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This describes exactly what we mean regarding the various license terms.
Agreement means this Agreement as it may be amended from time to time by written agreement between the parties.
Annual Renewal Fee means the fee designated as such in the Invoice, as amended by Wise Owl Legal from time to time in accordance with clause 8.3.
Authorised Distributor means an entity appointed by Wise Owl Legal to maintain and support the Software and Documentation. Balance means the residue of the Licence Fees payable after the deduction of the Deposit.
Deposit means the agreed amount of the Licence Fees initially payable in accordance with the Invoice.
Documentation means all manuals, handbooks, and other material, whether in hard copy or electronic form, in relation to the Software and its use, and provided by Wise Owl Legal under this Agreement.
Intellectual Property Rights means all intellectual property rights of whatever nature including all rights conferred under statute, common law or equity, including, without limitation, all copyrights, patent rights, trade mark rights, design rights, trade secrets, and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.
Index File is an unlock key which allows access to the nominated Software modules and specified number of concurrent network Users to access the Software.
Invoice means Wise Owl Legal's or the Authorised Distributor's standard form invoice as sent to you in relation to your ordering of the Software or Updates.
Licence Fees means the total fees specified in the Invoice.
Site means the geographical location of access address specified in the Invoice.
Software means the object code version of the suite of computer programs known as the 'Wise Owl Legal', as detailed in the Invoice and includes any Updates provided to you under this Agreement.
Updates means an executable file that modifies the Software by correcting bugs or errors, or by making minor improvements to the functionality of the Software, and includes new versions of the Software which Wise Owl Legal generally makes available to licences of the Software that have entered into an agreement with Wise Owl Legal and paid the relevant Annual Renewal Fee. Updates do not include any new products, including new products based on the Software, which are licensed separately, and for which an additional charge, separate to the Annual Renewal Fee, is payable.
User means a person accessing any part or all of the Software at any given point in time. For the avoidance of doubt, any background tasks created or spawned by an individual user is not to be treated as a separate user. If, however, a background task or process created by a particular individual user is still running then that individual user is deemed to be accessing the Software at that point in time.
See in the section below Expired and Invalid Licenses for more details about how your Wise Owl Legal appliance will restrict functionality.
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Your Wise Owl Legal appliance will begin restricting access to functions when your subscription expires and will restrict all changes 60 days after expiry (read only mode).
Example:
Your Wise Owl Legal subscription ends on the 31/Mar/2013 at midnight AEST.
Warning messages will be shown to all admin users 90 days prior, starting from 31/Dec/2012. This gives adequate time to renew your subscription. Wise Owl Legal will also contact you and remind you to renew your subscription.
Warning messages will be shown to all users 30 days prior, starting from 1/Apr/2013.
Wise Owl Legal will run with reduced functionality starting 1/Apr/2013 from one minute past midnight.
Wise Owl Legal will change to read-only mode on the 61st day after the expiry, that is on 30/May/2013 from one minute past midnight.
Modules
Modules are units of functionality in Wise Owl Legal, such as Contacts, Matters, Documents and Trust Accounting. Your subscription includes particular modules (or all modules).
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Once your license expires, the following functions are disabled:
Creation of new matters.
Creation of new contacts.
Creation of new fee earners.
Creation of new documents.
Installation of new updates.
The number of simultaneous users are restricted to one (a single user).
Any automated system imports (eg: from phone systems or photocopiers).
No time billing entries after your license expiry date.
Some components remain functional for 60 days after expiry, so you may remain compliant with your legal obligations:
All trust accounting.
Time billing (although no entries are permitted after the license expiry date).
General accounting functions such as disbursements and outlays.
Editing existing matters.
Editing existing contacts.
Editing existing documents.
Key system functions such as:
Audit logs
System logs
System, Appliance and User settings (although no updates may be installed)
All export functions. You can export your data to a 3rd party system if you decide not to extend your subscription.
Sixty (60) days after your license expires, all modules will become read only. No changes to existing records or new records are permitted. Export functions are always enabled; you can always get your data out of Wise Owl Legal.
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Wise Owl Legal Appliances use a variety of precautions and technical anti-tampering measures including:
Asymmetric encryption and signing (similar to the technology used by SSL to secure on-line transactions)
License validation with the Wise Owl Legal License Server.
Automatic upload of any license violations or tampering to the Wise Owl Legal License Server.
A remote "kill switch" function (which will change the Appliance to run in read-only mode). This function can only be enabled by Wise Owl Legal Pty Ltd directors.
Remote access to the underlying operating system of the Wise Owl Legal Appliance.
If you are found to have deliberately tampered with your Wise Owl Appliance or License, your access to Wise Owl Legal may be terminated or restricted without warning. However, the data contained on your Wise Owl Legal Appliance is owned by you, we will never restrict access to reading or exporting data from Wise Owl Legal. Even in the event where your access to Wise Owl Legal is terminated, we will supply you with an exported copy of all data in Wise Owl Legal.