Terms & Conditions

As part of the Services, TAME shall provide Client with access to non-downloadable web portals and tools (“the Software”) on the TAME web site www.tamelaw.com (the “Site”).  During the Term (as defined below), TAME grants Client a revocable, nonexclusive, and nontransferable license to use the Software for purpose of managing Client’s client trust accounting (the “Purpose”).  Access to the Software is limited to those individual users for whom Client has set up user logins.  TAME may terminate Client’s license and access to the Software and the Site if Client violates any provisions of this Agreement.

TAME owns all right, title and interest in and to the Software, the Site, the Services and the content provided on the Site (“the Content”).  TAME hereby grants to Client a revocable, nonexclusive and non-transferable license to use the Content on the Site under the terms and conditions of this Agreement, solely in connection with the operation of the Software during the term of this Agreement. Client acknowledges TAME’s rights in the Software, the Site, the Services and the Content, and agrees that Client shall have no right to distribute, transfer, or otherwise make available the Software or the Content or any copies thereof in whole or in part to anyone other than Client’s own identified users.

TAME will provide customer support to those users whom Client has identified to TAME by e-mail address and name.  Customer support consists of telephone and email support and is available from Monday to Friday, 9:00 AM through 5:00 PM (EST), except for regular business holidays.  Client will have unlimited access to TAME’s online product support center located with the software.

The Site and the Software hosted on the Site will be accessible 90 percent of the time, as measured on a monthly basis, exclusive of scheduled maintenance periods.  Scheduled maintenance periods are between 1:00 AM and 7:00 AM (EST), Monday through Sunday.  Access to the Site and the Software may be available during scheduled maintenance periods, but performance may be slower than normal or the Site and the Software may become unavailable.  TAME will use commercially reasonable efforts to notify Client of unscheduled unavailability of the Site and the Software.

Client is responsible for maintaining the confidentiality of its user passwords, for all activity by its users, for removing or modifying its users’ access to the Services, and for identifying authorized users to TAME..  If Client becomes aware of the unauthorized use of a password or other security breach, Client will notify TAME promptly.  TAME shall have no responsibility to Client for any unauthorized, undesired, negligent or malicious access to Client’s data through the Software from any active Client user login.

These Terms and Conditions take effect with the payment of the then-current fees for the Services that Client has purchased.  Current fees are posted on TAME’s web site, and TAME shall be free to revise the current fees at any time. Fees are non-refundable.  For renewal terms, if Client does not pay an invoice within 30 days from the due date, Client will be in default and liable for 18 percent annual interest (or the highest rate allowed by law, if lower) from the due date until paid.  Past due invoices and interest are payable on demand.  Client will be responsible for payment of sales taxes where required by law.  In the event of default of payment, any and all attorney’s fees incurred or in contemplation of suit shall be Client’s responsibility, including any and all collection costs.

Client’s failure to pay an invoice properly due shall constitute a material breach of this Agreement.  Upon thirty (30) days delinquency of balance due from Client to TAME, TAME reserves the right to suspend or cancel Client’s access to the Site and the Services provided under this Agreement.  TAME shall have no responsibility to provide Client with any data, reports or information on TAME’s servers.  Client’s access to the site may be reinstated upon payment in full of balance due to TAME.

The term of this Agreement and Client’s access to the Services will be one year starting from the date payment is initially received from TAME, unless otherwise terminated pursuant to a provision of this Agreement.  The term of this Agreement will automatically renew for an additional one (1) year renewal term at the then-current price, unless Client or TAME gives notice at least thirty (30) days prior to the end of the initial term, or any subsequent term, or Client fails to pay TAME’s invoice for the renewal term within thirty (30) days of presentation thereof.  Either party may terminate this Agreement upon written notice if the other party materially breaches any of the terms of this Agreement and such breach has not been cured within thirty (30) days following notice of such breach from the terminating party.  Upon termination of this Agreement, Client shall have no right to use or access the Services or the Site.  TAME reserves the right to delete all Client information three months after termination.

Client may, from time to time, provide TAME with confidential information.  If the information is in written form, Client will identify or label such information as confidential, trade secret, or proprietary.  If Client discloses the information to TAME orally, Client will notify TAME of the confidential nature of the information and provide TAME with a written summary within 30 days of disclosure.  Likewise, TAME may similarly provide Client with confidential information and will inform Client of the confidential nature of the information in the same manner.  Both parties agree not to disclose a party’s confidential information without the other party’s prior written consent, except as otherwise required in this Agreement.  This paragraph does not apply to any information that is or has become publicly available through no fault of either party.  Further, either party may disclose confidential information in order to comply with an order from a court, administrative agency, or other governing body, after giving the other party prompt written notice of the order and a reasonable amount of time to seek a protective order or other appropriate remedy.  Any breach of this confidentiality section of this Agreement will cause irreparable harm, for which money damages alone will not be an adequate remedy.  Therefore, the parties reserve the right to seek injunctive relief in addition to any other remedies available in the event of litigation either in equity or at law.

TAME makes no representations, warranties, or guarantees regarding the completeness, timeliness, or accuracy of any information or services that it provides to client, which information and services are provided “as is.”  TAME will not be liable to client or anyone else for any incompleteness, inaccuracy, or untimeliness in the information or services provided, or for any delays in reporting.  TAME provides no warranties, guarantees, conditions, covenants, or representations, expressly or implied, as to merchantability, fitness for a particular purpose, noninfringement, or other attributes of the software, services or information provided, whether in law or in fact, or stated orally or in writing.

Client is solely responsible for all data input by client, and client’s own computer networks, systems, hardware, and software, including the storage, security, and preservation of any of its own data.  TAME is not responsible for any information entered or provided by Client or its users.  Any reports that Client creates and downloads to its own systems are stored and used solely at client’s own risk.  TAME will not be responsible for updating downloaded reports and will have no liability to client for any losses arising out of the use of a downloaded report, whether during or after the term of this agreement.  Except as otherwise provided in these terms and conditions, neither party will be responsible for consequential, incidental, special, punitive, exemplary, or indirect damages, including but not limited to loss of anticipated profits, loss of data, economic loss, or the interruption or loss of the use of software.  This section applies to both parties’ liability for all damages, whether in contract, tort, or otherwise.  This paragraph does not apply to liability for property damage or personal injury

Except for Client’s obligation to pay for TAME’s Services, neither party will be responsible for failure to perform contractual duties if the failure results from:  (a) an act of God; (b) acts of public enemies; (c) terrorism; (d) civil war; (e) insurrection or riot; (f) fire, flood, explosion, or earthquake; or (g) a serious accident, strike, labor trouble, or work interruption or any other cause outside of that party’s reasonable control.

Both parties are independent contractors.  There is no agency, partnership, or association, or joint venture between the parties.  Neither party will make any commitments or take on any obligations for the other.  Any attempts to do so will be void.

Client may not assign this Agreement or its obligations and rights thereunder to a third party without TAME’s prior written consent.  Client will give TAME written notice within 60 days after any merger, acquisition, divestiture, or similar transaction that results in a change of Client’s ownership or in Client’s acquisition of another entity having a contract with TAME.

TAME shall, and Client agrees, to make all notices under this Agreement in writing.  Notices will be considered to have been given when:  (a) personally delivered; (b) delivered by fax or e-mail upon receipt of confirmation; or (c) three days after being sent by prepaid courier (i.e. UPS), certified, or registered U.S. Mail to the other party’s address as last provided.

In any lawsuit or other proceeding to enforce rights provided under this Agreement or arising out of a breach of this Agreement, the prevailing party will be entitled to collect reasonable attorney’s fees and costs of the proceeding in addition to any other remedies that party may recover.  The following sections of these Terms and Conditions will remain binding on the parties after the termination of this Agreement: Ownership, Confidential Information, Representations and Warranties, Limitations on Liability, and Governing Law.  The failure of either party at any time to require performance by the other party of any provision hereof will not affect in any way the full right to require such performance at any time thereafter.  The waiver by either party of a breach of any provision hereof will not be taken or held by the other party to be a waiver of the provision itself unless such a waiver is expressed in writing.

The Services may include delivery of information or tools from a third-party provider (“Third Party Content”).  TAME provides Third Party Content to Client solely for its internal business purposes.  Third Party Content is subject to intellectual property and other proprietary rights and may not be used except as contemplated by this Agreement.  Third Party Content may change, or have its functionality or content altered, deleted, or replaced with a similar service.  Likewise, the price of Third Party Content may change.  Client warrants that it will not violate any third party’s rights to any Third Party Content it may receive and agrees to indemnify and defend TAME against any losses, including but not limited to damages, court costs, and reasonable attorney’s fees to which TAME becomes exposed as a result of Client’s infringement of a provider’s rights in Third Party Content.

These Terms and Conditions represent the entire Agreement between the parties.  Additions, changes, modifications, and waivers to this Agreement must be made in writing and signed by both parties.  If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain enforceable and in full force.

The law of the State of New Jersey applies to matters related to this contract including, but not limited to questions of validity, interpretation, effect, performance, and remedies.  New Jersey law will apply regardless of any law or provision to the contrary.  Client agrees to submit to the exclusive jurisdiction over all disputes hereunder or related hereto in the federal and state courts in the State of New Jersey located in Essex County.

Submission of payment for the Services constitutes acceptance of these Terms and Conditions.  The person submitting payment to TAME on the Client’s behalf represent that they have the authority to enter into this Agreement for Client.