LAWLAB LICENSE AGREEMENT
LAWLAB is a software product owned and managed by ILG Innovation
Law Lab (“Law Lab”), an Oregon non-profit organization, the
As used in this License Agreement, “you” collectively means
yourself, your firm or organization (the user and licensee), and
your Authorized Users.
As used in this License Agreement, “Authorized Users” means the
attorneys of your firm, your employees, and your authorized agents
who you have designated as Active Users of LAWLAB, and the
Administrator User, as set forth in Section 2 below.
Before you and your Authorized Users can access your individual
LAWLAB website as set forth below (the “Site”) and use the LAWLAB
software system and related documentation or media, you must first
agree to comply at all times with the terms and conditions
contained in this LAWLAB License Agreement (“Agreement”).
Please read through the terms of this Agreement carefully. If
you agree to be bound by all of the terms as set forth in this
Agreement, click “I Agree” at the end of the Agreement. By clicking
on “I Agree” you are indicating your acceptance of this Agreement,
you are representing that you have the right and authority to enter
into this Agreement on behalf of yourself, your firm, and its
Authorized Users, and you consent to be legally bound by all of the
terms of this Agreement.
If you do not agree to all these terms or cannot make such
representations, click the “I Do Not Agree” button at the end of
this Agreement. If you elect not to accept the terms of this
Agreement, you may not access or use LAWLAB.
1) License Grant. Subject to your compliance with the terms
of this Agreement and payment of the applicable fees, Law Lab
grants you and your Authorized Users a limited, nonexclusive,
nonsublicensable, and nontransferable license to use the LAWLAB
system in its current form with any accompanying documentation and
manuals, including access to the software, hosting services, video
tutorials, FAQs, and limited training and support as provided in
2) License Fee; Users.
A) License Fee.
For use of the LAWLAB system as set forth in this Agreement,
you agree to pay the license fee as stipulated upon creation of your
subscription, which is
incorporated into this Agreement by this reference. Subject
to Section 3 below, licensing fees are due and payable to Law Lab
by you on the first day of each month or each year, depending on
the pricing selected by you. Licensing fees may be increased
by Law Lab upon 30 days prior written notice to you. Law Lab
will automatically charge the credit card number you submitted to
us for the applicable fee for the number of Active Users designated
Active User: An Active User is defined as an active user of the
software whose access has not been disabled and/or indicated as a
limited user in the LAWLAB system.
Administrator User: You may designate an administrator who may
access the LAWLAB system for your administration purposes.
Such administrator user is exempt from the license fee but
may not be marked as “visible” in the LAWLAB system.
Limited User: A user of the software whose use is limited to
viewing specific records only.
3) Automatic Renewal; Termination. Unless you provide Law
Lab with thirty (30) days prior written notice of your intent not
to renew this Agreement, this Agreement shall automatically renew
on a monthly basis without further notice to you from Law Lab,
subject to any change in the license fee under Section 2. Either
party may terminate this Agreement upon the other party’s breach of
this Agreement and failure to fully remedy the breach within thirty
(30) days of receiving written notice of such breach. Upon
termination of this Agreement for any reason, your URL and LAWLAB
access will be deactivated, and you and your Authorized Users agree
to immediately cease all use of LAWLAB in any form and return or
destroy all copies of LAWLAB documentation in your possession or
4) Limitations on Use. The foregoing license grant is for
your business use only, for the management of your clients,
documents, and related data on the LAWLAB system. This license
grant ends upon termination of this Agreement. At all times and
under all circumstances you agree that you shall not:
A) Sublicense, copy, distribute, modify, adapt, translate,
reverse engineer, decompile, disassemble, or prepare derivative
works based on LAWLAB;
B) Use or allow use of LAWLAB by more than the designated number
of Authorized Users, if you are paying per user.
C) Use or allow use of LAWLAB by anyone except Authorized
D) Access, use, or disclose LAWLAB source code;
E) Remove or alter any copyright, trademark, or other
proprietary notices included in or affixed to LAWLAB;
F) Sell, license, disclose, develop, or distribute any product
designed or intended for use with LAWLAB, without Law Lab’s express
prior written consent;
G) Transfer, sell, sublicense, or assign any of your rights
under this Agreement to another individual, organization, or
entity, without Law Lab’s express prior written consent;
H) Represent that LAWLAB is your product and/or proprietary to
I) Use any robot, spider, other automated device, or manual
process to monitor or copy any content from LAWLAB;
J) Interfere with Law Lab, its servers, or its ability to
K) Use LAWLAB to upload, transmit, or otherwise distribute any
content that contains viruses, spam, Trojan horses, worms, time
bombs or other harmful content; or
L) Use LAWLAB in any way not authorized under the terms of this
5) Your Obligations. You agree that:
A) You shall at all times prevent anyone from using LAWLAB
without sufficient malpractice insurance or in any unlawful manner,
including violation of your state’s applicable rules of
professional conduct governing attorneys and the unlawful practice
B) In order for Law Lab to promote secure access to and use of
LAWLAB, you must provide current, accurate identification,
contacts, and other information that may be required as part of the
registration process and/or continued use of LAWLAB;
C) You are responsible for protecting the security of your login
credentials including but not limited to user names and
D) You shall regularly update your web browser to ensure full
functionality of LAWLAB;
E) You shall at all times take any reasonable steps necessary to
ensure that all of your Authorized Users comply with the terms of
this Agreement; and
F) Because LAWLAB is hosted on the cloud through Amazon Web
Services (“AWS”), you acknowledge that this agreement is subject to
and incorporates AWS’s Customer Agreement, available at
https://aws.amazon.com/agreement/, and you agree to abide by the
terms of AWS’s Customer Agreement.
6) Ownership. ILG Innovation Law Lab and LAWLAB are owned
exclusively by Law Lab except for portions which may be subject to
open source licenses. You acknowledge that Law Lab makes no
representations to you regarding ownership of any open source
software contained within LAWLAB. All other right, title, and
interest in LAWLAB, related intellectual property, including any
updates or revisions and any accompanying programs, products, or
documentation, is and shall remain the sole and exclusive property
of Law Lab and its successors and assigns. Other than the license
grant expressly set forth in this Agreement, no interest in, rights
or licenses to LAWLAB are granted to you, and no interest in,
rights or licenses to LAWLAB shall inure in or accrue to you,
whether by implication, estoppel, or otherwise. All rights of any
kind in LAWLAB that are not expressly granted to you under this
Agreement are expressly reserved to and by Law Lab, its licensors,
successors and assigns.
7) Confidentiality & Security.
A) Both parties agree to treat the information contained in
LAWLAB and your account as confidential and not to use or disclose
such information except as necessary to fulfill obligations under
B) You agree that Law Lab and its agents may collect and use
technical and related information, including but not limited to
information about your computer, system and application software,
gathered periodically to facilitate the provision of software
updates and product support.
C) Any and all content that you upload or post to the LAWLAB
systems is your property at all times.
D) Law Lab’s access and use of the information you upload to
LAWLAB is strictly limited to the following: (i) if you
specifically request assistance from us to address a problem with
the software, Law Lab’s developer will access your account solely
to address the technical issue and for no other or additional
purpose; and (ii) if Law Lab is required to disclosed the
information by law (such as in response to a subpoena or court
E) In the event LawLab receives any subpoena or court order that
would require disclosure of information described in paragraph
7(D), LawLab will give you reasonable prior written notice before
8) Support, Documentation, Upgrades.
A) Hosting. Law Lab will provide you with an individual URL
established exclusively for your use and access to LAWLAB. The Site
is hosted on the cloud by Amazon Web Services. More information on
security can be found in the LAWLAB FAQs.
B) Training; User Support & Documentation. The monthly
licensing fee includes video tutorials, manuals, FAQs, and limited
start-up training and support. Any additional training, support, or
materials, including any customized materials, requested by you is
subject to an additional fee and a consulting agreement with Law
Lab. C) Modifications & Upgrades. Law Lab may from time to time
develop LAWLAB upgrades and revisions based on user feedback and
enhancements essential to the technological advancement of the
product. Other than as expressly set forth in this Agreement and
unless otherwise agreed in writing by Law Lab, Law Lab shall not be
obligated to provide any updates, revisions, new versions, bug
fixes, maintenance, or support for your use of LAWLAB.
D) Temporary Interruptions. Law Lab reserves the right
to temporarily suspend access to LAWLAB or the Site for operational
purposes, including, but not limited to, maintenance, repairs or
installation of upgrades, and will provide no less than two
business days’ notice prior to any such suspension. Such notice
will be provided to you in advance. Further, Law Lab will endeavor
to confine operational suspensions with reasonable efforts to
minimize disruptions for you.
9) DISCLAIMER OF WARRANTY. LAW LAB WARRANTS THAT IT HAS THE
RIGHT TO ENTER INTO THIS AGREEMENT; HOWEVER, LAW LAB MAKES NO
FURTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
CONCERNING LAWLAB OR THE SITE, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. LAW LAB DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR
REQUIREMENTS, YOUR SYSTEM’S REQUIREMENTS, THAT IT IS COMPATIBLE
WITH YOUR SYSTEM OR YOUR SOFTWARE, OR THAT OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
10) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAW LAB, ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ASSIGNS, BE LIABLE TO
YOU, YOUR AUTHORIZED USERS, OR ANY THIRD PARTY FOR LOST OR DAMAGED
DATA; SUBSTITUTE GOODS; LOST PROFITS; INTERRUPTION OF BUSINESS; OR
ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL
DAMAGES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE,
STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER LEGAL THEORY.
FURTHER, IN NO EVENT SHALL THE LIABILITY OF LAW LAB, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, OR ASSIGNS FOR THE USE OR INABILITY
TO USE LAWLAB, THE SITE, OR FOR BREACH OF THIS AGREEMENT EXCEED THE
AMOUNT OF THE LICENSE FEE PAID BY YOU TO LAW LAB OVER THE COURSE OF
A THREE (3) MONTH PERIOD.
11) Indemnification. You agree to indemnify, defend, and
reimburse Law Lab, and its officers, directors, employees, agents,
and assigns, from any and all disputes, causes of action, suits,
claims, fees or costs, including reasonable attorney’s fees,
arising from or related to your or your Authorized Users’ breach of
this Agreement, including but not limited to any representations
made by you or your Authorized Users under this Agreement, or you
or your Authorized Users’ use of LAWLAB or the Site.
12) Miscellaneous Provisions.
A) Compliance with Laws. You warrant and represent
that you and your Authorized Users shall at all times comply with
all applicable laws and regulations, including but not limited to
the laws of your state governing the practice of law, in connection
with your use of the Site and LAWLAB.
B) Waiver. All waivers shall be in writing. A waiver or
failure of any party to insist upon strict compliance of any
obligation under this Agreement shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.
C) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Oregon,
without regard to Oregon’s conflict-of-laws principles. The parties
agree that any claim asserted in any legal proceeding by one party
against the other shall be commenced and maintained exclusively in
the state or federal court located in Multnomah County, Oregon.
Both parties agree to submit to the jurisdiction of such courts
over each of them personally in connection with such litigation,
and waive any objection to venue in such courts and any claim that
such forum is an inconvenient forum.
D) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all
counterparts together shall constitute one and the same
E) Entire Agreement; Addendums. This Agreement constitutes
the entire agreement between the parties with respect to its
subject matter and supersedes all prior or contemporaneous
agreements, understandings, or representations regarding the Site
or your use of LAWLAB. This Agreement may not be modified or
amended except in a writing signed by both parties. Any preprinted
terms on any purchase order you may submit are expressly rejected
by Law Lab and shall be given no force or effect.
F) Severability. Any term or provision of this Agreement
deemed invalid or unenforceable in any jurisdiction shall not
render invalid or unenforceable the remaining terms and provisions
of this Agreement or otherwise affect the validity or
enforceability of any term or provision of this Agreement.
G) Injunctive Relief. You agree that it would be difficult
to measure damages to Law Lab in the event of any breach by you of
this Agreement and that monetary damages would be an inadequate
remedy for any such breach. Accordingly, you agree that in the
event of your or your Authorized Users’ actual or threatened breach
of this Agreement, Law Lab shall be entitled, in addition to all
other remedies it may have at law or in equity, to an injunction or
other appropriate orders to restrain any such breach or any
attempted breach without showing or proving any actual damage
sustained by Law Lab. The amount of the bond, if any, to be posted
by Law Lab in seeking such injunction shall be not more than
$2,500, but this amount shall not limit or be evidence of the
amount of damages to Law Lab. Nothing in this paragraph shall be
construed as precluding or limiting any other remedies available to
Law Lab at law or in equity for any breach or threatened or
attempted breach of this Agreement, including the recovery of
H) Attorney Fees. If any action is brought by a party to
this Agreement to enforce or interpret its terms or provisions, the
prevailing party shall be entitled to reasonable attorney fees and
costs incurred in connection with such action, prior to, at trial,
and on any appeal.
I) Survival. The provisions of Sections 4, 6, 9, 10, 11,
and 12 shall survive termination of this Agreement.