Appliance Subscriptions and Licensing

Wise Owl Legal Appliances are licensed for your use on an annual subscription basis. In addition, your license entitles you to particular Wise Owl modules and a number of simultaneous users.

You can see the details of your current license in the Appliance Settings page.

Your Wise Owl Appliance must be connected to the Internet on a semi-regular basis (a permanent connection is highly recommended). Generally, your appliance must check-in to the Wise Owl License Server every 7 days. Internet access is also required for remote support, Appliance management and system updates.

The term subscription and license are used interchangeably. However, a license is the technical file which covers all aspects of a subscription (users, modules, expiry, etc). A license has an expiry date, which is how the time based aspect of the subscription is implemented technically. A subscription will usually mean the whole license (users, modules, expiry, etc), but may sometimes refer specificity to the expiry date (this will be clear based on context). In general, technical staff will refer to your Wise Owl license and sales staff will refer to the same thing as your Wise Owl subscription. The term expiry will always refer to the temporal end of a license / subscription.

Definitions

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.

Subscription Expiry

Wise Owl Legal is licensed on a time based subscription. Licenses are issued with an expiry date. Most licenses will expire on the last day of the month and are issued for a duration of one year. All dates are based on Australian Eastern Standard Time. Warning messages will appear on every Wise Owl Legal web page to administrative users 90 days prior to expiry. The same warning message will appear to all Wise Owl Legal users 30 days prior to expiry. There is a 60 day grace period after license expiry where your Wise Owl Legal appliance will run with reduced functionality.

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 61^st 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).

If your subscription does not include a module, you will see links to that module, but it will be inaccessible. You will see the base search page with a message indicating your license does not entitle you to that module.

As module functions appear in various parts of Wise Owl Legal, you may find tabs or sections of one module are read-only even if your subscription includes the main module. Eg: if your subscription is for Matters and Documents but not General Accounting, the Fees and Outlays tab on the Matter Page will be read-only (although the Matter Documents tab will be fully functional).

Simultaneous Users

Simultaneous users is a count of the number of users logged into the system at a particular time. Each time a user logs into Wise Owl Legal the number of simultaneous users increases by one. Similarly, each time a user logs out of Wise Owl Legal, it decreases by one.

There is no limit to the number of logins in Wise Owl Legal, and we highly recommend every person who uses Wise Owl Legal has their own login (that is, we recommend against generic logins for temporary staff or a generic reception login).

Users may be automatically logged out if they are inactive for a period of time. This time period is configured by admin users on a per login basis.

Your subscription and license includes a maximum number of simultaneous users. If a user login causes your Wise Owl Legal appliance to exceed your licensed maximum, that user will be blocked from using Wise Owl Legal until another user logs out. An appropriate message is displayed. Example: your license is for 5 simultaneous users, 5 are already logged in. If another user attempts to login they will be blocked until someone else logs out.

The user who reaches the license maximum will see a notification when they login indicating they are the last user allowed in Wise Owl Legal. Example: your license is for 5 simultaneous users, 4 are already logged in.

Each login from a separate web browser or device counts as a discrete login. Example: if the user Larry Lawyer is logged in from his tablet, his office desktop using Internet Explorer and his desktop using Firefox, that counts as three (3) logins. If your subscription entitles you to a maximum of 3 simultaneous logins, no other users may log into Wise Owl Legal.

Administrative users may "kick off" other users from Wise Owl Legal and a user may "kick" themselves off if they login from a different computer (eg: you don't logout from an office computer and then try to login from a laptop or tablet).

Certain users are excluded from the count of simultaneous users. These are typically super administrator users and remote support users. You cannot change this behaviour, nor cause additional users you create to be excluded.

Semi-Regular Internet Access

Wise Owl Legal requires regular access to its update, license and document servers via the internet. An internet connection is also required for remote support and registering your support and feedback.

Running without internet access for a long period of time is impossible; your Wise Owl Legal appliance must regularly contact the License Server to ensure the license file is valid and up to date. These checks occur every day and must happen at least once every 7 days. If your Wise Owl Legal Appliance cannot contact our license server over a 7 day period, it will change to read-only mode immediately. As soon as a connection is re-established and the license is verified with the License Server, the Appliance will revert to full functionality.

In extreme circumstances (such as natural disasters preventing internet access), you may be issued with a license which allows for a longer period of time to remain off the internet. These are issued on a case-by-case basis. If you believe you are in an area prone to poor or unreliable internet access, you must contact Wise Owl Legal as early as possible to enable this function.

License Tampering

The Wise Owl Legal license file contains a cryptographic signature which makes it extremely difficult to tamper with. If you try to change, tamper with or alter your license file, it will be reported to Wise Owl Legal. The correct license file will be immediately re-downloaded from the Wise Owl Legal License Server and your appliance will continue to run as normal. If the License Server cannot be contacted and your license is not valid, your Wise Owl Legal Appliance will immediately change to read-only mode.

License files are regularly checked against the Wise Owl Legal License Server. If the license file on your appliance does not match the license on the server, it will be automatically replaced. However, any time when the license does not match our server will be logged.

In general, an invalid license file will not cause the Wise Owl Legal Appliance to lock you out or cause down-time while an internet connection is available; the correct license will be downloaded.

Under no circumstances will Wise Owl Legal lock, delete, or destroy your data on your Wise Owl Legal Appliance. Even after repeated evidence of tampering or repeated attempts to bypass the license restrictions. However, we reserve the right to change your appliance to read-only mode if we see continued evidence of tampering.

Wise Owl Legal highly recommends you simply keep your subscription up to date and make no attempt to tamper with your license file.

Ownership

The physical Wise Owl Appliance remains the property of Wise Owl Legal Pty Ltd for the duration of your subscription. If you decide to end your subscription or upgrade to a different Appliance, you should contact Wise Owl Legal to arrange the Appliance to be shipped back to our office.

Wise Owl Legal maintains ownership of its intellectual property contained within the physical appliance. This includes any source code, binary programs, text, images, media and documents as part of the Wise Owl Legal Program. It also includes any template documents included in your subscription.

The data contained on the Wise Owl Appliance entered by you is yours and always yours. You hold copyright on any data or content you create. This includes all documents created from scratch, any document templates you create from scratch, any draft or final documents created from Wise Owl Legal document templates, and of course, all contacts, matter data, trust and general accounting data and time billing data you have entered or imported.

Wise Owl Legal never disables or restricts admin level data export functions. You can always, even after your subscription has expired, create a complete data dump of your Wise Owl Legal Appliance.

Expired and Invalid Licenses

The best way to ensure your continued access to Wise Owl Legal is to ensure you keep your subscription up to date, and don't try to tamper with the license. If you require additional users or modules, our sales team will be happy to assist and a new license can be delivered to you within minutes of receipt of payment.

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.

Technical

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.