Software Agreement

Affiliates

An entity of a party, whether incorporated or not, that controls, is controlled by, or is under common control with such party.

Authorized User

The individual named in the user account that provides access to the Legacy Architects software. Authorized Users cannot be competitors of, or employed or contracted by or with competitors of, Legacy Architects.

Control

The ability, whether directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise.

Subscriber Data

The information input into the Platform by any Authorized User. Subscriber Data expressly excludes Analytics Data, De-Identified Data, and any information gathered automatically by the Platform (e.g. through use of cookies).

Documentation

The specifications, training materials and user guides regarding the Platform made available by Legacy Architects.

Intellectual Property Rights

All copyrights, trademarks, trade names, service marks, patents, trade secrets, proprietary marks, logos, as well as any related applications, registrations, moral rights, or common law rights, on a worldwide basis.

Personal Information

Any information that, alone or in combination with other information, may be used to contact, locate or identify a natural person, and is regulated by applicable data privacy and security laws.

Privacy Policy

The Legacy Architects Privacy Policy found on our website.

Terms of Use

The Legacy Architects Terms of Use found on our website.

Updates

Bug fixes, error corrections and other minor updates to the Platform made available at no additional cost.

Upgrades

Enhancements, major modifications and new versions of the Platform which Legacy Architects may in its discretion charge an additional fee(s).

Subject to Subscriber’s compliance with the terms of this Agreement, Legacy Architects grants to Subscriber a limited, non exclusive, terminable, non-assignable, non transferable right to Subscriber to permit its Authorized Users to use the Platform in accordance with the Documentation and for Subscriber’s business purposes only, during the Term of this Agreement.

Authorized Users are solely responsible for maintaining the confidentiality of their username and password used to access the Legacy Architects Platform (“credentials”). Further, any Authorized User that has the capability to create an additional user in their account on the Platform are solely responsible for ensuring that such additional user is an Authorized User as defined in this Agreement. Authorized Users shall promptly notify Legacy Architects of any misuse or unauthorized use of their credentials, and of any other unauthorized access to or use of the Platform of which Authorized User suspects or becomes aware, whether through such user’s own credentials or the credentials of any user created in such user’s account on the Platform. Violation of this provision will result in suspension of the Authorized User’s access to the Platform as defined in Section 16. In the event there is any conflict or inconsistency between any terms of this Agreement and the Terms of Use with respect to Authorized Users, the terms of this Agreement shall control.

Subscriber shall not, and shall not permit any third party to:

• Copy (except as expressly permitted in Section 2), modify, distribute, rent, lease, sublicense, reverse engineer, create derivative works of, decompile, disassemble, transfer or publicly display the Platform or Documentation;
• Access or attempt to access the source code of the Platform;
• Upload any materials that infringe or misappropriate a third-party’s Intellectual Property Rights into the Platform;
• Upload or transmit advertising or promotional content, or content contrary to Legacy Architects’s intended purpose, into the Platform;
• Modify markings, labels or notices of proprietary rights in the Platform or Documentation;
• Transfer or use, or permit the use of, the Platform or Documentation in a country that is subject to sanctions by the U.S. Treasury Department’s Office of Foreign Asset Control (OFAC), or any person on OFAC’s Specially Designated Nationals and Blocked Persons List, or other similar lists;
• Develop any software, technology, or services that compete with or are substantially similar to the Platform during the Term and for one (1) year thereafter;
• Send unsolicited emails, marketing emails or spam to third parties without the receiver’s consent (only transactional emails are permitted to be sent using the Platform);
• Access, use or interfere with the proper working of the Platform or any server, computer or database related to the Platform; and
• Introduce any viruses, Trojan Horses, malware, time-bombs, time-outs, backdoors, worms, spyware, ransomware, spoofing, or any mechanism that allows remote or unauthorized access, copy prevention, deletion, disabling, modification, corruption, or anything similar into the Platform or any networks that make the Platform available.

Subscriber may, but is under no obligation to, provide Updates or Upgrades to the Platform. Subscriber must promptly install all Updates that are made available by Legacy Architects. Legacy Architects has no liability to Subscriber if Subscriber does not install, or does not permit to be installed, any Updates that Legacy Architects makes available. Subscriber is solely responsible for the purchase and implementation of any additional hardware, software, network connections or other products that are necessary to enable Updates and Upgrades. Updates to the Platform may occur automatically. Upgrades may be made available at an additional cost pursuant to Legacy Architects’s then-current rates. Legacy Architects may modify the Platform at any time, such as removing, enhancing or updating the features, functionality and options available within the Platform. Legacy Architects is not required to give prior notice of any modifications it makes to the Platform.

This Agreement is non-exclusive and nothing herein prohibits Legacy Architects from providing the same or similar services to any other party during or after the Term.

Fees

Subscriber shall pay Legacy Architects the fees set forth in the applicable order form (“Order Form”).

Payment terms

Fees will be invoiced monthly, or annually, as stated in an Order Form, and will depend on the pricing tier or payment plan that Subscriber selects in the Order Form (“Pricing Tier”). Fees must be paid to Legacy Architects via credit card, debit card, or ACH, which will be kept on file and automatically charged for fees owed to Legacy Architects in accordance with the selected Pricing Tier and the terms of this Agreement. Subscriber expressly agrees that fees and other applicable charges described in this Agreement and the Order Form may be automatically charged to any of Subscriber’s payment methods on file. All fees are in United States dollars and are non-refundable.

Access to data upon cancellation or suspension

Upon cancellation, suspension, or any other termination of Subscriber’s access to the Platform under this Agreement, Subscriber no longer has access to any part of the Platform that requires credentials for such access, including client vaults and data. On a case-by-case basis, Legacy Architects may, upon Subscriber’s request, obtain and provide to Subscriber the data in a client vault to which Subscriber no longer has access under this Agreement; Legacy Architects reserves the right to charge accordingly for this courtesy. Alternatively, Legacy Architects may, upon Subscriber’s request, give Subscriber limited access to its restricted account for purposes of data exporting only; Legacy Architects reserves the right to charge accordingly for this courtesy. Nevertheless, Legacy Architects may preserve Subscriber’s Platform data for a period of up to twelve (12) months, after which the data will be hard-deleted and unrecoverable. If Subscriber is seeking to recover data that has been hard-deleted, Subscriber acknowledges there is no way for Subscriber or Legacy Architects to obtain that data regardless of the accommodations that might otherwise be made under this provision.

Fee increases

Unless Subscriber has a written and signed agreement with Legacy Architects stating otherwise, Legacy Architects reserves the right to set Platform subscription rates in its sole discretion. Legacy Architects will provide at least thirty (30) days’ notice of any fee increase.

Delinquent accounts and payment disputes

Legacy Architects may, at its sole discretion, charge interest on any fees that are past due, which will be calculated at one and a half percent (1.5%) per month, or the largest percentage permitted by applicable law, whichever is less. In the event of any payment dispute between Subscriber and Legacy Architects or if Subscriber’s account is delinquent, the costs of collection (including reasonable attorneys’ fees) will be Subscriber’s responsibility. Without limiting any of its other rights in law or equity, in the event any Fees are past due, Legacy Architects may suspend its obligations under this Agreement and Subscriber’s access to the Platform.

Taxes

Fees do not include sales, use, excise and other applicable taxes and duties (“Taxes”), which are solely the responsibility of Subscriber, excluding taxes based on Legacy Architects’s income.

Ownership of the Platform

Legacy Architects and its licensors are the sole and exclusive owners of all right, title and interest in and to the Platform, including its design, code, features, functionality, and all Intellectual Property Rights therein. Except as expressly set forth in Section 2, nothing in this Agreement shall be interpreted as transferring to Subscriber any rights in or to the Platform.

Other IP rights

As between the parties, Legacy Architects is the sole and exclusive owner of all right, title and interest in and to any Intellectual Property Rights (i) owned by Legacy Architects or its Affiliates as of the Effective Date, or (ii) created by or on behalf of Legacy Architects or its Affiliates (whether alone or jointly with others) after the Effective Date in the performance of this Agreement, and (iii) all modifications, enhancements, derivatives or improvements in (i) and (ii) regardless of when created or by whom.

Feedback

Subscriber agrees that any suggestions, enhancement requests, recommendations, corrections, or other feedback (collectively, “Feedback”) provided by Subscriber is the sole property of Legacy Architects, is not confidential to Subscriber, and may be used by Legacy Architects without further attribution or compensation. Legacy Architects may use Feedback and any know-how, experience, or skills that it gains in connection with its performance hereunder, for any business purpose.

Subscriber is solely responsible for:

• Purchasing, implementing, and installing all software, hardware, network connections, browsers, and licenses required to access and use the Platform;
• Securing all legally required or industry standard consents from, or providing all legally required or industry standard notices to all: (i) Authorized Users and (ii) third parties whom Subscriber inputs Personal Information about into the Platform for Legacy Architects’s use of Subscriber Data, including Personal Information, as described in this Agreement and in the Privacy Policy;
• Refraining from inputting the Personal Information of third parties into the Platform who have requested that their Personal Information be removed from the Platform, and immediately notify Legacy Architects of the same;
• Maintaining industry standard anti-virus software on any devices used to access the Platform; and
• Use of the Platform in compliance with applicable laws.

During the Term, Legacy Architects will provide the following support services (“Support”) to Subscriber:

• Standard Support includes support via email Monday through Friday, during regular business hours, excluding holidays. Legacy Architects may choose to make telephone Support available, at its option, during those same days/hours.
• Legacy Architects will make commercially reasonable efforts to respond to Support requests within twenty-four (24) business hours of when Subscriber submits a valid Support request.
• Standard Support includes troubleshooting and general guidance on use of the Platform.
• Standard Support excludes updates, data conversions, fixing errors or defects caused by Subscriber or a third party, data backup and recovery, or any other issues outside of standard Support issues.
• Legacy Architects may make premium Support available to Subscriber for an additional charge.

Limited warranty

Legacy Architects warrants that the Platform will materially conform to the Documentation during the Term.

Remedies

Upon prompt written notice from Subscriber that the Platform does not comply with the foregoing limited warranty above, Legacy Architects, at its sole option, shall either fix the Platform so that it complies with the warranty, or Legacy Architects may terminate the Agreement and will provide the following refund to Subscriber for prepaid Fees, pro-rated for the amount of time that is prepaid and unused: (i) a one month refund if Subscriber is under a monthly subscription plan; or (ii) a one year refund if Subscriber is under an annual subscription plan. THIS SECTION DESCRIBES SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDIES AND LEGACY ARCHITECTS’S SOLE AND EXCLUSIVE LIABILITIES FOR ANY WARRANTY CLAIMS ARISING UNDER THIS AGREEMENT.

Exceptions

The warranty above is void in the event that any warranty non-conformity is caused by: (i) use of the Platform contrary to the Documentation or in violation of this Agreement; (ii) Subscriber’s or an Authorized User’s misuse or abuse of the Platform; (iii) events beyond the reasonable control of Legacy Architects.

Subscriber’s representations and warranties

Subscriber represents and warrants to Legacy Architects that it complies with, and shall continue to comply with, all of Subscriber’s responsibilities set forth in Section 9 of this Agreement.

Mutual representations

Each party represents to the other that: (i) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to enter into and perform its obligations under this Agreement; (ii) the person executing and delivering this Agreement on behalf of such party is duly authorized to make such execution and delivery; (iii) this Agreement constitutes a valid obligation, binding upon and enforceable against each such party in accordance with its terms; and (iv) execution and delivery of this Agreement and the performance of each such party’s obligations do not breach any contract between such party and any third party.

Indemnification by Subscriber

Subscriber shall, at its expense, defend Legacy Architects and its Representatives from and against any claims, suits, allegations, settlements and actions (“Claims”), as well as indemnify and hold harmless Legacy Architects and its Representatives, from and against any losses, liabilities, damages, penalties, expenses, courts costs and attorneys’ fees (“Damages”) arising from or relating to: (a) third-party claims of bodily injury or death to a person, or damage to property, caused by the acts or omissions of Subscriber; (b) Subscriber’s breach this Agreement; (c) Subscriber’s recklessness, fraud, negligence or willful misconduct; (d) Subscriber’s violation of applicable laws; and (e) Subscriber’s infringement or misappropriation of Legacy Architects’s Intellectual Property Rights.

Indemnification by Legacy Architects

Legacy Architects shall, at its expense, defend Subscriber from and against any Claims, as well as indemnify and hold harmless Subscriber from and against any Damages arising from an allegation by a third party that the Platform infringes or misappropriates a valid U.S. copyright, patent or trade secret of a third party (an “IP Claim”). In the event of an IP Claim, Legacy Architects shall, at its option and expense, either: (i) modify, fix, or replace the infringing (or allegedly infringing) Platform so that it is no longer infringing but remains materially similar to the Platform, (ii) secure for Subscriber the right to continue using the infringing (or allegedly infringing) Platform; or (iii) terminate this Agreement and any applicable Order Form hereunder, and provide Subscriber a refund of any prepaid, unused Fees. THE FOREGOING SENTENCE SETS FORTH SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDIES, AND LEGACY ARCHITECTS’S SOLE AND EXCLUSIVE LIABILITIES FOR CLAIMS RELATING TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS ARISING HEREUNDER.

Procedure

The indemnitee will provide prompt written notice of a claim for which it seeks defense or indemnification, to the indemnifying party, and the requisite information, reasonable assistance and authority for the indemnifying party to control the defense. Failure to give prompt notice will not relieve the indemnifying party of its obligations to defend, indemnify and hold harmless the indemnitee(s), except and only to the extent that the indemnifying party is actually prejudiced by such delay. The indemnifying party shall not settle any claim that finds fault with, or requires specific performance of, the indemnitee(s), without the applicable indemnitee’s prior written consent which shall not be unreasonably withheld or delayed. The indemnitee may participate in the defense with counsel of its own choosing at its sole cost.

Definition

“Confidential Information” is the confidential or proprietary information of a party or its Affiliates disclosed by or on behalf one party to the other party during the Term, which is marked as confidential or proprietary or should reasonably be known by the receiving party to be confidential or proprietary by the nature of the information or the context of the disclosure. Confidential Information includes each party’s business, financial, technical and product information. Legacy Architects’s Confidential Information specifically includes this Agreement and related pricing, the Platform and all software code therein, the Documentation, and its Intellectual Property Rights. Subscriber Data is Subscriber’s Confidential Information, except that Personal Information therein will be treated in accordance with Section 15 and Legacy Architects’s Privacy Policy.

Exclusions

“Confidential Information” excludes information which: (i) is or becomes a part of the public domain through no act or omission of the receiving party, (ii) was in the receiving party’s lawful possession prior to the disclosure by the disclosing party and had not been obtained by the receiving party from the disclosing party, (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure, or (iv) is independently developed by the receiving party through no use of the disclosing party’s Confidential Information as evidenced by the receiving party’s documentation.

Treatment

The only purpose for which the disclosing party’s Confidential Information may be used by the receiving party is for the receiving party to perform its obligations or exercise its rights under the Agreement. Each party shall hold the other party’s Confidential Information in strict confidence, only disclosing it to those Affiliates and employees with a need to know to perform such party’s obligations or exercise such party’s rights under the Agreement and who are subject to an obligation of confidentiality. Each party shall not disclose the other party’s Confidential Information to any third parties without the disclosing party’s prior written consent; if such consent is granted, disclosure shall not occur until such third party has signed a confidentiality agreement with terms at least as protective as set forth herein. Notwithstanding the foregoing, Legacy Architects may disclose Subscriber’s Confidential Information, without Subscriber’s consent, to (i) its attorneys and accountants in their capacity as advisors and (ii) its subcontractors or agents in their performance under this Agreement.

Compelled disclosure

If compelled by applicable law or court order to disclose the other party’s Confidential Information, then, to the extent legally permitted, the receiving party shall: (a) provide the disclosing party prior written notice with sufficient time to challenge the request or seek a protective order, and (b) only disclose the minimum amount of the disclosing party’s Confidential Information necessary to comply with the applicable law or court order.

Return / destroy

At termination, each party shall promptly return or destroy the other party’s Confidential Information (whichever is requested). Upon request, the other party shall promptly provide written notice of compliance with this clause. In the event of conflict between this Section and Section 16, Section 16 shall control.

Survival

The terms of this Section shall survive during the Term and for 3 years after the termination of this Agreement, except that Legacy Architects’s trade secrets shall be treated by Subscriber as confidential so long as they continue to be a trade secret.

Ownership of Subscriber Data

Subscriber is the sole and exclusive owner of its Subscriber Data.

Personal data in the Platform

Subscriber may only populate the Platform with Personal Information as expressly permitted by the Documentation, and then only in the fields of the Platform expressly reserved for such Personal Information. Subscriber is prohibited from entering Personal Information into fields of a Platform that are not expressly permitted by the Documentation or prompted by the fields in the Platform.

Protection of Personal Information

Legacy Architects shall maintain reasonable physical, technical and organizational safeguards for any Personal Information in Legacy Architects’s possession or control, materially consistent with industry standards. Legacy Architects shall comply with data privacy and security laws applicable to its performance under this Agreement. Legacy Architects will treat Personal Information in accordance with its Privacy Policy.

De-Identified Data and Analytics Data

Incidents

In the event Legacy Architects becomes aware of any confirmed unauthorized or unlawful access or acquisition of Personal Information in Legacy Architects’s possession or control that results in a compromise to the confidentiality or security of Personal Information (“Incident”), Legacy Architects will notify Subscriber without undue delay.

Subscriber’s provision of Subscriber Data

Subscriber is solely responsible for all Subscriber Data input into the Platform, including its legality and accuracy and the resulting output. Subscriber is responsible for backing up any Subscriber Data inputted into the Platform.

Email notifications

Subscriber consents to receiving email notifications from the Platform. Email notifications can be managed within Subscriber’s account or by emailing us.

Term

This Agreement shall commence on the Effective Date and continue for the subscription period selected by Subscriber in the Order Form, which may be monthly or annual (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) at Legacy Architects’s then-current rates, unless either party delivers written notice of termination to the other party at least fourteen (14) days before the end of the Initial Term or then-current Renewal Term. The Initial Term and any Renewal Terms are collectively the “Term.”

Termination for cause

A party may terminate this Agreement upon written notice if either (i) the other party fails to cure a material breach of this Agreement within thirty (30) days of the date that written notice of such material breach is sent by the non-breaching party; or (ii) the other party files a petition for bankruptcy or is adjudicated bankrupt, a petition of bankruptcy is filed against such other party and not dismissed within ninety (90) days, or the other party admits in writing or in a legal proceeding that it is insolvent and/or unable to pay its debts as they come due.

Termination for convenience

Legacy Architects may terminate this Agreement without cause or penalty upon sixty (60) days prior written notice to Subscriber, except in circumstances where providing the Platform becomes financially impractical to do so in which case Legacy Architects may provide only thirty (30) days prior written notice (without cause or penalty).

Suspension

In addition to the suspension rights set forth in Section 3 and Section 7, Legacy Architects may (temporarily or permanently) suspend Subscriber’s access to the Platform or any Authorized User’s access to the Platform, immediately without notice, if Legacy Architects determines that: (i) it is necessary to prevent a violation of the Agreement or misuse of the Platform, or if Legacy Architects reasonably believes there has been a violation of the Platform; (ii) there is a security or safety risk to the Platform, Legacy Architects, or any users of the Platform; or (iii) it is necessary to comply with applicable laws.

Effects of termination

At termination of this Agreement, Subscriber shall (i) immediately discontinue use of the Platform (and Legacy Architects may immediately terminate Subscriber’s access to the Platform); (ii) delete (or return at Legacy Architects’s request) all Documentation; (iv) pay all Fees owed; and (v) certify in a signed writing to Legacy Architects that it has complied with the terms of this Section. Subscriber is solely responsible for removing Subscriber Data from the Platform prior to the end of the Term. Legacy Architects is not liable if Legacy Architects deletes Subscriber Data after the termination date but prior to Subscriber’s removal of Subscriber Data. Subscriber Data may be stored in the Platform only for a limited time and may be deleted by Legacy Architects or its vendors, without liability, upon reasonable notice to Subscriber. At termination of the Agreement, Legacy Architects will delete all Subscriber Data in the Platform within twelve (12) months of termination. For clarification purposes, Legacy Architects is under no obligation to delete or stop using any De-Identified Data or Analytics Data.

Survival

All provisions of this Agreement that by their nature are intended to extend beyond the termination of this Agreement for any reason shall survive the termination of this Agreement.

Legacy Architects’s Privacy Policy and Terms of Use set forth on Legacy Architects’s website and within the Platform are incorporated herein by this reference. Subscriber agrees to require all Authorized Users to comply with Legacy Architects’s Privacy Policy and Terms of Use. Legacy Architects may modify its Privacy Policy and Terms of Use at any time. Legacy Architects will provide notice of any material changes to its Privacy Policy or Terms of Use by either (a) sending Subscriber notice directly; or (b) posting a notice on its website or in the Platform. It is Subscriber’s responsibility to periodically check Legacy Architects’s website and the Platform for any such notice.

Please direct any questions and concerns regarding this agreement to us at: