HomeMy WebLinkAboutOshkosh_LFS_07-31-2025_EULA(cv)Final.docx
Software Subscription Agreement 1/14
End User License Agreement
This End User License Agreement (this “Agreement”), effective as of the date of last signature below (the “Effective Date”), is entered
into by and between Legal Files Software, Inc. (“Licensor”), an Illinois corporation, and the “Customer” identified below.
I. CUSTOMER INFORMATION
Full Legal Name: City of Oshkosh
Billing Address: __City Hall, Room 312, 215 Church Avenue_
___Oshkosh WI 54903-1130_____________
Primary Contact: _Lynn Lorenson________________ Email: _LLorenson@oshkoshwi.gov _ Phone: __920-236-5115 ___
Billing Contact: __Tashina Weber ______ Email: _tweber@oshkoshwi.gov___ Phone: ___920-236-5115 _____
II. TERMS AND CONDITIONS
The Agreement consists of this cover page and the following Exhibits attached hereto, and incorporated herein by this reference:
Exhibit A: General Terms and Conditions
Exhibit B: Services and Support Policy
Exhibit C: Order Form
III. SIGNATURE BLOCK
All software is licensed and services are provided subject to and in accordance with the provisions of this Agreement. Each party, by
the signature of its authorized representative below, acknowledges that it has reviewed and understands, and agrees to be legally
bound by the provisions of this Agreement.
Customer: City of Oshkosh
By: ______________________________________
Name: _Rebecca Grill ________________ _
Title: _City Manager_______________________
Date: ____________________________________
Legal Files Software, Inc.:
By: ______________________________________
Name: _Laura Fese_________________________
Title: _Chief Legal Officer____________________
Date: ____________________________________
By: ______________________________________
Name: _Diane Bartlett______________________
Title: __City Clerk_________________________
Date: ____________________________________
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
August 11, 2025
August 11, 2025
August 14, 2025
Software Subscription Agreement 2/14
By: ______________________________________
Name: _Julie Calmes________________________
Title: __Finance Director___________________
Date: ____________________________________
By: ______________________________________
Name: _Lynn Lorenson_____________________
Title: __City Attorney_______________________
Date: ____________________________________
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
August 12, 2025
August 14, 2025
Software Subscription Agreement 3/14
Exhibit A
General Terms and Conditions
1. Overview. These General Terms and Conditions for the End User License Agreement (“Agreement”) set forth the terms on which,
pursuant to the Order attached hereto as Exhibit C and any subsequent orders placed by Customer and accepted by Licensor (each an
“Order”), Licensor shall provide Customer with: (a) a subscription-based license to use the Licensor software applications, modules,
and associated content (“Software”) identified in and licensed to Customer under a corresponding Order; and (b) maintenance and
technical support, installation, training, data conversion, and other professional services (“Services”) provided or made available by
Licensor to Customer in connection therewith.
2. License. Subject to the provisions of this Agreement and the corresponding Order, Licensor grants Customer a subscription-based,
non-exclusive, non-transferable, non-sublicensable license to: (a) install a single production instance of the Software in accordance
with the Documentation and in compliance with all applicable laws (unless additional production or non-production instances are
expressly identified in and licensed under the Order) on Customer’s compatible computer systems located on Customer’s premises or
at a third party hosting facility in accordance with the “Hosting” section below ; (b) make the Software available for use by up to the
number of named (i.e., non-concurrent) individual employees and contract staff of Customer and its wholly-owned subsidiaries for
which Customer has paid the applicable license fees (“Users”); and (c) make a single copy of the Software solely for back-up purposes.
Customer’s license is strictly limited to installation and use of the Software for Customer’s internal business purposes, in accordance
with Licensor’s then-current online help manual and end user documentation for the Software (“Documentation”), and subject to any
additional requirements set forth in the Order.
3. License Restrictions. Customer shall not, nor shall Customer authorize or permit any other person or entity to: (a) use or make the
Software available for use by non-Users, or in excess of the Users for which Customer has purchased licenses; (b) allow User credentials
to be shared or used by more than one individual (except for Customer’s bona fide, non-temporary transfer of credentials from one
individual to another in connection with a User’s re-assignment, departure, or similar event); (c) sublicense, lease, rent, loan,
distribute, publicly display, publicly perform, transfer, or otherwise make the Software or Documentation available for use by third
parties; (d) modify, adapt, alter, translate, or create derivative works of the Software or Documentation; (e) merge the Software with
any other software; (f) use the Software in or as part of a service bureau, timesharing , or outsourcing capacity, including acting as an
ASP, host or data processor for any third party; (g) reference, rely upon, study, or otherwise use the Software or Documentation to
develop a similar, alternative, or competing product or service; (h ) use or distribute the Software in violation of any import, export,
re-export or other applicable laws or regulations; (i) attempt to deactivate, bypass, or otherwise circumvent the license keys or other
security measures for the Software; (j) remove or obscure any copyright or other proprietary rights notices, trademarks, logos or trade
designations for the Software or Documentation; or (k) reverse engineer, decompile, disassemble, or otherwise attempt to derive the
source code for the Software.
4. Installation; Updates. After receipt of the required up-front payment under the corresponding Order, Licensor shall make the
Software available to Customer for remote download from Licensor’s customer portal or via other mutually acceptable means. During
the term of Customer’s maintenance and technical support subscription under the corresponding Order, Licensor shall make available
to Customer bug fixes, service packs, updates, and upgrades for the Software that Licensor issues for general availability release
(“Updates”) in the same manner. Updates do not include separately licensed applications, modules, or content, or new versions
incorporating platform upgrades or substantial additional functionality that Licensor makes generally available for an additional or
separate license fee. All Updates are licensed to Customer as part of the Software under and subject to the license and other provisions
of this Agreement and the corresponding Order.
5. Maintenance and Support; Additional Services. During the term of Customer’s maintenance and technical support subscription
under the corresponding Order, Licensor shall (a) provide maintenance and technical support for the Software as provided in the
Order, (b) if purchased by Customer, provide managed services for Customer’s on premise or hosted installation of the Software, and
(c) make available for purchase by Customer any additional installation, training, data conversion, and other Services that Licensor
makes generally available to licensees of the Software. All such Services are provided subject to and in accordance with this Agreement
and Licensor’s Services and Support Policy, the most current version of which is attached hereto as Exhibit B. Customer acknowledges
that Licensor is responsible only for those Services documented and within scope of the Order . Any additional or out-of-scope Services
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 4/14
requested by Customer shall be subject to Licensor’s availability and Customer’s payment of the additional corresponding fees and
charges. Licensor reserves the right to suspend performance of Support and other Services if Customer is delinquent in payme nt or
otherwise in material breach of its obligations hereunder.
6. Hosting. Customer may, at its option and expense, install the Software on computer systems that are hosted for Customer at one
or more United States data centers by a reputable third party hosting provider, provided that (i) Customer notifies Licensor of the
hosting arrangement and obtains Licensor’s email or other written consent (not to be unreasonably withheld), (ii) the hosting pr ovider
is not a direct competitor of Licensor, (iii) the Software is made available solely for Customer’s use under and in accordance with the
license, license restriction, and other provisions of this Agreement, and (iv) Customer enters into an appropriate agreement with the
hosting provider that supports Customer’s compliance with the foregoing requirements. As between the parties, Customer is solely
responsible for any Software hosting arrangement, including for contracting with, complying with the terms, and paying the fe es and
charges of the hosting provider. Licensor assumes no responsibility or liability for the hosti ng infrastructure, or the availability,
security, or operation thereof, even if Licensor facilitates the hosting arrangement or provides managed services for Custome r’s hosted
Software installation.
7. Customer Responsibilities. Customer is responsible for: (a) assigning qualified personnel to coordinate with Licensor regarding
Services and manage Customer’s responsibilities as outlined in this Agreement and the corresponding Order; (b) procuring, ins talling
and maintaining all client-side equipment and third-party software, and peripherals required to install and use the Software, including
operating system and browser software and network connectivity meeting Licensor’s then -current system requirements; and (c) the
accuracy, quality, integrity, reliability, and suitability of all data that Customer inputs, processes or stores using the So ftware, including
securing all necessary licenses and permissions therefor (it being understood that Customer shall at all times remain the primary
custodian and record keeper of its data); (d) creating a restore point for its systems and backing up all data; (e) adopting reasonable
measures to safeguard Customer’s facilities, systems and network ; and (f) performing an y other Customer responsibilities identified
in this Agreement or the applicable Order.
8. Pricing and Payment. All Software and Services are billed at the pricing and in accordance with the payment schedule set forth in
the corresponding Order, or if no pricing or payment terms are specified, at Licensor’s then-current pricing with payment due net 30
days after the date of invoice. Licensor reserves the right to require a retainer in advance of any larger projects. All amounts are
stated and payable in U.S. Dollars, and, except as otherwise expressly stated herein, are non-refundable. The fees are exclusive of any
taxes or duties associated with the Software and Services, however designated or levied in any jurisdiction by any taxing aut hority.
Customer is solely responsible for all such taxes and duties, excluding taxes based on Licensor’s net income. The fees are exclusive of
travel, meals, lodging and expenses for on-site services, which shall be invoiced by Licensor as incurred and reimbursed by Customer
net 30 days after the date of invoice. Licensor reserves the right to charge interest on overdue amounts at the lesser rate of 1.5% per
month (18% per annum), or the maximum rate permitted by applicable law, accruing from the due date until the date paid. In the
event any amount owed by Customer requires collection efforts, Customer agrees to reimburse Licensor for all reasonable costs of
collection.
9. Term; Termination.
(a) Term of Agreement. This Agreement shall commence on the Effective Date and continue in full force and effect for so long as
Licensor provides any Software or Services to Customer under one or more Orders, unless otherwise terminated as set forth her ein.
(b) License and Support Term; Renewal. The term of Customer’s Software license and associated Software maintenance and technical
support subscription is as set forth in the corresponding Order. Unless otherwise expressly stated in the Order, subscriptions are billed
annually in advance at Licensor’s then-current pricing, and shall automatically renew on an annual basis, unless either party provides
at least 60 days’ prior written notice of non-renewal. If Customer allows subscriptions to lapse, Licensor reserves the right to condition
reinstatement on payment of fees for back subscription fees and charges, as well any professional services required to bring
Customer’s configuration current.
(c) Termination. Either party may terminate this Agreement and/or any Order: (i) if the other party materially breaches this Agreement
or the Order (including non-payment) and fails to cure the breach within 30 days (or 15 days for non-payment) after receiving written
notice thereof; (ii) if the other party becomes or is declared insolvent, makes a general assignment for the benefit of credi tors, suffers
a receiver to be appointed for it, enters into an agreement for the composition, extension, or readjustment of all or substantially a ll
of its obligations, files a voluntary petition in bankruptcy, or has an involuntary petition in bankruptcy filed against it, which petition is
not dismissed with prejudice within 60 days after the filing thereof; or (iii) for any other basis expressly set forth in the applicable
Order. Termination does not relieve Customer of its obligation to pay for all Software and Services ordered prior to termination .
(d) Effects of Termination. Upon the expiration or termination of this Agreement and/or Customer’s Software licenses under a
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 5/14
corresponding Order for any reason: (i) Customer’s license to the Software shall automatically and immediately terminate; (ii)
Customer shall immediately discontinue all use of the Software and shall promptly (within 5 days) uninstall and remove any remnants
of the Software and Documentation from its computers, network , and systems, and destroy (or return to Licensor) all tangible copies
of the Software and Documentation in its possession; and (iii) Customer shall pay all amounts due and owing to Licensor. Sections 3,
9, 12, 13, 14, 15, 16, 18 and 19, and any other provisions of this Agreement which by their terms or nature are intended to survive,
shall survive the expiration or termination of this Agreement for any reason, and shall be binding on and inure to the benefit of the
parties and their respective successors and permitted assigns.
10. Software Warranty. For a period of 90 days after the date the Software is first made available to Customer for installation (or with
respect to a later, separately purchased application or module not provided as an Update, the date such separately purchased
application or module is first made available to Customer for installation), Licensor warrants that the Software (or such separately
purchased application or module), when properly installed and used by Customer in accordance with this Agreement, shall operate in
all material respects in accordance with the technical specifications set forth in Documentation. The foregoing warranty is subject to
Customer notifying Licensor promptly, and in any event within 30 days after discovery of the nonconformity, of a breach of the
foregoing warranty, and providing all information and assistance reasonably requested by Licensor in connection therewith. Upon
receiving such timely notice, as Licensor’s entire obligation and Customer’s sole and exclusive remedy, Licensor shall provide a
workaround for or otherwise remedy the nonconforming Software at no additional charge to Customer, or if Licensor is unable to do
so within 60 days after receipt of Customer’s warranty claim, accept return of the nonconforming Software in exchange for a refund
of the corresponding Software license fees paid.
11. Services Warranty. Licensor warrants that it shall perform the Services in a professional and workmanlike manner, consistent with
generally accepted industry standards and practices. The foregoing warranty is subject to Customer notifying Licensor promptly, and
in any event within 30 days after the date of performance of the nonconforming Services, of a breach of the foregoing warranty, and
providing all information and assistance reasonably requested by Licensor in connection therewith. Upon receiving such timely notice,
as Licensor’s entire obligation and Customer’s sole and exclusive remedy, Licensor shall use commercially reasonable efforts to remedy
the nonconforming Services at no additional charge to Customer.
12. Exclusions. The Software and Services warranties exclude, and Licensor assumes no obligations or liability under warranty, support,
or otherwise for: (i) problems caused by misuse, neglect or abuse of the Software; (ii) modifications to the Software or to Customer’s
database structure not made or approved by Licensor; (iii) failure to install and use the most current release of the Softwar e or the
immediately prior release, or to implement Updates, recommendations or solu tions previously supplied or made available by Licensor;
(iv) Customer’s network, firewall, systems, hardware, third party software, or data, including a decision to operate on a system
incompatible with the then-current system requirements for the Software; (v) back-up, replication or recovery of files or data,
including corruption or loss of data or Software due to Customer hardware failure or fault (although Licensor shall use reasonable
efforts to assist if such problems arise); or (vi) Customer’s failure or delay to perform its responsibilities, acts or omissions of third
parties, telecommunications failures, or force majeure or other events beyond Licensor’s reasonable control. Licensor reserv es the
right to charge at its then-current rates for time spent responding to, investigating, or resolving out-of-scope warranty and support
requests.
13. Customer Responsible for Legal Services. The Software is intended for use by qualified legal professionals in connection with case
management and related activities. Licensor does not provide legal advice, and neither the Software nor the Services should be viewed
or relied upon as a substitute for the counsel and independent judgment of an attorney or other legal professional. Customer is solely
responsible for its provision (or receipt) of legal s ervices, and for its selection and use of the Software and Services in connection
therewith. Customer shall indemnify, defend and hold Licensor harmless from and against any and all claims, demands, suits,
damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any legal services
provided or received by Customer or the use, non-use or misuse of the Software or the Services in connection therewith.
14. DISCLAIMER. EXCEPT FOR THE EXPRESS SOFTWARE AND SERVICES WARRANTIES SET FORTH ABOVE, THE SOFTWARE AND
SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT
LIMITING THE FOREGOING, LICENSOR HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SUITABILITY OR RESULTS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR SERVICES
WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR MEET CUSTOMER’S PARTICULAR BUSINESS, TECHNICAL OR OTHER
REQUIREMENTS. CUSTOMER IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF ITS NETWORK, SYSTEMS AND DATA. THE
SOFTWARE AND SERVICES MAY BE SUBJECT TO TRANSMISSION ERRORS, DELIVERY FAILURES, DELAYS , AND OTHER LIMITATIONS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NO EMPLOYEE OR AGENT HAS AUTHORITY TO BIND
LICENSOR TO ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 6/14
15. Confidentiality. From time to time in connection with this Agreement, each party may receive, observe or otherwise be provided
with certain confidential information of the other party, its affiliates or suppliers, in written, visual or oral form, inclu ding but not
limited to business, marketing, sales, technical, creative, human resources, customer and other information that a person familiar with
the party’s industry would consider confidential in nature (collectively, “Confidential Information”). Confidential Information does not
include information that: (i) was known by the receiving party prior to any disclosure by the disclosing party; (ii) is discl osed to the
receiving party on a non-confidential basis by a third party that is legally entitled to make such disclosure; (iii) is independently
developed by the receiving party without reference to or reliance on the disclosing party’s information; (iv) is generally kn own or
available to the public or in the public domain; or (v) is required to be disclosed by law, subpoena, or court order, but then only to the
extent necessary to comply with the foregoing, and provided that the disclosing party is notified in advance so that it may s eek to
contest, limit or modify such disclosure. Each party shall hold the Confidential Information of the other party in confidence, exercising
at least the same care used to protect its own Confidential Information of a similar nature, but no less than reasonable care . Each
party shall access, use and disclose Confidential Information of the other party only for the limited purpose of exercising its rights and
fulfilling its obligations under this Agreement, or as otherwise expressly authorized in writing by the other party. Upon th e expiration
or termination of this Agreement, each party shall promptly return to the other party or destroy all Confidential Information of the
other party in its possession, and upon written request of the other party, certify in writing that it has retained no copies or summaries
of the same.
15.1 Wisconsin Public Records Law. Notwithstanding any other term of this Agreement, whether identified before or
after this paragraph, and including other terms incorporated by reference or linked to this Agreement.
15.1.1 The City of Oshkosh is statutorily required to comply with the Wisconsin Public Records laws
as well as other laws. Information received from Licensor, used for the purposes of this
Agreement, or created pursuant to this Agreement, will be considered public records as
defined by Wis. Stat. 19.32(2), and any other relevant statute. These records include those
held by the City as an “Authority” having custody of a records pursuant to Wis. Stat.
19.32(1), as well as those contractor’s records as defined in Wis. Stat. 19.36(3).
15.1.2 Nothing in this Agreement shall prevent or prohibit the City of Oshkosh from complying with
Wisconsin Public Records or other laws, or from acquiring, storing, handling, disclosing,
distributing, treating, and retaining public records in a manner consistent with Wisconsin
Public Records or other laws including, without limitation, public records retention laws. In
the event the City of Oshkosh’s compliance Wisconsin Public Records laws, or compliance
with other laws, conflicts with any term of this Agreeme nt, whether the term is explicitly
stated, or referenced, or linked, the City of Oshkosh will comply with the applicable law and
such compliance shall not be considered a breach, default, waiver, or other violation of any
term of this Agreement.
15.1.3 For purposes of clarification, but without limitation, the City of Oshkosh acknowledges the
intellectual property and trade secrets rights of Licensor, as well as those of Licensor’s
subsidiaries and affiliates. This section is not intended to limit or alter the aforementioned
intellectual property or trade secret rights as may be otherwise described herein.
15.1.4 For purposes of clarification, but without limitation, the parties note that this Agreement
includes various terms which may be similar, and used together, but which are not legally
interchangeable. It is acknowledged that intellectual property, proprietary information,
confidential information, and information subject to privacy laws may seem in some sense
to be the same, but each are different in nature and are subject to different legal protections
and standards. It is the intent of the parties to interpret each term according to each term’s
unique legal characteristics, as well as in the context oof the City as a governmental body
with obligations for transparency. The Wisconsin Public Records laws prevents public
release of some of the aforementioned type of information, including: Wis. Stat
19.35(1)(records, such as intellectual property, subject to protection by other federal or
state laws); Wis Stat 19.36(4)(computer programs); Wis Stat 19.36(5)(trade secrets); and,
Wis Stat 19.36(13)(financial identifying information). Wisconsin Public Records laws and
associated policy has not acknowledged or recognized confidential information except as set
forth in specific laws, and therefore the law does not prevent public disclosure and use of
information that entities creating or disclosing information may believe are proprietary or
confidential, unless that information is explicitly protected by one of the previously identified
laws.
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 7/14
15.1.5 For purposes of further clarification, but without limitation, the City of Oshkosh takes
seriously its obligations to protect records and information that is protected by statute. The
City notes that computer programs and software is protected from public disclosure, as
noted above. However, Wis Stat. 19.36(4) explicitly states that all material used for the
input into the computer program, and all material produced as a product of the computer
program is subject to public examination and copying unless otherwise specifically protected
by law from inspection and copying. Therefore, regardless of any notations of confidentiality
placed on any input to the computer program, or output from the computer program, such
records will be considered public records without restriction available for public inspection,
copying, and use unless the information is otherwise protected from disclosure by law. In
the event that certain personally identifiable information may be provided to or by Licensor,
including records protected by the Drivers Privacy Protection Act, and that the City and
Licensor may have access to such information, then the City believes that such personally
identifiable information may be protected from disclosure by state and/or federal statute,
as well as potentially using the balancing test analysis as allowed by Wisconsin law. The
City agrees to use such analysis when warranted. In cases where warranted, the City agrees
to use the public records balancing test analysis. In all cases Wisconsin law reviewed in a
Wisconsin venue will determine all public records issues, including but not limited to which
records are made publicly available. Similarly, this Agreement, communications related to
this Agreement, and pricing related to this Agreement are considered subject to public
inspection and copying, and public use without restriction.
15.1.6 Wisconsin Public Records Retention. Notwithstanding any other term of this Agreement,
whether identified before or after this paragraph, and including other terms incorporated by
reference or linked to this Agreement, the City shall retain all information, whether in
electronic, hard copy, or other form that is considered to be a “record” as defined in Wis.
Stat. 19.32 and the City shall retain all such records in a manner that is compliant with the
City’s record retention obligations as required by Wis. Stat. 19.21. During this term of
retention, all such records shall be used and retained according to applicable law.
16. Proprietary Rights. Notwithstanding any references to “purchase,” “sale” or similar terms in this Agreement or the Order, the
Software is licensed, not sold. Licensor and its suppliers retain exclusive right, title and interest in and to the Software (in both binary
executable code and source code form) and Services, including the program architecture, design, coding methodology,
Documentation, screen shots and “look and feel” therefor, all Updates and other enhancements, modifications and improvements
thereto, all goodwill associated with the foregoing, and all present and future copyrights, trademarks, trade secrets, patent rights and
other proprietary and intellectual property rights of any nature throughout the world embodied therein and appurtenant thereto. All
rights and licenses not expressly granted to Customer in this Agreement are reserved by Licensor and its suppliers. From tim e to time,
Customer may provide suggestions, comments, ideas, or other feedback regarding the products or services of Licensor. Licensor shall
be free to access, use, disclose, and otherwise commercialize and use such feedback, including for developing improvements to its
products and services, free of any claims, payment obligations, or proprietary, confidentiality or other restrictions of any kind.
17. IP Infringement Indemnity. Licensor shall defend at its own expense any claim brought against Customer by a third party in a
court of competent jurisdiction alleging that the Software infringes such third party’s copyright, United States patent, or registered
trademark or misappropriates such third party’s trade secrets, and shall indemnify and hold Customer harmless from and against
those costs and damages awarded to such third party, or agreed to by Licensor in a monetary settlement, that are specifically
attributable to such claim. The foregoing obligations of Licensor are subject to Customer notifying Licensor promptly in writing of such
claim, providing Licensor sole control over the defense and settlement thereof (provided, however, Customer may participate in the
defense or settlement of such claim at its own expense with counsel of its choice), and providing all information and assistance
reasonably requested by Licensor in connection therewith. Notwithstanding the foregoing, Licensor shall have no obligation or liability
for any claim to the extent arising out of or resulting in whole or in part from: (i) unauthorized use or misuse of the Software by
Customer or its Users; (ii) modifications to the Software not made by Licensor; (iii) blueprints, designs or other materials supplied by
Customer; (iv) combination of the Software with hardware, software or other items not supplied by Licensor; (v) use of the Software
as part of a Customer or third party method or system; (vi) use of an unsupported version of the Software; (vii) the specific data or
type(s) of data input, processed or stored by Customer using the Software; or (viii) any third party products and services bundled or
integrated with the Software or otherwise made available by Licensor to Customer (it being understood such products and services
are subject to the license and terms of the respective third party suppliers, and are warranted if at all only as expressly p rovided by
such suppliers). In the event Licensor has reason to believe that the Software is or may become subject to an infringement claim, in
addition to Licensor’s indemnification obligation, Licensor shall have the right to modify the Software so that it becomes non-infringing,
to secure the right for Customer to continue using the Software, or, if the foregoing options are not commercially practicabl e, as
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 8/14
determined by Licensor in its reasonable discretion, to terminate this Agreement and/or the corresponding Order and accept return
of the Software in exchange for a prorated refund of any prepayments made by Customer in respect of the remaining subscription
period after the date of termination.
18. LIMITATIONS ON LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE, THE SERVICES OR THIS
AGREEMENT, INCLUDING LOSS OF BUSINESS, PROFITS, OR REVENUE, LOSS OR DESTRUCTION OF DATA, OR BUSINESS INTERRUPTION
OR DOWNTIME, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY
ARISING OUT OF OR RELATED TO THE SOFTWARE, THE SERVICES AND THIS AGREEMENT SHALL NOT, REGARDLESS OF THE NUMBER
OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO LICENSOR UNDER
THE CORRESPONDING ORDER IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR ONE THOUSAND
U.S. DOLLARS ($1,000), WHICHEVER IS GREATER. THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM
EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE); PROVIDED, HOWEVER, SUCH LIMITATIONS SHALL NOT APPLY TO, OR
LIMIT THE LIABILITY OF A PARTY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR IN THE CASE OF CUSTOMER, FULFILLMENT
OR BREACH OF ITS OBLIGATIONS UNDER SECTION 3 (“LICENSE RESTRICTIONS”), SECTION 8 (“PRICING AND PAYMENT”), OR SECTION
13 (“CUSTOMER RESPONSIBLE FOR LEGAL SERVICES”). THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THIS
AGREEMENT, AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.
19. Miscellaneous
(a) Governing Law. This Agreement shall be governed and interpreted for all purposes by the laws of the State of Wisconsin, U.S.A.,
without reference to any conflict of laws principles that would require the application of the laws of a different jurisdicti on. The United
Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (as
enacted by any jurisdiction) do not and shall not apply to this Agreement, and are hereby specifically excluded.
(b) Jurisdiction; Venue. Any dispute, action or proceeding arising out of or related to the Software, the Services or this Agreement
shall be commenced in the state courts of Winnebago County, Wisconsin or, where proper subject matter jurisdiction exists, the
United States District Court for the Eastern District of Wisconsin. Each party submits to the personal jurisdiction and exclusive venue
of such courts and irrevocably waives any objections thereto, including based on forum non conveniens.
(c) Notices. All notices under this Agreement shall be in writing and in the English language, and shall be delivered personally or by
postage prepaid certified mail or express courier service, return receipt requested , to the other party’s address set forth in the most
recent Order for Software or Services. Either party may change its address for notices from time to time by providing written notice
of such change to the other party in the foregoing manner.
(d) Assignments. Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent
of the other party; provided, however: (i) Licensor may fulfill appropriate duties under this Agreement through its qualified
subcontractors, provided that Licensor remains responsible for the performance of such subcontractors; and (ii) Licensor may assign
this Agreement to an affiliate, successor, or acquirer in connection with Licensor’s merger, acquisition, corporate reorganization, or
sale of all or substantially all of its business or assets to which this Agreement relates. Any attempted assignment or transfer in
violation of the foregoing shall be null and void from the beginning and of no effect.
(e) Relationship; Third Party Beneficiaries. The parties hereto are independent contractors. Nothing in this Agreement shall be
deemed to create any agency, employment, partnership, fiduciary or joint venture relationship between the parties, or to give any
third party any rights or remedies under or by reason of this Agreement; provided, however, the disclaimers, limitations o n liability
and contractual indemnification protections in this Agreement shall extend to the parties’ respective directors, officers, employees,
agents, and affiliates.
(f) Publicity. Neither party shall, without the prior written consent of the other party in each instance: (i) issue any press releases ; or
(iii) use in any advertising or marketing materials the name, logo or trademarks of the other party or its affiliates; provid ed, however,
Customer may disclose to third parties that it is a client of Licensor, and Licensor may identify Customer as a licensee of the Software.
(g) Equitable Relief. The Software and Documentation comprise the confidential and proprietary information of Licensor and its
suppliers, constitute valuable trade secrets, and are protected by federal and international copyright laws and treaties . Customer
acknowledges that its breach of the license or ownership provisions of this Agreement would cause irreparable harm to Licensor, the
extent of which would be difficult and impracticable to assess, and that money damages would not be an adequate remedy for su ch
breach. Accordingly, in addition to all other remedies available at law or in equity, and as an express exception to the jurisdiction and
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 9/14
venue requirements of this Agreement, Licensor shall be entitled to seek temporary or permanent injunctive or other equitable relief
in any court of competent jurisdiction.
(h) Audit. During the term of this Agreement and for 12 months thereafter, Customer agrees to complete and return promptly any
Software usage questionnaires issued by Licensor, to provide Licensor and/or its designated auditor with reasonable access to
Customer’s relevant facilities, systems, and records to verify that Customer’s use of the Software is in compliance with the provisions
of this Agreement, and to promptly pay any amounts determined to be due and owing as a result of such audits. All audits shall be
conducted in a reasonable manner at Licensor’s expense and shall occur no more than once annually; provided, however, if an audit
reveals or Licensor reasonably suspects material non-compliance, Licensor may conduct additional audits until compliance is achieved.
If an audit reveals material noncompliance by Customer, Customer shall reimburse Licensor for the reasonable costs of the audit, in
addition to payment of any shortfall determined to be due and owing.
(i) U.S. Government Restricted Rights. The Software and Documentation are licensed with RESTRICTED RIGHTS as "Commercial Items,"
as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software
Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212
or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software
Documentation is licensed (if at all) to U.S. Government end users only as Commercial Items, and with only those rights as ar e granted
to other licensees pursuant to this Agreement.
(j) Export Control. The Software and underlying information and technology may not be accessed or used except as authorized by
United States and other applicable law, and further subject to compliance with this Agreement. The Software may not be expor ted
or re-exported into any U.S. embargoed countries, or to anyone on the U.S. Treasury Department's list of Specially Designated
Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. Customer repres ents and warrants that Customer
and its Users are not located in, under the control of, or a national or resident of any country or on any such list.
(k) Amendment; Waiver. This Agreement may be amended only by a written instrument signed by an authorized representative of
each party. No right or obligation shall be waived by any act, omission or knowledge of a party, except by an instrument in writing
expressly waiving such right or obligation and signed by an authorized representative of the waiving party. Any waiver on on e occasion
shall not constitute a waiver on subsequent occasions.
(l) Severability; Construction. If any provision of this Agreement is determined to be invalid or unenforceable under applicable law,
such provision shall be amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest
extent possible under applicable law, or severed from this Agreement if such amendment is not possible, and the remaining provisions
of this Agreement shall continue in full force and effect. The headings in this Agreement are for reference pur poses only, and shall
not affect the meaning or interpretation of this Agreement. The term “including” as used herein means “including without lim itation.”
The terms “herein,” “hereto,” “hereof,” and similar variations refer to this Agreement as a whole, rather than to any p articular section.
(m) Counterparts; Facsimile. This Agreement may be signed in counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same instrument. Any signature may be delivered by facsimile (including signed PDF, JPEG or
similar electronic copy attached to an email), which shall have the same effect as an original signature.
(n) Entire Agreement. This Agreement sets forth the entire agreement of the parties, and supersedes all prior and contemporaneous
proposals, agreements and understandings, whether written or oral, pertaining to the subject matter hereof. Where Customer
requires a purchase order as part of its procurement process, such purchase order may be issued for administrative purposes only.
Any additional or conflicting terms proposed by Customer in any purchase order, request for proposal, acknowledgement, or other
writing shall not be binding on Licensor, and are hereby objected to and expressly rejected.
(o) Cooperative Purchasing Arrangements. Licensor and Customer support cooperative purchasing arrangements pursuant to which
one or more public sector entities may purchase additional Software and Services under an existing contract between Licensor and
another public sector entity. Licensor and the additional public sector entity(s) may enter into an addendum to this Agreement that
outlines the additional Software and Services purchased, subject to the existing terms of this Agreement. Any such arrangement is
subject to the consent of all parties involved.
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 10/14
Exhibit B
Services and Support Policy
This Services and Support Policy describes the installation, training, data conversion, maintenance, technical support, and o ther
Services made available by Licensor for the Software, and details Licensor’s and Customer’s responsibilities in connection wi th any
Order for such Services.
A. Installation
Licensor will deliver the Software for installation at Customer’s site, and will provide installation instructions that must be followed by
Customer for the installation. Customer is primarily responsible for installation and configuration of the Software , and its personnel
should be experienced in the network, database, and server platforms on which the Software and database will run.
In connection with Customers’ initial installation and configuration of the Software, Licensor will make available the following services:
• For application installation, up to 8 hours of technical telephone support to assist Customer’s personnel with installation, at
no additional charge.
• Additional remote installation assistance is available upon request, and will be billed at Licensor’s then -current hourly
consulting rate.
For purposes hereof, installation means the date that Customer first installs the Software on its server, exclusive of subseq uent
configuration or implementation work. If Customer does not install the Software within 90 days after order placement (subjec t to a
day-for-day extension for any delay directly attributable to Licensor), the Software will be deemed to have been installed on such da te,
and any payments tied to installation will become due and payable.
B. Training
Licensor will provide any training ordered by Customer in accordance with Licensor’s standard training methods and using its standard
training materials. Training is provided at Licensor’s then -current rate plus reimbursement of travel and expenses, if applicable.
C. Electronic Data Conversion
Licensor will provide data conversion services ordered by Customer at its then -current rates and in accordance with its standard
electronic data conversion procedures. Where the order specifies a number of hours for the data conversion, such number is a n
estimate only, and subject to adjustment based on format, quality and quantity of Customer data, timeliness of Customer coope ration
and other factors outside of Licensor’s reasonable control. The general progression and allocation of responsibility for dat a conversion
services is as follows:
• Data conversion programs will be created at Licensor’s facilities. In order to prepare the conversion program, all
source data must be provided by Customer to Licensor in an acceptable, machine -readable format and must be
corruption free.
• If necessary, including where in-house expertise or local consultants are not available, Licensor will visit Customer’s
site to obtain the source data and documentation required to create the conversion program. Such onsite services
will be charged at Licensor’s daily consulting rate plus reimbursement of travel and expenses.
• Data scrubbing is the process of fixing or eliminating individual pieces of data that are incorrect, incomplete or
duplicated in the source database when the data is passed to the target database. Unless specifically noted in the
order, Licensor’s conversion estimate does not include data scrubbing. If desired or required, such services will be
made available at an additional charge.
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 11/14
• Licensor will create a data mapping document that defines where the source data will reside in the target Software
database. Once complete, the data mapping document must be approved by Customer via email or other writing
before the conversion program can be created.
• Licensor will perform a test data conversion to provide Customer with the ability to review the source data as it was mapped
and will appear in the Software application. The test data conversion must be approved by Customer via email or other writing
before the final data conversion can be performed.
If changes to the data mapping document or test data conversion are requested by Customer after they have been approved, Licensor
reserves the right to charge an additional fee for time worked, and to delay any previously estimated completion dates.
D. Maintenance and Support
During the term of Customer’s maintenance and technical support subscription under the corresponding Order, Licensor will make
available maintenance and technical support to Customer in its use and operation of the Software comprised of the following:
(a) Scope of Support. Customer may contact Licensor with questions and troubleshooting related to use and operation of the Software,
as well as for remote diagnosis and priority resolution of material bugs, errors or other malfunctions encountered using the Software.
A bug, error or malfunction is deemed "material" if it represents a nonconformity of the Software with Licensor's then -current
published specifications and materially interferes with or degrades usability of the Software.
(b) Contacting Technical Support. Support queries may be submitted by email at Support@LegalFiles.com or by phone at (217) 726-
6400 during Licensor’s normal business hours: Monday through Friday from 8:00 a.m. to 5:00 p.m. U.S. Central Time (excluding
holidays). Customer must appoint one primary contact person and one alternate contact person who have been trained and are
competent in use and operation of the Software to place technical support queries.
(c) Classification of Issues. When contacting Licensor for Support, Customer should assign an initial severity based on the severity level
classifications listed below, and should provide a detailed description of the issue or support request. The initial assignm ent of severity
may be raised or lowered by Licensor, in its reasonable discretion, based on the information provided by Customer and/or subsequent
diagnosis or remediation efforts, including the availability of a work-around.
Level Description
1
A problem with the Software which renders the Software inoperative or causes a
significant and ongoing interruption to Customer’s business activities.
2
A problem with the Software which degrades or disrupts operation, but does not
cause a significant and ongoing interruption to Customer’s business activities.
3
A problem with the Software which has only a minor impact on Customer’s
business activities, or for which an acceptable work-around is readily available.
4
General questions, suggestions, and feedback pertaining to use and operation of
the Software.
(d) Initial Response; Status Updates. Licensor will use commercially reasonable efforts to provide an initial response and ongoing
status updates for support requests within the target timeframes listed below. All timeframes are during Licensor’s normal business
hours only, and are further subject to Customer providing all information and assistance reasonably requested in connection
therewith. Licensor will escalate support requests through its technical support channels as necessary to address covered su pport
issues.
Level Initial Response Status Update
1 2 hours Daily until workaround or correction available.
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 12/14
2 4 hours Every 2 days until workaround or correction available.
3 1 day As necessary or upon request.
4 2 days As necessary or upon request.
(e) Remote Access. Upon request, Customer will provide Licensor remote access to Customer's computer system for the purpose of
remote diagnostics. Any such remote access will be subject to Customer’s remote access security policies and procedures as
communicated to Licensor at the time.
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 13/14
Exhibit C
Order Form
Customer: City of Oshkosh
Order Date: ________________________________________
Customer’s purchase includes the following Legal Files ® software, subscriptions, and professional services:
Software and Support Subscriptions
Description Quantity Extended
Named User License Subscription
Includes: 4 Named User Licenses, Office and Acrobat
Integration, and a single production environment
4 Named User Licenses $4,960.00
Maintenance and Support Subscription Included Included
Subscription Total (1st year): $4,960.00
Implementation and Training
Description Unit Price Quantity Extended
Quick Start Installation Support – Remote (8 Hours) Included 8 Included
Project Sessions-Management $200/hour 12 $2,400.00
Administration & End User Training and Configuration Assistance $200/hour 32 $6,400.00
Implementation and Training Total: $8,800.00
Additional Implementation Services
Description Unit Price Quantity Extended
Custom Data Conversion $200/hour $
Custom Programming $200/hour $
Additional Services Total: $
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F
Software Subscription Agreement 14/14
Payment Terms & Order Notes
1. Prorated Subscription Total ($1,653) for 4 months of first year of subscription is due and payable on order placement. Full 1
year Software subscription will begin on January 1, 2026 and will be paid for in January of 2026. Thereafter, subscription fees
are billed annually in advance (or as incurred for mid-subscription term purchases, as provided below), and due net 30 days
after invoice date.
2. Implementation & Training Services Total is for the number of days and hours purchased at time of order placement. Total
identified above is due and payable 100% with placement of order. Any additional services ordered by Customer are billed as
incurred and due net 30 days after date of invoice.
3. Customer’s subscription under this Order is for an initial term of 2 years commencing on January 1, 2026. After the initial term,
subscription will renew automatically on an annual basis, unless non-renewed or terminated as provided in the Agreement.
4. Subscriptions, including additional licenses, modules, or custom software added mid-subscription term will be invoiced on a
prorated basis for the remainder of Customer’s then -current subscription year so that all subscriptions remain co-terminus.
Added subscriptions are subject to the same initial term commitment and will renew on the same basis as Customer’s base
subscriptions.
5. Per unit subscription pricing is fixed for the initial subscription term. Thereafter, Licensor may adjust per unit subscription
pricing, effective at the start of each subscription renewal term, by noting such change in the renewal invoice. Provided that
Customer maintains at least the number of subscriptions initially ordered, per unit subscription pricing under this Order shall
increase 10% per year.
6. Services rates and pricing are valid for 12 months from the initial Order Date. Thereafter, Licensor reserves the right to a djust
Services rates, pricing, and availability no more than once annually to reflect Licensor’s then -current offerings and pricing.
7. All fees are exclusive of travel, meals, lodging and expenses for on-site services, which shall be invoiced by Licensor as
reasonably incurred and reimbursed by Customer net 30 days after date of invoice.
8. Any services scheduled and subsequently cancelled by Customer with less than 15 days’ prior notice are subject to cancellatio n
charges at the full scheduled daily and hourly rates, plus reimbursement of non -recoverable travel and expenses.
Docusign Envelope ID: 7AFBD1AC-9EE7-4448-A183-EA733AD8129F