User Information Form & Service Agreement
(Print)
Note: * denotes a required field.*Corporate Client Name: ____________________
--------------------Form Completed by--------------------
*Name: ____________________
*Email Address: ____________________
--------------------Vendor Information--------------------
*Vendor Name: ____________________
*Address 1: ____________________
Address 2: ____________________
*City: ____________________
*State/Province: ____________________
Country: ____________________
*Zip Code: ____________________
If you are a law firm, enter the number of lawyers at your firm: ____________________
Estimated number of Active Matters for this Client: ____________________
--------------------Administrative Contact--------------------
*Name: ____________________
Title: ____________________
*Address 1: ____________________
Address 2: ____________________
*City: ____________________
*State/Province: ____________________
Country: ____________________
*Zip Code: ____________________
*Phone: ____________________
Email: ____________________
--------------------Technical Contact--------------------
*Name: ____________________
Title: ____________________
*Address 1: ____________________
Address 2: ____________________
*City: ____________________
*State/Province: ____________________
Country: ____________________
*Zip Code: ____________________
*Phone: ____________________
Email: ____________________
--------------------Accounts Payable Contact--------------------
*Name: ____________________
Title: ____________________
*Address 1: ____________________
Address 2: ____________________
*City: ____________________
*State/Province: ____________________
Country: ____________________
*Zip Code: ____________________
*Phone: ____________________
Email: ____________________
--------------------Technical Information--------------------
What time and billing system does your company currently use?
System: ____________________
Version: ____________________
If your company has multiple locations, list the locations that will be submitting invoices to this client.
Locations? ____________________
List the currencies in which you will be submitting invoices to this client
Currencies? ____________________
Are you currently using Uniform Task Based Management System (task-based billing) with this client?
____________________ Yes
____________________ No
____________________ Unknown
What electronic invoice file formats, if any, does your time & billing system support?
____________________ LEDES1998B
____________________ LEDES1998BI
____________________ LEDES XML
____________________ Other (please specify)
____________________ None
If you currently invoice through other services, please specify which ones:
____________________ BottomLine Legal eXchange
____________________ Bridgeway Corridor
____________________ Bridgeway Smart Invoice
____________________ eBilling Hub
____________________ LexisNexis CounselLink
____________________ Mitratech Collaborati
____________________ Serengeti
____________________ Other (please specify)
What is your standard web browser?
____________________ Internet Explorer Version: ____________________
____________________ Chrome
____________________ Firefox
____________________ Safari
____________________ Other (please specify): ____________________
What computer operating system(s) do you use?
____________________ Windows Version: ____________________
____________________ Mac OSVersion: ____________________
____________________ UnixVersion: ____________________
____________________ Other(please specify): ____________________
Service Agreement
THE FOLLOWING CONSTITUTES A SERVICE AGREEMENT (THE "AGREEMENT") BY AND BETWEEN WOLTERS KLUWER ELM SOLUTIONS, INC. AND ITS AFFILIATES (COLLECTIVELY, "ELM SOLUTIONS") AND THE BUSINESS ENTITY REPRESENTED BY THE INDIVIDUAL WHO CLICKS "I AGREE” BELOW (REFERRED TO AS "YOU" OR "CUSTOMER"). IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE BUTTON AT THE BOTTOM OF THIS PAGE LABELED "I AGREE", AT WHICH TIME THIS AGREEMENT WILL BECOME EFFECTIVE AND YOU WILL BE PROVIDED ACCESS TO THE WEBSITE, THE NETWORK AND THE APPLICATIONS. ANY INDIVIDUAL WHO CLICKS "I AGREE" BELOW REPRESENTS THAT HE OR SHE HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT ON BEHALF OF CUSTOMER
If you have not reviewed the Pricing Information Letter from ELM Solutions, please review prior to clicking below or accessing the Network, the Website or the Applications.
This Agreement consists of two parts. Part I contains definitions of terms used herein and certain general terms and conditions that apply to the parties regardless of which Application Customer utilizes via the Website and the Network. By clicking the "I AGREE” button below, or by accessing the Website or the Network and making use of the Services or by having the Services used on Customer’s behalf, Customer takes affirmative action to signify that Customer is entering into a legal agreement and is agreeing to be bound by the terms of Part I EVEN WITHOUT CUSTOMER’S SIGNATURE.
Part II contains terms and conditions that are specific to certain Applications and that apply to the parties only if Customer utilizes or otherwise accesses the respective Applications. By utilizing or otherwise accessing any Application via the Website or the Network or by having any Application accessed or used on Customer’s behalf at any time now or hereafter, Customer takes affirmative action to signify that Customer is entering into a legal agreement and is agreeing to be bound by the terms of Part II that are identified as applying to such Application, EVEN WITHOUT CUSTOMER’S SIGNATURE. In the event Customer is hereafter notified of any updated or modified version of this Agreement, Customer’s subsequent use or other access of the Website, the Network and/or any Applications shall indicate Customer’s agreement to such updated or modified terms. ELM Solutions is willing to be bound to this Agreement and provide the Services, the Website, the Network and Applications to Customer, even without its signature, ONLY if Customer is willing to accept all of these terms.
IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER SHOULD CLICK ON THE BUTTON AT THE BOTTOM OF THIS AGREEMENT LABELED "LOGOUT", AT WHICH POINT CUSTOMER WILL RETURN TO THE PRIOR WEB PAGE AND THIS AGREEMENT WILL NOT BECOME EFFECTIVE. CUSTOMER SHOULD PROMPTLY RETURN TO ELM SOLUTIONS ANY AND ALL RELATED DOCUMENTATION PREVIOUSLY PROVIDED BY ELM SOLUTIONS.
PART 1 – GENERAL TERMS
1. Definitions as used in this Agreement:
1.1 "Accruals Collaboration" shall mean an Application on the Website that provides Customer remote access to the Network and enables Customer to receive from Clients requests for matter accruals, to transmit such matter accruals to Clients in an electronic format, and to receive from Clients responses to such matter accruals.
1.2 "Applications" shall mean Invoice File Submission, Manual Invoice Entry, Budget Collaboration, Accruals Collaboration, Timekeeper Collaboration, Matter Narratives, Recap Report and Trading Partners List, and such other software program(s) that may be hereafter supplied by ELM Solutions to Customer via the Website or otherwise incorporated into the Website, and any corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to Customer in connection herewith.
1.3 "Budget Collaboration” shall mean an Application on the Website that provides Customer remote access to the Network and enables Customer to receive from Clients requests for matter budget proposals, to transmit such matter budget proposals to Clients in an electronic format, and to receive from Clients responses to such matter budget proposals.
1.4 "Client" shall mean a single client of Customer who has entered into a license and/or service agreement with ELM Solutions for a single production installation of ELM Solutions’ applications related to the Services.
1.5 "Data Protection Legislation" means the Confederation of Switzerland’s Federal Act on Data Protection together with any legislation in force from time to time that implements the European Community’s Directive 95/46/EC or, as from 25 May 2018, repealing Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, provided they are applicable to the provision of the Services pursuant to this Agreement. "Personal Data,” "Controller,” "File Controller,” "Processor” and "Processing” shall have the meanings given in the applicable Data Protection Legislation.
1.6 "Digital Signature" shall mean a functionality to digitally sign Customer’s invoices transmitted to Client via the Network.
1.7 "Effective Date" shall mean the date on which the Customer clicks the "I AGREE" button at the bottom of this page, or accesses the Website or the Network and makes use of the Services.
1.8 "Invoicing Data" means any information transmitted by Customer to Client via the Network, the Website or the Applications and which may contain Personal Data;
1.9 "Manual Invoice Entry" shall mean a functionality on the Website that provides Customer remote access to the Network and enables Customer to upload invoices and other related data to the Network, processes such invoices and data, and submits such invoices and data to Client on behalf of Customer.
1.10 "Matter Narrative Collaboration" shall mean an Application on the Website that provides Customer remote access to the Network and enables Customer to receive from Clients requests for matter narratives, to transmit such matter narratives to Clients in an electronic format, and to receive from Clients responses to such matter narratives.
1.11 "Network" shall mean the private network system provided by ELM Solutions to Customer and Client(s) through which the Customer and Client(s) may transmit and exchange information and electronic documents.
1.12 "Pricing Information Letter” shall mean one or more written notices from ELM Solutions to Customer, transmitted from time to time either by U.S. mail, email or facsimile, setting forth specific fee and payment terms for Customer’s access and use of one or more Applications.
1.13 "Recap Report and Trading Partners List” shall mean an Application on the Website that permits Customer to generate reports identifying invoices submitted to Clients via the Network and the names of such Clients.
1.14 "Services" shall include providing remote access to the Network, enabling Customer to submit electronic invoices and other related data, including attached files, processing such invoices and data by ELM Solutions, submitting such invoices and data to Client by ELM Solutions on behalf of Customer and providing technical support to Customer by ELM Solutions on use of the Network and the Services.
1.15 "Timekeeper Collaboration” shall mean an Application on the Website that provides Customer remote access to the Network and enables Customer to receive from Clients requests for matter timekeeping, to transmit such matter timekeeping to Clients in an electronic format, and to receive from Clients responses to such matter timekeeping.
1.16 "Web scraping” (screen scraping or web harvesting or web data extraction) shall mean a computer software technique of extracting information from websites. This is accomplished by either directly implementing the Hypertext Transfer Protocol (on which the Web is based), or embedding a web browser. Web scraping is closely related to web indexing, which indexes information on the web using a bot or web crawler and is a universal technique adopted by most search engines. In contrast, web scraping focuses more on the transformation of unstructured data on the web, typically in HTML format, into structured data that can be stored and analyzed in a central local database or spreadsheet. Web scraping is also related to web automation, which simulates human browsing using computer software. Uses of web scraping include online price comparison, contact scraping, weather data monitoring, website change detection, research, web mashup and web data integration.
1.17 "Website" shall mean only this website provided by ELM Solutions to provide Customer access to the Applications.
2. The Website, the Network and the Applications. 2.1 Subject to the terms and conditions herein, upon acceptance of this Agreement, ELM Solutions shall provide the Services and grant to Customer access to the Website, the Network and to those of the Applications which the Clients have instructed ELM Solutions to make available to Customer. Customer may use the Website, the Network and the Applications solely for their intended purpose and in connection with ELM Solutions’ other applications licensed separately to the Clients. 2.2 Customer is responsible for all its own costs (including, without limitation, internet access, hardware and software necessary to access the Website and installation) and user access security associated with the Website, the Network and the Applications. 2.3 Customer agrees not to modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Website, the Network, the Applications, or any software provided, or otherwise utilized, by ELM Solutions in operating the Website and Network or the Applications. Customer or Client may not, when using the Network, Website or Applications, or any software provided (i) engage in any conduct that disrupts or impedes the Network, Services, or Applications; or (ii) engage in Web scraping or any other activity that uses web "bots” or similar data gathering or extraction methods with the purpose of obtaining lists of users or other information from the Website, Network or Applications. If Customer is found to impact the performance of other Customers/Clients, then ELM Solutions shall take steps to prevent impact on the overall system with potential actions including: (i) block Customer’s IP address from accessing the Website, Network, and Applications or (ii) ratelimiting requests per hour to not exceed 200 per hour. Customer agrees to protect your password, applicable devices and account from all unauthorized use; and be solely responsible for creating backup files of all data accessed by or used through the Service and that ELM Solutions is not liable for any damages relating to lost, corrupted or damaged data.
2.4 Use of the Website, the Network and the Applications is subject to ELM Solutions’ Privacy Policy, located at https://www.wolterskluwer.com/en/privacycookies or will be provided to Customer on written request to ELM Solutions at 3009 Post Oak Blvd, Ste. 1000, Houston, TX 77056, Attn: Legal Department; the terms of which are incorporated herein by reference.
2.4.1 Customer acknowledges (i) it is the Controller and ELM Solutions is a Processor with regard to the processing of Personal Data transmitted via the Website, the Network and the Applications; (ii) it is solely responsible for inclusion of Personal Data within Invoicing Data; (iii) to the extent any such Invoicing Data contains Personal Data, such Personal Data are included at the discretion of the Customer without involvement by ELM Solutions; (iv) ELM Solutions processes Invoicing Data solely upon the instructions and for the purposes determined by Customer and by Client, as set forth herein; (v) ELM Solutions has no direct relationship with the individuals whose Personal Data may be included in Invoicing Data ("Covered Individuals”); and (vi) Customer and, if applicable, ELM Solutions, remains responsible for compliance with their own obligations under the Data Protection Legislation.
2.4.2 Customer acknowledges that the subject-matter of said processing is to provide the Services and relates to Invoicing Data concerning Covered Individuals. Where Personal Data Legislation is applicable, ELM Solutions (i) shall process the Personal Data only on documented instructions from Customer or Client, unless required to do so by European Union or Member State law to which ELM Solutions is subject; in such a case, ELM Solutions shall inform Customer or Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest; (ii) ensures that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (iii) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk; (iv) taking into account the nature of the Processing, assist Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Customer's and Client’s obligation to respond to requests for exercising the Covered Individuals’ rights under Data Protection Legislation; (v) assist Customer in ensuring compliance with its own obligations of security; (vi) at the choice of Customer, deletes or returns all the Personal Data to Customer after the end of the provision of Services, and deletes existing copies unless European Union or Member State law requires further storage; (vii) makes available to Customer all information necessary to demonstrate compliance with the obligations under in this article and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer. Customer further agrees that ELM Solutions may engage the subprocessors listed below, provided (i) ELM Solutions has executed a written agreement with them providing for obligations no less stringent than those provided in this article; in the event Customer is hereafter notified of any updated or modified list of subprocessor, it will be entitled to object on legitimate ground to the addition of any new subprocessor in this list within 5 days following ELM Solutions’ notification; and (ii) if the subprocessor is accessing Personal Data from outside the European Economic Area, that this country has been formally recognized by the European Commission as providing an adequate level of data protection, or that ELM Solutions has entered into Personal Data transfer safeguards deemed appropriate under Data Protection Legislation. The subprocessors utilized by ELM Solutions will be QA Source, Computer Generated Solutions, LTD, Canada, Rackspace, Wolters Kluwer ELM Solutions Private LTD, and Microsoft Corporation, Amazon Web Services, IBM Softlayer Accion Labs, Atmecs, Inc., Hexaware Technologies Limited, Exadel, Inc., Tata Consultancy Services Limited, and Mindtree. Additional subprocessor information is located at https://info.wkelmsolutions.com/subprocessors.html.
2.4.3 It is Customer’s responsibility, in accordance with Data Protection Legislation, to provide compulsory information to (i) its identity and contact details (including for its data protection officer if applicable); (ii) if applicable, the source from which the data originates and details about the categories of such data; (iii) the purposes for which Personal Data are collected and then used and the legal basis for such Processing (including, if applicable, the legitimate interest pursued); (iv) the types of recipients (whether or not third parties) to whom their Personal Data are disclosed; (v) the fact that their Personal Data will be transferred to the United States, Canada, and India based on appropriate safeguards (standard contractual clauses) and potentially in other countries where the Client will process said Personal Data; (vi) the data retention periods; (vii) the Covered Individuals’ rights of access to, and, if applicable rectification, erasure, objection, restriction of processing, , data portability, withdrawal of consent where consent was the basis for processing, and to lodge a complaint with national regulator; (viii) whether the provision of Personal Data is compulsory under the contract or a statutory obligation, and whether failing to provide such data may have some consequences; and (ix) details about automated decision-making regarding Covered Individuals based on Personal Data. It is Customer’s responsibility, where required by Data Protection Legislation, to provide Covered Individuals with access to their Personal Data and to allow correction, amendment, deletion, restriction of processing, objection, and data portability concerning such data under the conditions of Customer’s applicable laws.
3. Maintenance and Support; Access Fees.
3.1 During the term of this Agreement, ELM Solutions shall, at no additional cost (i) provide Customer technical support of the Website, Network and Applications, on a reasonable basis, during ELM Solutions’ normal business hours; and (ii) provide changes or additions to the Website, Network and Applications designed to correct or remedy any instance of the Website, Network or Applications failing to perform in accordance with ELM Solutions’ specifications (a "Defect”).
3.2 ELM Solutions shall not provide technical support for or be required to correct any Defect based upon (i) the use of the Website, Network or Applications in connection with or in combination with any hardware, software or data not intended for use with the Website, Network and Applications, (ii) the use of the Website, Network or Applications other than as permitted under this Agreement or in a manner for which they are not intended, (iii) use of the Website, Network or Applications by a third party agent utilized by Customer to submit invoices or other data, including in connection with any application offered or used by such third party, or (iv) the Customer's continued use of the Website, Network and Applications after ELM Solutions has advised the Customer to cease such use.
3.3 Access Fees. In consideration of the Services provided by ELM Solutions, Customer (or Client on behalf of Customer) shall pay an access fee to ELM Solutions (the "Access Fee"), based on the then-current ELM Solutions subscription rates, as described in the Pricing Information Letter provided to the Customer. The terms of such Pricing Information Letter are incorporated herein by reference. The Access Fee permits use of the Services by Customer to transmit to Clients, and, except to the extent that Client shall be required to pay such Access Fee, pursuant to the Pricing Information Letter, a separate Access Fee shall be owed for each Client to which Customer transmits using the Services. Access Fees are subject to periodic review and adjustment, at ELM Solutions’ sole discretion. Should Customer be disconnected for nonpayment of the Access Fee, an additional fee may be charged for reconnection.
4. Limited Warranty; Limitation of Liability.
4.1 THE WEBSITE, THE NETWORK AND THE APPLICATIONS ARE PROVIDED TO CUSTOMER ON AN "AS-IS" BASIS. ELM SOLUTIONS PROVIDES NO WARRANTIES OR REMEDIES FOR THE WEBSITE, THE NETWORK OR THE APPLICATIONS. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON CUSTOMER UNLESS EXPRESSLY GRANTED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELM SOLUTIONS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND TITLE OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE WEBSITE, THE NETWORK OR THE APPLICATIONS, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 (NINETY) DAYS FROM THE EFFECTIVE DATE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ELM SOLUTIONS, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
4.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ELM SOLUTIONS NOR ITS AFFILIATES OR SUPPLIERS SHALL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING OUT OF OR RELATING TO (A) APPLICATION INTERRUPTIONS; (B) LOST, ALTERED OR INACCURATE MESSAGES OR TRANSMISSIONS; (C) INTEROPERABILITY, INTERACTION OR INTERCONNECTION PROBLEMS; (D) UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER'S OR THIRD PARTY'S APPLICATIONS, CONTENTS, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS; (E) INABILITY TO USE EQUIPMENT OR ACCESS DATA; (F) LOSS OF BUSINESS, LOSS OF PROFITS; (G) BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE WEBSITE, NETWORK OR APPLICATIONS, OR BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ELM SOLUTIONS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
4.3 ELM SOLUTIONS’ TOTAL LIABILITY TO CUSTOMER FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT OF ALL FEES PAID BY CUSTOMER TO ELM SOLUTIONS HEREUNDER IN THE PRECEDING 12 (TWELVE) MONTHS AND $50.00 LESS AGGREGATE DAMAGES PREVIOUSLY PAID BY SUCH PARTY UNDER THIS AGREEMENT.
4.4 (USA ONLY) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER AND CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
4.5 THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS AGREEMENT.
5. Basis of Bargain. The Warranty Disclaimer and Limitation of Liability set forth above are fundamental elements of the basis of the agreement between ELM Solutions and Customer. ELM Solutions would not be able to provide the Website, Network and Applications on an economic basis without such limitations. Such Warranty Disclaimer and Limitation of Liability inure to the benefit of ELM Solutions' licensors.
6. Indemnification. Customer hereby agrees to indemnify ELM Solutions, its subsidiaries, licensors, owners, agents, affiliates and contractors, and all of their officers, directors and employees (collectively, "Indemnified Parties”) against, and hold the Indemnified Parties harmless from, any loss, damage or expense (including reasonable attorneys' fees) to third parties and sustained by an Indemnified Party arising out of or resulting from Customer’s use of a third party agent to submit invoices or other related data through the Website, Network or Applications on Customer’s behalf or Customer otherwise granting any such third party access to the Website, Network or Applications.
7. Confidentiality.
7.1 ELM Solutions acknowledges that the information, documents and invoices transmitted by Customer utilizing the Website, Applications and Network include confidential and proprietary information of Customer. Customer acknowledges that the Website, Network and Applications and all related documentation, software, programs, technical information and other information and applications relating to the Website, Network and Applications and/or otherwise disclosed to Customer in the course of ELM Solutions’ performance under this Agreement are the confidential and proprietary information of ELM Solutions. (The information described in the preceding sentences shall be collectively referred to as the "Confidential Information.") Each party agrees that such Confidential Information shall be held in confidence and shall only be used for purposes set forth in this Agreement or the Privacy Policy and for providing the Applications and Services. Customer expressly acknowledges that ELM Solutions will have access to the information Customer transmits using the Website, Network and Applications, and Customer hereby consents (and represents that Customer has obtained all other necessary consents) for ELM Solutions to do so; provided, ELM Solutions shall use such information only in accordance herewith and ELM Solutions’ Privacy Policy.
7.2 Any violation or threatened violation of these confidentiality provisions may cause irreparable injury, entitling the disclosing Party to seek injunctive relief in addition to all legal remedies.
8. Title and Ownership. ELM Solutions, or our licensors and suppliers, shall retain title and all ownership and intellectual property rights relating to the Services, Website, Network and Applications provided hereunder and all of ELM Solutions’ Confidential Information. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by ELM Solutions and its suppliers.
9. Trademarks. "ELM Solutions” and other trademarks contained in the Website are trademarks or registered trademarks of Wolters Kluwer ELM Solutions, Inc. in the United States and/or other countries. Third-party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. Customer may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Website. This Agreement does not authorize Customer to use ELM Solutions' or its licensors' names or any of their respective trademarks.
10. Term; Termination.
10.1 Subject to sooner termination as herein provided and the terms of any and all Pricing Information Letters heretofore received by Customer, this Agreement shall be effective for an initial term of one (1) year following the Effective Date. This Agreement, shall automatically be renewed unless either party shall, not less than thirty days prior to the next anniversary date hereof, give the other party written notice of its intent to terminate this Agreement. 10.2 This Agreement, and all of Customer's right to access the Services, Website, Applications and Network will terminate automatically and immediately without notice from ELM Solutions if Customer fails to (i) pay any access fee specified in any Pricing Information Letter when due, or (ii) comply with any provision of this Agreement. The provisions of Section 4 (Limited Warranty; Limitation of Liability), Section 6 (Indemnification), Section 7 (Confidentiality) and Section 8 (Title and Ownership) shall survive any expiration or termination of this Agreement for any reason.
11. Mandate for Use of Digital Signatures.
11.1. If so agreed between Customer and a respective Client and communicated to ELM Solutions via Customer’s use of the Services, ELM Solutions shall make available to Customer via the Services functionality to digitally sign Customer’s invoices transmitted to Client via the Services. Customer acknowledges such digital signatures, and the related technical functionality required to provide them, will be supplied by TrustWeaver AB ("TrustWeaver”), an independent third party digital signature broker.
11.2 Customer hereby authorizes TrustWeaver to receive Customer’s invoice data not yet constituting an original invoice and subsequently to apply an electronic signature to this data to issue electronic invoices "in the name and on behalf of” Customer (the foregoing authorization being referred to herein as the "Mandate”). Customer explicitly acknowledges and agrees that: (i) TrustWeaver will apply such electronic signatures with private keys corresponding to certificates issued by third party certification service providers to TrustWeaver, and (ii) Customer’s invoices may include language specifying this outsourced invoice issuance relationship.
11.3 This Mandate is intended to meet all requirements, under applicable law regulating electronic invoicing, concerning agreements between invoicing parties and third parties not party to the underlying sales transaction, in particular as regards the issue of electronic invoices "in the name and on behalf of” parties legally obligated to issue an invoice. Such requirements include the requirements for a "mandate” (Fr: "mandat”) under French law, as well as equivalent concepts in other laws. In this regard, Customer acknowledges and agrees as to all of the following requirements of this paragraph. Customer remains fully responsible towards competent tax authorities for its invoices and their VAT and other tax implications. Among other things, Customer remains fully responsible for, where relevant, reporting and paying VAT and other applicable taxes as though the invoice were issued directly by Customer. Customer shall not directly or indirectly submit invoice data to TrustWeaver that under applicable law may not be used by a third party for issuing invoices "in the name and on behalf of” customer. Customer shall within 24 hours of providing invoice data to ELM Solutions via the Services inform the latter if Customer has not yet received its copy of the original copy of the signed invoice issued in its name and on its behalf, or has not yet been granted on-line access to the same. Customer shall within 24 hours from the moment that the invoice, issued in its name and on its behalf by TrustWeaver, has become available to Customer signal apparent errors in the invoice to ELM Solutions. If Customer has not within the time limits stated in the previous two sentences signaled an apparent error in the invoice, the invoice will be deemed to have been validly issued. Where possible under applicable law, Customer agrees not to challenge the valid issuance of an invoice if it is deemed to be correct in accordance with the foregoing. Customer agrees to inform ELM Solutions of any changes in information pertaining to Customer that might be relevant to the validity of this Mandate or to the correct issuance of Customer’s invoices by TrustWeaver under this Mandate. Customer agrees to take all the necessary measures to ensure that its e-invoicing processes, as well as those of relevant Customer agents and service providers, that are not the subject of this Mandate fulfill all applicable legal requirements.
11.4 Unless otherwise expressly agreed with ELM Solutions, Customer hereby acknowledges and agrees: (i) that issuance of invoices under this Mandate is not "selfbilling” (the issue of the invoice by the Client in name and on behalf of the Customer), and therefore is not subject to applicable legal requirements for self-billing; (ii) to present the activities performed under this agreement to tax authorities as straight invoicing from the Customer to the Client, whereby issuance of the invoice is outsourced to TrustWeaver. In the event that, despite the foregoing, tax authorities qualify an invoice issued under this agreement as having been issued under a "self-billing” arrangement, Customer acknowledges and agrees the following: (a) all the stipulations under Section 11.3 above apply equally to the presumed self-billing relationship; and (b) Customer shall conform to any other specific applicable legal requirements for self-billing under the laws applying to their respective e-invoicing processes.
12. General.
12.1 This Agreement contains the complete agreement and supersedes all prior agreements and representations between Customer and ELM Solutions concerning the subject matter hereof and may be amended or supplemented only by a writing executed by both parties. If any provision (or part thereof) of this Agreement is held to be unenforceable for any reason, such provision (or part thereof) shall be reformed only to the extent necessary to make it enforceable. This Agreement is governed by the laws of the State of New York, without regard to its conflicts of laws principles. Any Party bringing a legal action or proceeding against any other Party in connection with this Agreement shall bring the legal action or proceeding in the United States Southern District of New York or in any Court for the State of New York sitting in New York City. This Agreement is written in and shall be interpreted for all purposes in accordance with the English language as used in the United States of America. The parties hereto specifically exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods from this Agreement. The Customer acknowledges that it has dealt with ELM Solutions at all times at arm’s length, ELM Solutions is at all times an independent contractor and that the Customer’s relationship with ELM Solutions is not one of principal and agent. Neither party has the authority to bind or act on behalf of the other Party except as expressly contemplated herein, and each Party agrees to make no representation to the contrary. The failure of Customer or ELM Solutions to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Should Customer have any questions concerning this Agreement, please contact us in writing.
12.2 Export Control. Customer agrees to use the Services, Website, Network, and Applications in compliance with all applicable export controls and economic sanctions laws, including without limitation: by not exporting or transferring to, using for the benefit of, or making the Services, Website, Network, and Applications available for use by any person or entity identified on, or otherwise subject to restrictions imposed by, the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals List or the U.S. Department of Commerce’s Bureau of Industry & Security’s Denied Persons, Entity, and Unverified Lists; located in any jurisdiction that is subject to comprehensive U.S. economic sanctions; or with whom U.S. persons are otherwise prohibited from engaging such transaction. In addition, ELM Solutions will have no obligation to make the Applications or Services available or available in any jurisdiction if doing so, in its reasonable discretion, would violate applicable law.
PART II – TERMS SPECIFIC TO THE APPLICATIONS
1. Manual Invoice Entry. The following terms apply only to Customer’s access or use of the Manual Invoice Entry functionality.
1.1 Subject to the terms and conditions herein, ELM Solutions shall grant to Customer access to the Manual Invoice Entry functionality. Customer may use Manual Invoice Entry solely for the transmission of Customer's own invoices and billing information to its Clients and the exchange of related data and documents, and then solely in connection with the Website and ELM Solutions’ other applications licensed separately.
1.2 In consideration of ELM Solutions providing Manual Invoice Entry to Customer, Customer shall pay an access fee (the "Manual Invoice Entry Access Fee") for each Client to which Customer transmits invoice data using Manual Invoice Entry. The Manual Invoice Entry Access Fee shall be based upon the then-current ELM Solutions pricing, as described in one or more Pricing Information Letters heretofore provided to Customer. The terms of such Pricing Information Letters are incorporated herein by reference. The Manual Invoice Entry Access Fee is subject to periodic review and adjustment, at ELM Solutions’ sole discretion. Should Customer be disconnected for nonpayment of the Manual Invoice Entry Access Fee, on request by Customer for reconnection, an additional fee may be owed.
1.3 Customer consents to ELM Solutions acting as the service provider in the name and on behalf of Customer for the creation, the electronic transmission and processing of invoices (including invoices containing value added tax ("VAT”) information) via Manual Invoice Entry and hereby mandates that ELM Solutions create, transmit and process such invoices on Customer’s behalf.
1.4 Customer shall be solely responsible for calculating and providing accurate and complete VAT information (as required under applicable law to create a valid, electronic VAT invoice) to ELM Solutions and Client(s) and for VAT reclaim and return.
1.5 Customer shall be solely responsible for archiving all content of all VAT invoices transmitted by Customer using Manual Invoice Entry in accordance with VAT laws and regulations applicable to Customer and its Clients, and providing tax authorities with access to such content in accordance with VAT laws and regulations applicable to Customer and its Clients.
1.6 Customer may save drafts of its invoices on the Website for up to 60 (sixty) days before transmission to its Clients. All drafts of invoices not transmitted after 60 days will be deleted automatically from the Website. Customer will receive a notification concerning all draft invoices on the Website for longer than 30 (thirty) days.
2. Budget Collaboration. The following terms apply only to Customer’s access or use of Budget Collaboration.
2.1 Subject to the terms and conditions herein, ELM Solutions shall grant to Customer access to Budget Collaboration. Customer may use Budget Collaboration solely to request and receive from Clients budget information regarding Customer’s engagement with the Clients, and then solely in connection with the Website and ELM Solutions’ other applications licensed separately.
2.2 There is currently no fee payable by Customer for use of Budget Collaboration. Nonetheless, ELM Solutions reserves the right to hereafter require payment of a fee by Customer for continued use of Budget Collaboration, the amount of such fee to be determined in ELM Solutions’ sole discretion (a "Budget Collaboration Access Fee”). ELM Solutions shall provide Customer advance written notice via a Pricing Information Letter prior to the imposition of any such Budget Collaboration Access Fee, and Customer shall have the option of then discontinuing use of the Budget Collaboration in lieu of paying such Budget Collaboration Access Fee. Customer’s continued use of Budget Collaboration after receipt of such Pricing Information Letter shall indicate Customer’s acceptance of the terms stated in such Pricing Information Letter and agreement to pay the Budget Collaboration Access Fee. Any Budget Collaboration Access Fee charged hereunder shall be subject to periodic review and adjustment, at ELM Solutions’ sole discretion.
3. Accruals Collaboration. The following terms apply only to Customer’s access or use of Accruals Collaboration.
3.1 Subject to the terms and conditions herein, ELM Solutions shall grant to Customer access to Accruals Collaboration. Customer may use Accruals Collaboration solely to request and receive from Clients accruals information regarding Customer’s engagement with the Clients, and then solely in connection with the Website and ELM Solutions’ other applications licensed separately.
3.2 There is currently no fee payable by Customer for use of Accruals Collaboration. Nonetheless, ELM Solutions reserves the right to hereafter require payment of a fee by Customer for continued use of Accruals Collaboration, the amount of such fee to be determined in ELM Solutions’ sole discretion (an "Accruals Collaboration Access Fee”). ELM Solutions shall provide Customer advance written notice via a Pricing Information Letter prior to the imposition of any such Accruals Collaboration Access Fee, and Customer shall have the option of then discontinuing use of the Accruals Collaboration in lieu of paying such Accruals Collaboration Access Fee. Customer’s continued use of Accruals Collaboration after receipt of such Pricing Information Letter shall indicate Customer’s acceptance of the terms stated in such Pricing Information Letter and agreement to pay the Accruals Collaboration Access Fee. Any Accruals Collaboration Access Fee charged hereunder shall be subject to periodic review and adjustment, at ELM Solutions’ sole discretion.
4. Timekeeper Collaboration. The following terms apply only to Customer’s access or use of Timekeeper Collaboration.
4.1 Subject to the terms and conditions herein, ELM Solutions shall grant to Customer access to Timekeeper Collaboration. Customer may use Timekeeper Collaboration solely to request and receive from Clients timekeeper information regarding Customer’s engagement with the Clients, and then solely in connection with the Website and ELM Solutions’ other applications licensed separately.
4.2 There is currently no fee payable by Customer for use of Timekeeper Collaboration. Nonetheless, ELM Solutions reserves the right to hereafter require payment of a fee by Customer for continued use of Timekeeper Collaboration, the amount of such fee to be determined in ELM Solutions’ sole discretion (a "Timekeeper Collaboration Access Fee”). ELM Solutions shall provide Customer advance written notice via a Pricing Information Letter prior to the imposition of any such Timekeeper Collaboration Access Fee, and Customer shall have the option of then discontinuing use of the Timekeeper Collaboration in lieu of paying such Timekeeper Collaboration Access Fee. Customer’s continued use of Timekeeper Collaboration after receipt of such Pricing Information Letter shall indicate Customer’s acceptance of the terms stated in such Pricing Information Letter and agreement to pay the Timekeeper Collaboration Access Fee. Any Timekeeper Collaboration Access Fee charged hereunder shall be subject to periodic review and adjustment, at ELM Solutions’ sole discretion.
5. Matter Narrative Collaboration. The following terms apply only to Customer’s access or use of Matter Narrative Collaboration.
5.1 Subject to the terms and conditions herein, ELM Solutions shall grant to Customer access to Matter Narrative Collaboration. Customer may use Matter Narrative Collaboration solely to request and receive from Clients matter narrative information regarding Customer’s engagement with the Clients, and then solely in connection with the Website and ELM Solutions’ other applications licensed separately.
5.2 There is currently no fee payable by Customer for use of Matter Narrative Collaboration. Nonetheless, ELM Solutions reserves the right to hereafter require payment of a fee by Customer for continued use of Matter Narrative Collaboration, the amount of such fee to be determined in ELM Solutions’ sole discretion (a "Matter Narrative Collaboration Access Fee”). ELM Solutions shall provide Customer advance written notice via a Pricing Information Letter prior to the imposition of any such Matter Narrative Collaboration Access Fee, and Customer shall have the option of then discontinuing use of the Matter Narrative Collaboration in lieu of paying such Matter Narrative Collaboration Access Fee. Customer’s continued use of Matter Narrative Collaboration after receipt of such Pricing Information Letter shall indicate Customer’s acceptance of the terms stated in such Pricing Information Letter and agreement to pay the Matter Narrative Collaboration Access Fee. Any Matter Narrative Collaboration Access Fee charged hereunder shall be subject to periodic review and adjustment, at ELM Solutions’ sole discretion.
6. Recap Report and Trading Partners List. The following terms apply only to Customer’s access or use of the Recap Report and Trading Partners List.
6.1 Subject to the terms and conditions herein, ELM Solutions shall grant to Customer access to the Recap Report and Trading Partners List. Customer may use the Recap Report and Trading Partners List solely to request and receive information regarding Customer’s invoices to the Clients, and then solely in connection with the Website and ELM Solutions’ other applications licensed separately.
6.2 Customer shall be solely responsible for providing tax authorities with any and all reports required according to VAT laws and regulations applicable to Customer and its Clients. Customer is advised that all invoice content is purged from the Service 65 days after the invoice is submitted. Therefore, the reports generated via the Recap Report and Trading Partners List shall include data from invoices submitted by Customer via Manual Invoice Entry during only the 65 days preceding the date the report is run.
6.3 There is currently no fee payable by Customer for use of the Recap Report and Trading Partners List. Nonetheless, ELM Solutions reserves the right to hereafter require payment of a fee by Customer for continued use of the Recap Report and Trading Partners List, the amount of such fee to be determined in ELM Solutions’ sole discretion (a "Recap Report and Trading Partners List Access Fee”). ELM Solutions shall provide Customer advance written notice via a Pricing Information Letter prior to the imposition of any such Recap Report and Trading Partners List Access Fee, and Customer shall have the option of then discontinuing use of the Recap Report and Trading Partners List in lieu of paying such Recap Report and Trading Partners List Access Fee. Customer’s continued use of the Recap Report and Trading Partners List after receipt of such Pricing Information Letter shall indicate Customer’s acceptance of the terms stated in such Pricing Information Letter and agreement to pay the Recap Report and Trading Partners List Collaboration Access Fee. Any Recap Report and Trading Partners List Access Fee charged under shall be subject to periodic review and adjustment, at ELM Solutions’ sole discretion.
Last modified: 10/04/22