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This iTimeKeep Software License Agreement (“Agreement”) is between Bellefield Systems, LLC, a Pennsylvania limited liability company with its principal place of business at 2605 Nicholson Road, Suite 2202, Sewickley, PA 15143 (““Bellefield”), and the account holder organization entering into this Agreement with Bellefield (“Licensee”).

By clicking the “I Accept” button or installing any version of iTimeKeep Technology, Licensee agrees to be bound by all of the following terms of this Agreement:

1. Definitions:

1.1. “Administrator” shall mean an authorized representative of Licensee with authority to designate additional Authorized Users and/or Administrators and make decisions on behalf of Licensee with respect to renewing or terminating this Agreement.

1.2. “Affiliated Party” or “Affiliate” means, with respect to a given Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with, the given Person.

1.3. “Authorized User” shall mean the partners, associates, employees and independent contractors of Licensee who have been authorized to use iTimeKeep by the Licensee.

1.4. Confidential Information” shall mean (i) the billing and client information Licensee’s Authorized Users share using iTimeKeep and any information provided by Licensee to Bellefield in connection with the iTimeKeep Technology, including, without limitation, information about Authorized Users or any individual who has been invited to use iTimeKeep in a limited capacity as a client of Licensee and (ii) any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either Party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, information, procedures, business and marketing plans or strategies, financial information, and business opportunities disclosed by either Party before or after the effective date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either Party’s premises.

1.5. “Customer Data” means all data and information (i) made available to Bellefield by or on behalf of Licensee or its Affiliates by Licensee in connection with Bellefield’s provision of the iTimeKeep Technology; or (ii) uploaded by Authorized Users or Licensee or its Affiliates by Authorized Users into the iTimeKeep Technology.

1.6. “Documentation” means all user, operating, programming and training manuals, technical information, and other documentation and materials provided by or on behalf of Bellefield to Authorized Users of Licensee in connection with the iTimeKeep Technology.

1.7. “Hardware” means the computer hardware, smart phones, tablets, operating environment and peripherals and other technology.

1.8. “iTimeKeep Technology” or “iTimeKeep” means any product or products bundled under the iTimeKeep brand, including, but not limited to, the iTimeKeep application, OCG Live, Thrive, and accompanying Documentation for these products.

1.9. “License Fees” shall have the meaning ascribed to such term in Section 4.2.

1.10. “Party” means either Bellefield or Licensee and “Parties” refers to Bellefield and Licensee Collectively.

1.11. “Person” means any individual, sole proprietorship, joint venture, partnership, corporation, association, firm, trust, estate, governmental agency, regularity authority, or any other legal entity.

1.12. “Price List” means the list of prices for Bellefield’s product and service offerings found in a valid and current proposal offered by Bellefield to Licensee.

2. Limited License & Use of Service.

2.1. License Grant. Commencing on the date that Licensee allows Authorized Users to download or otherwise install iTimeKeep and subject to Licensee’s pre-payment of all applicable License Fees, Bellefield hereby grants to Licensee and Licensee’s Authorized Users a non-exclusive, non-transferable, and non-sublicensable license for the term of this Agreement to use iTimeKeep and the Documentation in the manner set forth in this Agreement.

2.2. Limitations on Use. Licensee shall not, without the prior written consent of Bellefield: (i) sell, rent, lease, sublicense or otherwise transfer any portion of the iTimeKeep Technology, or any copy of any portion of the iTimeKeep Technology, to any Person, except as expressly provided in this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble iTimeKeep; (iii) create derivative works based upon iTimeKeep; (iv) alter, destroy, copy, modify, or otherwise remove any proprietary notices or labels on or embedded within the iTimeKeep Technology; or (v) show or demonstrate the iTimeKeep Technology to a competitor of Bellefield.

2.3. Ownership Rights. Except for the limited license rights expressly granted to Licensee under Sections 2.1, Bellefield retains all right, title and interest in and to iTimeKeep, including, but not limited to, the right to reproduce, publish, sell, license and distribute iTimeKeep and Documentation to any Persons.

3. Access to the iTimeKeep Technology.

3.1. Each Authorized User will be provided with a unique login and password to access and use iTimeKeep. Such identifier shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.

3.2. Licensee is responsible for all use of the iTimeKeep Technology by Authorized Users on the list of active Authorized Users associated with their license to the iTimeKeep Technology.

3.3. Bellefield reserves the right at any time to temporarily restrict or discontinue access to iTimeKeep for the purpose of maintenance, upgrades. Bellefield shall provide reasonable prior notice to Licensee of any downtime due to planned maintenance or upgrades.

4. Payment, Refunds and Effect of Termination of Payment.

4.1. Implementation Fee. Licensee shall pay Bellefield a one-time implementation fee per the Price List.

4.2. License Fee. Licensee shall pay Bellefield a License Fee based upon the number of Authorized Users per the Price List. All License Fees are calculated on an annual basis.

4.3. Timing of Payments. Licensee shall pre-pay Bellefield for Implementation and License Fees.

4.4. Form of Payment. Licensee will provide Bellefield with a valid credit or debit card, check or ACH for payment of the applicable Implementation and License Fees. All License Fees are exclusive of all federal, state, provincial, municipal or other taxes, which Licensee agrees to pay. In addition to any fees, Licensee may still incur charges from third party providers incidental to using the iTimeKeep Technology, including, but not limited to, charges for Internet access, data roaming, and other data transmission charges.

4.5. No Refunds. All charges for Implementation or License Fees are non-refundable. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of an Authorized User.

4.6. Effect of Termination on Payment. There are no charges for cancelling a subscription, and subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.

5. Cancellation and Termination.

5.1. Administrators are solely responsible for cancelling subscriptions on behalf of Licensee. An Administrator may cancel the subscription by providing written notice to Bellefield at least thirty (30) days prior to the auto-renewal date of subscription.

5.2. Bellefield may suspend or discontinue providing access to the iTimeKeep Technology, in whole or in part, without notice in the event of a material violation of this Agreement by Licensee; or a failure for Licensee to pre-pay the License Fees when due.

6. Confidentiality.

6.1. Each Party agrees to treat all Confidential Information and Customer Data as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

6.2. Bellefield and any third party vendors and hosting partners it utilizes to provide the iTimeKeep Technology shall hold Confidential Information and Customer Data in strict confidence and shall not use or disclose Confidential Information or Customer Data except as required to perform their obligations under this Agreement; in compliance with applicable law, or as otherwise authorized by Licensee in writing.

6.3. In the event of unauthorized access to Licensee’s Confidential Information or Customer Data, Bellefield shall promptly notify Licensee of such access and cooperate with Licensee to mitigate the effects of any such loss.

7. Limitation of Liability.

7.1. BELLEFIELD SHALL NOT BE LIABLE FOR AND LICENSEE WAIVES THE RIGHT TO CLAIM ANY LOSS, INJURY CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM USING THE ITIMEKEEP TECHNOLOGY.

7.2. BELLEFIELD IS NOT RESPONSIBLE FOR THE THEFT OR LOSS OF CUSTOMER DATA BY THIRD PARTIES AND LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD BELLEFIELD HARMLESS FROM AND AGAINST ANY DAMAGES, LIABILITIES, CLAIMS, COSTS AND EXPENSES RESULTING FROM A THIRD-PARTY (INCLUDING CLIENTS/CUSTOMERS OF LICENSEE) CLAIM ARISING OUT OF THE THEFT OR LOSS OF CUSTOMER DATA.

7.3. THE TOTAL LIABILITY OF BELLEFIELD ARISING OUT OF ANY AND ALL CLAIMS BY LICENSEE IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT LICENSEE HAS PAID FOR THE ITIMEKEEP TECHNOLOGY PURSUANT TO THE AGREEMENT WITHIN THE TWELVE MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE.

7.4. BELLEFIELD IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

8. Disclaimer of Warranties

8.1. WITH EXCEPTION TO THE REPRESENTATION AND WARRENTIES EXPRESSED IN SECTION 8.2, BELLEFIELD HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY ITIMEKEEP TECHNOLOGY OR SERVICES PROVIDED BY BELLEFIELD.

8.2. Bellefield represents and warrants that: (i) the iTimeKeep Technology and Bellefield’s compliance with its obligations under this Agreement shall comply with federal, state, and local laws, regulations and codes; and (ii) the iTimeKeep Technology does not contain any computer code, file or program that is designed or intended to disrupt, damage, limit, do harm to or otherwise interfere with the computer system of another, damage, destroy or alter the information systems or data of another (including, without limitation, viruses, programs, Trojan horses, computer time bombs, computer worms or similar components); and (iii) the iTimeKeep technology and the use thereof does not infringe upon, misappropriate or violate any patents, copyrights, trade secret rights or other proprietary rights of any third party.

8.3. Bellefield makes no warranty that the iTimeKeep Technology, when provided to Licensee’s Authorized Users in digital or electronic format, will be compatible with Licensee‘s Hardware or Software. Nor does Bellefield make any warranty as to any results that may be obtained from the use of the iTimeKeep Technology except as otherwise set forth in this Section 8.2. Nothing in this Section 8.3 shall modify Bellefield’s obligations under Section 3 (Access to iTimeKeep Technology) or Section 6 (Confidentiality).

9. Indemnification.

9.1. Licensee shall indemnify, defend and hold Bellefield harmless from and against any and all third-party claims, losses, costs, damages and expenses (including reasonable legal expenses), resulting from or arising out of: (i) Licensee’s breach of this Agreement; (ii) Licensee’s unauthorized use of iTimeKeep or Documentation; (iii) Licensee’s activities after Bellefield has notified Licensee that such activities may result in the infringement of the intellectual property rights of any third party; (iv) Licensee’s use of iTimeKeep other than as set forth in the Documentation or other written instructions supplied by Bellefield with respect to the use, operation, or combination of iTimeKeep on or with third party programs, data, equipment, or documentation.

9.2. Bellefield shall indemnify, defend and hold Licensee and its Authorized Users harmless from and against any and all claims, losses, costs, damages and expenses (including reasonable legal expenses), resulting from or arising out of any claim that the iTimeKeep Technology or the use thereof infringes upon, misappropriates or violates any patents, copyrights, trade secret rights or other proprietary intellectual property rights of a third party so long as such claim are not results from or relating to (i) a modification of the iTimeKeep Technology which modification is not authorized in writing by Bellefield; (ii) in whole or in part results from or relates to the combination of the iTimeKeep Technology with software, Hardware or equipment not provided by Bellefield if the iTimeKeep Technology alone would not be the subject of such claim; or (iii) Licensee’s use of the iTimeKeep Technology other than as set forth in the Documentation or other written instructions supplied by Bellefield.

10. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without reference to choice of law principles. If a dispute arises between the Parties with respect to this Agreement, the Parties shall first attempt to resolve such dispute(s) through good faith negotiation. If such disputes cannot be so resolved within thirty (30) days, each Party shall exclusively refer the dispute(s) to arbitration by serving written notice of its intention to arbitrate the dispute to the other Party. The arbitration shall be conducted in accordance with the American Arbitration Association (“AAA”) for resolution through binding arbitration by a single arbitrator pursuant to AAA’s rules applicable to commercial disputes, as amended from time to time. All arbitrations shall take place in Allegheny County, Pennsylvania. Notwithstanding the foregoing, in the event of any breach or threatened breach of a Party’s obligations regarding Confidential Information or proprietary rights, the aggrieved Party shall be entitled to seek injunctive and other equitable relief in addition to its other available legal remedies in a court of competent jurisdiction. For the purposes of such injunction and/or equitable relief only, the Parties consent to venue in the federal and state courts of the Western District of Pennsylvania, Allegheny County.

11. Waiver and Amendment. No waiver, amendment or modification of any provision hereof or of any right or remedy hereunder shall be effective unless made in writing and signed by the Party against whom such waiver, amendment or modification is sought to be enforced and this Agreement may only be amended by a writing signed by both Parties. No failure by any Party to exercise, and no delay by any Party in exercising, any right, power or remedy with respect to the obligations secured hereby shall operate as a waiver of any such right, power or remedy.

12. Authority. Licensee warrants that it is a duly organized, validly existing, and in good standing as a legal entity under the Laws of the jurisdiction of its incorporation or other organization; it has, and throughout the term of this Agreement will retain, the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; the entering into this Agreement online by its representative has been duly authorized by all necessary corporate or organizational action of the Licensee; this Agreement will constitute the legal, valid, and binding obligation of the Licensee, enforceable against the Licensee in accordance with its terms.

13. Assignment. Licensee shall not assign this Agreement without the prior written consent of Bellefield.

14. Entire Agreement. This Agreement along with all accompanying exhibits, if any, constitute the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, between the Parties hereto with respect to the subject matter hereof. Should there be a conflict between this Agreement or the User Terms of Service, the terms of this Agreement shall apply.

15. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall continue in full force and effect to the maximum extent permissible without being impaired or invalidated in any way.

16. Survival. The Parties agree that their respective rights, obligations and duties which by their nature extend beyond the termination of this Agreement shall survive any termination and shall remain in effect.