These Perfect Portal Lite Terms and Conditions are current from 7 November 2023.
The definitions set out in the body of this agreement or in clause 10 shall apply.
These Perfect Portal Lite Terms and Conditions apply to the Perfect Portal Lite application that is available from the LEAP Marketplace (Perfect Portal Lite).
Once the registration and account process outlined in clause 2 is complete, Perfect Portal Lite equips your law firm’s website (Your Website) with intake forms for prospective clients (Intake Forms) and synchronises the information captured from the Intake Forms with your LEAP instance. Once data is captured via the Intake Forms and transferred to LEAP, Perfect Portal Lite enables conversion of Intake Form data to LEAP matter files.
Additional services are available from Perfect Portal. Any additional services will be subject to a separate order process, including different terms and conditions and applicable fees.
Perfect Portal Lite is provided by the entity specified in the Jurisdiction in the Addendum to this Agreement (together with its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors), (Perfect Portal, we, or us) to you or the entity you represent (You or Your) and is subject to the following Perfect Portal Lite Terms and Conditions (Terms and Conditions or Agreement).
1. ACCEPTANCE OF TERMS
1.1 By clicking “I Agree” in the box and using Perfect Portal Lite, You signify that You have read, understood and agree to be bound by these Terms and Conditions to install and use Perfect Portal Lite on behalf of the entity that You represent.
1.2 If You do not agree to these Terms and Conditions, please do not click “I Agree” in the box.
1.3 We may amend these Terms and Conditions at any time in accordance with Clause 9.2.
2. REGISTRATION AND ACCOUNT
2.1 Perfect Portal Lite must be installed via the LEAP Marketplace.
2.2 Once installed, You must complete registration for a Perfect Portal account and take the following steps:
(a) select matter types for the Intake Forms You wish to create;
(b) provide necessary consents; and
(c) confirm required details for User Credentials.
2.3 Once registration is complete, You will receive an email to activate Your account and link Your LEAP instance and Your Website.
2.4 After Your Website is linked, a LEAP representative will complete installation of the Intake Form widgets on Your Website.
2.5 You are responsible for always maintaining the security and confidentiality of Your User Credentials.
2.6 You agree to provide accurate and complete information during the registration process and to keep Your account information up to date.
2.7 You are entirely responsible for all activities that occur on Your account. Perfect Portal will not be liable for any Loss that may be incurred through any use of Your User Credentials or account, whether with Your knowledge or otherwise.
3. LICENCE AND PERMITTED USE
3.1 Perfect Portal grants You a non-exclusive, non-transferable, revocable license to use Perfect Portal Lite for Your internal business purposes only, at no cost.
3.2 The licence granted in clause 3.1 is conditional upon You complying with these Terms and Conditions.
3.3 You are solely responsible for the content and information collected through the Intake Forms and shall ensure that You comply with any applicable Governing Law regarding any collection, use and disclosure of such content.
3.4 You agree not to use the Intake Forms for any unlawful, harmful, or fraudulent purpose.
3.5 You may not modify, reproduce, reverse engineer, distribute, or create derivative works based on Perfect Portal Lite without prior written consent from Perfect Portal.
3.6 You must not use or introduce anything onto Perfect Portal Lite which may compromise, damage or interfere with Perfect Portal Lite or with LEAP’s services or systems.
4. DATA PRIVACY
4.1 Each Party warrants and agrees that they will comply with all Privacy Laws regarding any Personal Information collected, used, disclosed, stored or received by the relevant Party in connection with this Agreement.
4.2 You warrant that any Personal Information that You disclose to Perfect Portal under this Agreement has been collected, used, processed, held and disclosed in accordance with the relevant requirements of the Privacy Laws. You are responsible for complying with all applicable Privacy Laws, including obtaining necessary consents and providing collection notices as required under applicable Privacy Laws to individuals whose Personal Information is collected.
5. INTELLECTUAL PROPERTY
5.1 You acknowledge and agree that all rights, title, and interests (including all Intellectual Property Rights) subsisting in Perfect Portal Lite and any Perfect Portal Materials (including any modifications) are owned by and will vest in by Perfect Portal or its licensors immediately upon creation.
6.1 You may terminate this Agreement at any time by disabling or un-installing Perfect Portal Lite.
6.2 This Agreement will automatically terminate upon the expiry of termination of Your LEAP agreement.
6.3 Perfect Portal may terminate this Agreement by providing 14 days’ written notice at any time.
6.4 Either Party shall be entitled to terminate this Agreement immediately and at any time for cause by giving written notice to the other Party if that Party:
(a) commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days’ written notice of that breach;
(b) commits a material breach of this Agreement incapable of remedy; or
(c) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
7.1 You acknowledge and agree that Perfect Portal provides Perfect Portal Lite on an "as is" basis. Perfect Portal Lite will work alongside Your Website and LEAP instance.
7.2 You acknowledge and agree that, to the fullest extent permitted by the Governing Law in the Jurisdiction:
(a) Perfect Portal disclaims any warranties, express, implied, or statutory regarding Perfect Portal Lite including warranties of accuracy, merchantability, quality and fitness for a particular purpose or non-infringement; and
(b) Perfect Portal is not responsible for any issues, errors or disruptions caused by Perfect Portal Lite’s use by You.
8. LIMITATION OF LIABILITY
8.1 Liability Cap: Subject to clauses 8.2, 8.3 and 8.4 and to the extent permitted by Governing Law, each Party’s maximum aggregate liability to the other Party or any other person for all and any Claims or Losses (in aggregate) howsoever arising in connection with this Agreement (including in equity, contract, tort or negligence) whether directly or indirectly will be limited to the Total Amount as defined in the Addendum.
8.2 Consequential Loss: To the maximum extent permitted by Governing Law, neither Party will be liable to the other Party for any Consequential Loss arising out of or in connection with this Agreement.
8.3 Contributory Acts: To the extent permitted by Governing Law, a Party’s liability to the other Party in connection with this Agreement will be reduced proportionately by the extent to which the acts or omissions of the other Party or any of its affiliates has caused or contributed to the relevant Loss suffered or incurred by the first Party.
8.4 General Exclusions: Notwithstanding any other term of this Agreement, Perfect Portal will have no liability whatsoever to You or any of Your affiliates for any Loss or Claim caused directly or indirectly by:
(a) the failure by You to comply with any Governing Law or codes governing the conduct of Your business;
(b) the inability of You, Your Representatives, affiliates or any Permitted User to access or use Perfect Portal Lite for any reason;
(c) a failure by You, Your Representatives, affiliates or any Permitted User to comply with Your obligations under this Agreement;
(d) the act or omission of any person not within Perfect Portal’s reasonable control;
(e) equipment, data, materials or services supplied to Perfect Portal by You or any third party;
(f) any linked or integrated third party websites, content, services or applications; or
(g) a Force Majeure Event.
9.1 Governing Law:
The Governing Law that that applies to this Agreement is as set out for the Jurisdiction in the Addendum.
9.2 Changes to this Agreement:
Perfect Portal may update these Terms and Conditions at any time by providing reasonable written notice. Your continued use of Perfect Portal Lite after such changes constitutes acceptance of the revised terms.
10. DEFINITIONS AND INTERPRETATION
The following definitions apply in this Agreement, unless context otherwise requires:
Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whatsoever arising and whether present or future, fixed or unascertained, actual or contingent whether arising in contract (including under an indemnity), tort (including negligence), statute, equity, at Governing Law or otherwise.
Confidential Information means any information (in any form) directly or indirectly disclosed by the Discloser to the Recipient (regardless of whether identified as confidential or not) and includes:
(a) The terms of this Agreement and the commercial arrangements between the Parties;
(b) any information that the other Party knows, or ought to know, is confidential to the Discloser;
(c) the Discloser’s Intellectual Property Rights and any Intellectual Property Rights of third party suppliers to Perfect Portal;
(d) trade secrets, know-how, specifications, inventions, processes or initiatives which are of a confidential nature;
but does not include the Excluded Information.
Consequential Loss means:
(a) special, indirect, incidental or punitive loss or damage;
(b) loss of profits or savings;
(c) loss of opportunity;
(d) loss or damage to or corruption of data;
(e) loss of goodwill;
(f) loss of reputation
whether arising in equity, for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise; or
(g) loss not in the ordinary contemplation of the Parties upon entering into this Agreement.
Discloser means the Party disclosing Confidential Information and/or Personal Information (as applicable) to the other Party (or its Representatives) in connection with this Agreement.
Documentation means the whole and any part of Perfect Portal guides, manuals, user instructions and written specifications regarding the Perfect Portal Lite solution and any marketing material regarding Perfect Portal Lite.
Excluded Information means any information to the extent which:
(a) it is in, or becomes part of, the public domain other than through breach of this Agreement or an obligation of confidence owed to the Discloser;
(b) the Recipient can prove by contemporaneous written documentation:
(i) was already known to it at the time of disclosure by the Discloser;
(ii) was independently developed by the Recipient without reference to the Confidential Information of the Discloser; or
(iii) the Recipient acquired from a source other than the Discloser or any of its Representatives, where such a source is entitled to disclose it on a non-confidential basis.
Force Majeure Event means any circumstances, acts or omissions beyond a Party's control including strikes or industrial disputes, acts of God, epidemics and pandemics, acts of government, declared states of emergency, refusal of licence, failures or outages of any utilities (including telecommunications and data communication equipment or services), denial of service attacks, fire, explosion, floods, cyclone, tsunami or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism or civil disturbance, or impossibility of obtaining material and/or data.
Intellectual Property Rights means all industrial and intellectual property rights throughout the world protected or recognised at Governing Law and includes all current and future registered and unregistered rights relating to:
(a) trade marks, business names, domain names, copyright works, databases, software, circuit layouts, designs, patents, trade secrets, know-how, inventions and discoveries, and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967; and
(b) any application or right to apply for the registration of any of the rights referred to in paragraph (a) above.
LEAP means LEAP Legal Software Pty Limited and its global subsidiaries and affiliates including LEAP Legal Software Limited and LEAP Legal Software Inc that provide legal practice management software and the LEAP Marketplace.
LEAP Marketplace means the platform operated by LEAP for additional applications to the practice management software offered by LEAP.
Loss means all liabilities, losses, damages, outgoings, costs and expenses including reasonable legal costs (on a solicitor-client basis) and any penalties or fines imposed by a regulatory authority.
Party means a Party to this Agreement and Parties means both of them.
Perfect Portal Materials means all materials, works, rights and Intellectual Property Rights held, owned or licenced by Perfect Portal (current or future) in the usual course of business including any Third Party Service, Perfect Portal Confidential Information, the Perfect Portal Lite solution, the Perfect Portal environment, Documentation, and any metadata generated by Perfect Portal in the operation of the Perfect Portal Environment or supply of the Perfect Portal Lite solution and any other material accessed by You in the use of Perfect Portal Lite and includes all modifications to those materials.
Permitted User means Your Representatives who:
(a) are required by You to access Perfect Portal Lite; or
(b) have been allocated User Credentials to access Perfect Portal Lite in accordance with this Agreement.
Personal Information means “personal information” or “personal data” as that term is defined in the relevant and applicable Jurisdiction, and which is disclosed by a Party to the other Party in connection with this Agreement.
Personnel means employees, agents, independent personal services contractors, or any other staff or personnel acting on behalf of or at the direction of the relevant Party.
Recipient means the Party in possession or control of Confidential Information and/or Personal Information (as applicable) disclosed to it by the other Party (or its Representatives) in connection with this Agreement.
Representative means a Party and any of its Personnel, officers, directors, contractors and subcontractors, associates, representatives and any other person who acts for or on behalf of that Party.
User Credentials means any usernames, passwords, tokens and other authentication credentials for use by a Permitted User for the purpose of accessing and using the Perfect Portal Lite solution.
The following definitions shall apply depending on the Jurisdiction in which You are based.
United Kingdom, where You are using Perfect Portal Lite provided by Perfect Portal (UK) Ltd
Australia, where You are using Perfect Portal Lite provided by Perfect Portal (Australia) Pty Ltd
US, where You are using Perfect Portal Lite provided by Perfect Portal (US)
For UK Jurisdiction the following clauses shall apply
Governing Law means these Terms and Conditions are governed by the English law. The parties submit to the exclusive jurisdiction of the Courts of England and Wales.
Total Amount means UK Sterling £10,000. Nothing in these Terms and Conditions shall limit or exclude Perfect Portal’s liability for:
(a) death or personal injury caused by its negligence; or
(b) fraud or fraudulent misrepresentation.
Privacy Laws means the Data Protection Act 2018 and UK General Data Protection Regulation and all applicable regulations relating to the processing of personal data and privacy.
For Australia Jurisdiction the following clauses shall apply
1. CONSUMER GUARANTESS
1.1 Nothing in these Terms and Conditions has the effect of excluding, restricting or modifying the application of:
(a) the Consumer Guarantees to the extent those Consumer Guarantees cannot be excluded; or
(b) the remedies available to a Consumer for a breach of the Consumer Guarantees under Part 5-4 of the Australian Consumer Law.
1.2 If Perfect Portal is liable to You in relation to a failure to comply with a Consumer Guarantee that cannot be excluded, Perfect Portal’s total liability to You for that failure is limited to, at the option of Perfect Portal:
(a) in the case of services, the resupply of the services or the payment of the cost of resupply; and
(b) in the case of goods, the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired.
2. DEFINITIONS AND INTERPRETATION
2.1 The following additional definitions apply, unless context otherwise requires:
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth), any equivalent State or Territory legislation, and any equivalent applicable provisions of the Australian Securities and Investments Commission Act 2001 (Cth).
Consumer has the meaning given to that term under section 3 of the Australian Consumer Law.
Consumer Guarantees means the guarantees provided under Division 1 of Part 3-2 of the Australian Consumer Law.
Governing Law means these Terms and Conditions are governed by the law of New South Wales. The Parties submit to the non-exclusive jurisdiction of the Courts of New South Wales.
Privacy Laws means all relevant or applicable privacy or data protection laws relating to the collection, use, processing, disclosure, storage or granting of access to the Personal Information applicable to the relevant Party and includes (only to the extent the relevant Parties are subject to it or required to comply with it under this Agreement) and includes the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth) and any State or Territory acts and regulations applicable in the relevant State or Territory, and all applicable binding privacy codes or policies.
Total Amount means AUS Dollars $10,000.
For US Jurisdiction the following clauses shall apply
Governing Law means these Terms and Conditions are governed by the laws of the State of New Jersey. The Parties submit to the non-exclusive jurisdiction of the state and federal courts located in Hudson County, New Jersey.
Privacy Laws means all relevant or applicable privacy or data protection laws relating to the collection, use, processing, disclosure, storage or granting of access to the Personal Information applicable to the relevant Party and includes (only to the extent the relevant Parties are subject to it or required to comply with it under this Agreement) the Federal Trade Commission Act (15 U.S. Code § 41 et seq.) and any state acts and regulations applicable in the relevant state, including but not limited to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, the Colorado Privacy Act of 2021, the Delaware Personal Data Privacy Act of 2023, the Indiana Consumer Data Protection Act of 2023, the Iowa Consumer Data Protection Act of 2023, the Montana Consumer Data Privacy Act of 2023, the Oregon Consumer Privacy Act of 2023, the Tennessee Information Protection Act of 2023, the Texas Data Privacy and Security Act of 2023, the Utah Consumer Privacy Act of 2022, and the Virginia Consumer Data Protection Act of 2021, and all applicable binding privacy codes or policies.
Total Amount means $10,000 USD.