HTM Mobile and Web Applications End-User License Agreement
Last updated: April 10, 2018
Please read this End-User License Agreement (this “Agreement“) carefully before clicking the “I Agree” button or checking a box or otherwise indicating your agreement with this Agreement, and before downloading or using any web or mobile application offered by How To Manage a Small Law Firm II, Incorporated (“HTM”), including, without limitation, the “HTM APP” mobile app and the “HTM Dashboard” web and mobile application (collectively, the “Applications“).
By taking any action to evidence your consent to this Agreement (e.g., clicking on an “I Agree” button or checking a box), and/or by downloading or using an Application, you are agreeing to be bound by the terms and conditions of this Agreement.
This Agreement is a legal agreement between you (either as an individual and/or as a corporate entity) and HTM, and it governs your use of the Applications, which are made available to you by HTM subject to the terms of this Agreement.
If you do not agree to the terms of this Agreement, do not click on the “I Agree” button, check the box indicating your consent, and/or do not download or use the Applications!
IMPORTANT NOTE: This Agreement contains provisions that limit our liability to you and require you to resolve any dispute with us through final and binding arbitration on an individual basis and not as part of any class or representative action.
The Applications are licensed, not sold, to you by HTM for use strictly in accordance with the terms of this Agreement.
If you are downloading and/or accessing the Applications for or on behalf of a corporate or other legal entity, you represent and warrant that you are authorized to do so and to bind such entity to this Agreement.
HTM grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Applications solely for personal and internal business purposes, and strictly in accordance with the terms of this Agreement.
You agree not to, and you will not permit others to:
- license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Applications or make the Applications available to any third party
- copy or use the Applications for any purpose other than as permitted under the above section ‘License’
- modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Applications
- remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of HTM or its affiliates, partners, suppliers or the licensors of the Applications
The Applications, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights in and to the Applications and all of their respective content are, and shall remain, the sole and exclusive property of HTM.
Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions“) provided by you to HTM with respect to the Applications shall remain the sole and exclusive property of HTM. HTM shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.
MODIFICATIONS TO APPLICATIONS / DISCONTINUANCE
HTM reserves the right to modify, suspend or discontinue, temporarily or permanently, the Applications or any service to which an Application may connect, with or without prior notice, and without liability to you.
UPDATES TO APPLICATIONS
HTM may from time to time provide enhancements or improvements to the features/functionality of the Applications, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates“). Updates may modify or delete certain features and/or functionalities of the Applications. You agree that HTM has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Applications to you.
You further agree that all Updates will be deemed to constitute an integral part of the Applications, and as such are subject to the terms and conditions of this Agreement.
The Applications may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third-Party Services“).
You acknowledge and agree that HTM shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. HTM does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
Prohibited Data. You acknowledge that the Applications are not designed with security and access management for processing the following categories of information: (a) “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, and other similar information, however described, as defined under applicable law; (b) data that is classified and/or used on the United States Munitions list, including software and technical data; (c) articles, services, and related technical data designated as defense articles or defense services; and (d) ITAR (International Traffic in Arms Regulations) related data (each of the foregoing, “Prohibited Data”). You shall not and shall not permit any user or other person or entity to, provide any Prohibited Data to, or process any Prohibited Data through, the Applications. You are solely responsible for reviewing all data you provide and shall ensure that no such data constitutes or contains any Prohibited Data.
Data Backup. The Application does not replace the need for you to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.
TERM AND TERMINATION
This Agreement shall remain in effect until terminated by you or by HTM.
HTM may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. This Agreement will also terminate immediately, without prior notice from HTM in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Applications and all copies thereof from your mobile devices and/or from your computers.
Upon termination of this Agreement, you shall cease all use of the Applications and delete all copies of the Applications from your mobile devices and/or from your computers.
Termination of this Agreement will not limit any of HTM’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations.
You agree to indemnify and hold HTM and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Applications; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
The Applications are provided to you strictly “AS IS” and “AS AVAILABLE” and with all faults and defects and without warranty of any kind. To the maximum extent permitted under applicable law, HTM on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Applications, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, HTM provides no warranty or undertaking, and makes no representation of any kind that the Applications will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither HTM nor any of its service providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Applications, or the information, content, and materials or products included thereon; (ii) that the Applications will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Applications; or (iv) that the Applications, its servers, the content, or e-mails sent from or on behalf of HTM are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
USER GENERATED AND POSTED CONTENT
The Applications may allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content“). You are responsible for the Content that you post on or through the Applications, including its legality, reliability, and appropriateness. The information that you post to areas of the Applications that are viewable by others cannot and will not be treated by us as proprietary, private, or confidential.
By posting Content on or through the Applications, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right and/or license to use it and the right to grant us the rights and license to display such Content through the Applications, (ii) that the posting of your Content on or through the Applications does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity or any other applicable law (including export control laws); and (iii) all posts that state facts are to the best of your knowledge accurate and your opinions expressed are genuine and offered in good faith. We reserve the right to terminate the account of anyone found to be infringing on a copyright or in violation of applicable law.
We will remove any infringing submission at the request of the copyright owner in accordance with the DMCA Notice and policy provided herein.
You retain any and all of your rights to any Content you submit, post or display on or through the Applications and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third-party posts on or through the Applications. However, by posting Content using the Applications you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Applications. You agree that this license includes the right for us to make your Content available to other users of the Applications, who may also use your Content subject to these Terms.
In addition, non-user generated Content found on or through the Applications is the property of HTM or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
By submitting a post, you agree that we are not responsible, and shall have no liability to you, with respect to any information or materials posted by others, including defamatory, offensive or illicit material. HTM is a provider of “interactive computer services” under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other claims arising out of any postings to the APPLICATIONS by third parties is limited as described therein. We are not responsible for content or any other information posted to the Applications by third parties. We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.
Any message posted on the Applications expresses only the views of the author of that message and does not necessarily reflect our views or the views of any other person on the Applications.
By submitting Content through the Applications, you agree that we are not responsible, and shall have no liability to you, with respect to any information or materials posted by others, including defamatory, offensive or illicit material, even material that violates these terms.
By submitting Content through the Applications you agree to indemnify us, and our employees, officers, directors, associates, affiliated advertisers, and their related companies, to defend and hold each of them harmless, from any and all claims and liabilities (including attorney’s fees) which may arise from your use or submission of such information.
When you create an account on the Applications, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your accounts for the Applications.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You may not share your account user ID or password for use by others without our prior written consent. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Applications infringes on the copyright or other intellectual property rights (“Infringement“) of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to firstname.lastname@example.org, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Applications on your copyright.
DMCA NOTICE AND PROCEDURE FOR COPYRIGHT INFRINGEMENT CLAIMS
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
- a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- identification of the URL or other specific location on the APPLICATIONS where the material that you claim is infringing is located;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our Copyright Agent via email at email@example.com or by post at:
How to Manage a Small Law Firm II, Incorporated
3109 Grand Avenue, Suite 188
Coconut Grove, FL 333133
Attn: General Counsel / DMCA Designated Agent
Tel: (888) 765 7460
If the alleged infringing material is believed in good faith by us to violate applicable copyright laws, we will remove or disable access to such material, and will notify the posting party that the material has been blocked or removed.
The Applications and the original content thereon (excluding Content provided by users), features and functionality are and will remain the exclusive property of HTM and its licensors. The Applications are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of HTM.
TESTIMONIALS AND RESULTS DISCLOSURE
No Compensation or Benefits to Testimonialists. None of the persons giving testimonials in or regarding an Application receive (i) affiliate commissions based on sales of products or services for which they give testimonials, or (ii) free promotional materials or free products or services to review.
Generally Expected Results from Our Products/Services. For Testimonials we may post on and in the Applications that are in the nature of a “success story” or a “best-case” scenario testimonial (as distinguished from subjective opinions), we have data that will substantiate the results and also provide statements of expected typical results we believe consumers will generally achieve with our product or service, and we will provide this information upon request (see: Contact Us section below). If you do not request substantiation data from us, you should assume that the results achieved by the people giving testimonials are the exception and not the rule, and for this reason, you should not expect to achieve the same level of results, or any positive results at all.
Subjective Opinion Testimonials We Post. For Testimonials we post on the Application that are in the nature of subjective opinions, we do not independently verify, nor do we seek independent verification; however, to the best of our knowledge we believe the persons giving such testimonials are giving their honest opinions. If you’re not sure regarding whether a particular testimonial is a “success story”/”best-case” scenario testimonial or a subjective opinion testimonial, email our compliance officer at the email address provided above and request clarification.
NO OBLIGATION TO UPDATE INFORMATION
The information presented herein represents the views of HTM as of the date of publication only. Because of the rate with which conditions change, the author reserves the right to alter and/or update his opinion based on the new conditions, and the author is not obligated to update this information.
NO LEGAL REPRESENTATION
This Applications are not intended to create an attorney-client relationship, and no attorney-client relationship will be created, or legal advice given through your use of the Applications, its services and its content. No special relationship or privilege exists between you and HTM as a result of your use of the Applications. You will be representing yourself in any legal matter you undertake as a result of your use of the Applications, its services and its content. The Applications provide textual, audio, video and other content for informational purposes only. In the process of providing this information, the Applications are engaged in the publication of information regarding issues commonly encountered by small law firm owners relating to the business operations of their firms. The Applications do not purport to be nor are they a substitute for the advice of an attorney. The Applications do not review any of your answers to questions for sufficiency, provide legal advice, or analyze applicable law and apply it to your specific requirements. Accordingly, if you need legal advice for a specific issue, you are advised to seek the advice of an attorney licensed in the jurisdiction in which you require such advice.
LIMITATION OF LIABILITY
Notwithstanding any damages that you might incur, the entire liability of HTM and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Application to which the damages relate.
To the maximum extent permitted by applicable law, in no event shall HTM or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Applications, third-party software and/or third-party hardware used with the Applications, or otherwise in connection with any provision of this Agreement), even if HTM or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
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.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.
You may not export or re-export the Applications except as authorized by United States law and the laws of the jurisdiction in which the Applications were obtained.
In particular, but without limitation, the Applications may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
By installing or using any component of the Applications, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
AMENDMENTS TO THIS AGREEMENT
HTM reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 15 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Applications after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Applications.
GOVERNING LAW AND ARBITRATION
The laws of Florida, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Applications may also be subject to other local, state, national, or international laws.
This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA“) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Miami, Florida, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Florida, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party (e.g., no class action). The findings of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs.
If you have any questions about this Agreement, please Contact Us.
The Agreement constitutes the entire agreement between you and HTM regarding your use of the Applications and supersedes all prior and contemporaneous written or oral agreements between you and HTM.
You may be subject to additional terms and conditions that apply when you use or purchase other of HTM’s products and/or services, which HTM will provide to you at the time of such use or purchase.