PROVIDED HEREIN ONLY COMPLY WITH THE LAWS OF THE UNITED STATES OF AMERICA (INCLUDING THE RESPECTIVE REGULATORY AGENCIES RULES AND REQUIREMENTS). YOU AGREE THAT NEITHER THE COMPANY NOR ANY OF ITS REPRESENTATIVES SHALL HAVE ANY LIABILITY TO YOU OR TO ANY OF YOUR REPRESENTATIVES RELATING TO, OR RESULTING FROM THE USE OF, THE CONFIDENTIAL MATERIAL IN YOUR DECISION TO ACQUIRE ANY LISTED EQUIPMENT.
c. Remedies. IF FOR ANY REASON CUSTOMER’S SOLE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSES, THE COMPANY LIABILITY UNDER THIS AGREEMENT FOR ERRORS OR DEFECTS IN THE COMPANY PROPERTY OR THE COMPANY GROSS NEGLIGENCE, WHETHER IN CONTRACT OR TORT, LAW, OR EQUITY, IS LIMITED TO AN AMOUNT PAID TO THE COMPANY BY CUSTOMER IN THE AGGREGATE OVER THE TERM OF THE AGREEMENT. CUSTOMER HEREBY DOES ASSUME AND SHALL BE RESPONSIBLE FOR ANY ADDITIONAL LIABILITIES OR DAMAGES IN EXCESS OF SUCH AMOUNT.
d. Limitation on Liability. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EVEN IF CUSTOMER’S EXCLUSIVE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSES OR ARE FOUND NOT TO CONSTITUTE MINIMUM ADEQUATE REMEDIES, THE COMPANY SHALL NEVER BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ECONOMIC LOSS OR LOSS OF ANTICIPATED PROFITS OR PAYMENTS TO THIRD PARTIES OR FOR ANY CLAIM ASSERTED BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF THE COMPANY PROPERTY PROVIDED FOR IN THIS AGREEMENT, WHETHER IN CONTRACT OR TORT (INCLUDING THE COMPANY GROSS NEGLIGENCE), LAW, OR EQUITY, EVEN IF THE COMPANY HAS BEED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Assignment. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives, and assigns. However, Customer may not assign, delegate, or otherwise transfer rights, duties or obligations under the Agreement without the prior written consent of the Company. The Company shall have the right to freely assign its rights, duties, and obligations under the Agreement.
Reasonable Control. The Company shall not be responsible for delays or failures to perform which are due to causes beyond its reasonable control. 4881-4537-2976, v. 1
Force Majeure. Except for failure to make payments when due (which shall in no event be excused), neither party hereto will be liable to the other by reason of any failure in performances of the Agreement if the failure arises out of the unavailability of third-party communication facilities or energy sources, acts of God, acts of the other party hereto, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorist threats or attacks, or war, or any cause beyond the reasonable control of that party.
Governing Law; Dispute Resolution. By agreeing to these Terms of Use, Customer waives the right to a jury trial or the right to participate in a class action. Customer agrees that this Agreement shall be governed by and construed according to the laws of the State of Oklahoma (without regard to conflict of law principles). You agree that all claims and disputes arising under or relating to the Agreement are to be settled by binding arbitration in Norman, Oklahoma, or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in the software industry. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
Independent Contractor Status. Nothing contained herein shall be construed to place the parties in the relationship of partners, joint venturers, agency, or master/servant. The parties are entering into the Agreement as independent contractors and neither has the authority to bind the other to any third party or otherwise to act in any way as the representative of the other.
Modifications; Counterparts; Other Terms. Any deviations from or amendments to these Terms of Use must be in writing and executed by authorized representatives of the Company and Customer; without such duly executed writing, these Terms of Use may be enforced in full, without modification, by the Company. This Agreement may be executed by the parties in multiple counterparts, each of which counterpart shall be deemed an original of equal force and effect. The terms and conditions of the Agreement, including the Terms of Use, shall prevail over any purchase order or other document or statement Customer provides with terms and conditions that vary from the Agreement. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to your use of the Company Property thereafter. Your continued use of the Website and/or other Company Property following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Notices. Any notice under the Agreement shall be in writing, addressed to the applicable party as set forth on the signature page hereto (or such other address of which the other party is notified). All such notices, requests, demands, consents or other communications shall be deemed to have been received (i) if by hand, at the time of delivery thereof to the receiving party, (ii) if by facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, or (iii) if by next day business courier, on the next business day following the day such notice is delivered to the courier service.
Software@Law – Terms and Conditions Combined.docx
4881-4537-2976, v. 1