LTC4 Annual License Agreement Terms and Conditions

LTC4 Annual License Agreement  

Terms and Conditions  

These Terms and Conditions (the “Agreement”) comprise the terms of the license under which  the Licensee may use the LTC4 Core Competencies and the LTC4 Trade Marks. LTC4 is the sole  legal and beneficial owner and licensor of the LTC4 Core Competencies and the LTC4 Trade  Marks (terms referred to in this paragraph are defined below).  

This Agreement also includes terms which govern the use of any Personal Data processed by  LTC4 pursuant to its provision of any Associated Services (as defined below).  

In this Agreement the following words have the following meanings:  

  1. DEFINITIONS  

1.1 “Approved Sub-Contractors” means the sub-contractors which LTC4 may use to  assist it to provide the Associated Services from time to time (other than the LTC4  Volunteers), details of which can be found at Approved Sub-Contractors.  

1.2 “Associated Services” means the services provided by LTC4 to the Licensee which  are associated with the License, such as certification (described at Associated Services).  

1.3 “Certification Tests” are tests of IT competence which must comply with the  standards set by LTC4 from time to time, the content and format of which will be defined by  the Licensee from time to time.  

1.4 “Data Protection Laws” means all applicable laws which govern the use of data  relating to, identified, or identifiable individuals, including the Data Protection Act 2018, the  Privacy and Electronic Communications Regulations 2003 and the GDPR, as amended or  replaced from time to time, and to the extent applicable to a party.  

1.5 “EEA” means the European Economic Area.  

1.6 “Fees” mean all fees payable by the Licensee to LTC4 as set out in clause 3 of this  Agreement.  

1.7 “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the  European Parliament and of the Council of 27 April 2016.  

1.8 “Intellectual Property Rights” means patents, utility models, rights to inventions,  copyright and related rights, trademarks and service marks, trade names and domain  names, rights in trade dress, goodwill and the right to sue for passing off or unfair  competition, rights in designs, rights in computer software, database rights, rights to  preserve the confidentiality of information (including know-how and trade secrets) and any  other intellectual property rights, including all applications for (and rights to apply for and be  granted), renewals or extensions of, and rights to claim priority from, such rights and all 

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similar or equivalent rights or forms of protection which subsist or will subsist, now or in the  future, in any part of the world.  

1.9 “License Term” means twelve (12) months from the date of acceptance by an  authorized representative of the Licensee and unless terminated earlier in accordance with  clause 8, shall continue for twelve (12) months.  

1.10 “LTC4” is the Legal Technology Core Competencies Certification Coalition.  

1.11 “LTC4 Core Competency” (plural “LTC4 Core Competencies”) means the definition of  each particular IT skill required by an individual to obtain certification by LTC4 as competent  and the workflow and scenario system of categorization and order of those skills, as from  time to time held on LTC4’s servers and the training and information materials made  available to the Licensee from time to time. For the avoidance of doubt, for the purposes of  this Agreement the LTC4 Core Competencies shall be (the 2018 versions): Working with  Legal Documents, Managing Documents and E-Mails, Collaborating with Others, Time and  Billing, Road Warrior – Collaborating Remotely, Data Reports and Exhibits, Security for  Lawyers, Client Relationship Management, and Presentations and Visual Communications;  (the 2020 versions) Working with Legal Documents, Managing Documents and E-mails,  Collaborating with Others, Time Recording, Working Remotely, Data and Reports, Security  Awareness, Client Relationship Management (CRM), and Visual Communications.  

1.12 “LTC4 Trade Marks” means the trade marks set out in Schedule 1, including the  listed registrations and applications and any registrations which may be granted pursuant to  those applications.  

1.13 “LTC4 Volunteers” means the volunteers who LTC4 engages from time to time to  assist it with the provision of the Associated Services, such as certification and new  services, and who are part of any LTC4 Committee defined by the LTC4 Board of Directors  and referred to as “Pod Members”.  

1.14 “Licensee” is the person or organization on behalf of whom an authorized  representative has accepted the terms of this Agreement.  

1.15 “Personal Data” means any personal data (as defined in the Data Protection Laws)  which is processed from time to time by LTC4 pursuant to the provision of the Associated  Services.  

1.16 “Validator” is the person, agency or other entity appointed by LTC4 from time to time  to validate that training and testing materials and methods and test results for individuals to  meet LTC4 standards.  

1.17 “Version” means each updated version of a LTC4 Core Competency released by  LTC4 from time to time.  

1.18 “Website” is: http://www.ltc4.org.  

1.19 The terms controller, processor, data subject, personal data, processing (and related  expressions) shall have the meanings given to them in the Data Protection Laws. 

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  1. GRANT OF LICENSE  

2.1 Scope of the License. In consideration of the Licensee’s payment of the Fees and the  Licensee’s obligations contained herein, and subject to compliance by the Licensee with the  terms of this Agreement, LTC4 hereby grants to the Licensee a non-exclusive, non transferable license (without the right of sublicense) (the “License”) to install, execute, copy  for archival purposes, and use for the Licensee’s purposes as set out under this Agreement  each Version of a LTC4 Core Competency for the License Term, unless the License is  terminated earlier pursuant to clause 8 of this Agreement. The Licensee may apply for  certification during the License Term. For the avoidance of doubt, the Licensee shall not  make the LTC4 Core Competencies available to any third party (in full or in part).  

2.2 Validation. The preparation and use of any material or method concerning the  training or testing of individual persons using the LTC4 Core Competencies may be  validated by the Validator. All materials provided by the Licensee to LTC4 or the Validator in  connection with such a validation shall be deemed to be Licensee’s confidential information.  

2.3 LTC4 Trademarks. LTC4 also grants to the Licensee the limited right to use the LTC4  Trade Marks in the following manner:  

2.3.1 to promote LTC4 and the LTC4 Core Competencies; and  

2.3.2 any material or method prepared by the Licensee and validated by the  Validator as meeting LTC4 standards may be described as “LTC4 validated”.  

  1. FEES  

3.1 Purchase Fees. In consideration for each License granted hereunder, the Licensee will  pay LTC4 fees in such amounts and on such payment terms as specified by LTC4 on the  Website from time to time (the “Purchase Fees”). The Purchase Fees are non-returnable  after payment.  

 The Licensee may purchase licenses to individual Versions of each LTC4 Core  Competency (which shall include one free application for content mapping approval and two  free applications for certification) in the amount and on such payment terms as specified by  LTC4 from time to time in writing and/or published on the Website.  

3.2 Validation Fees. In addition to the Purchase Fees, the Licensee shall pay LTC4 fees  for validation of its material and methods by the Validator (the ” Validation Fees”), in the  amounts and on such payment terms as specified by LTC4 from time to time in writing  and/or published on the Website from time to time.  

3.3 Withholding. All fees payable by the Licensee shall be paid without any deduction or  withholding on account of tax, unless such deduction or withholding is required by law. If  the Licensee is required by law to make any deduction or withholding in respect of any  payment, the amount of the payment due to the Licensee shall be increased to an amount  (which after making any deduction or withholding) leaves an amount equal to the payment  which would have been due if no deduction or withholding had been required. LTC4 shall  co-operate with the Licensee in completing any procedural formalities necessary for the  Licensee to obtain authorization to make that payment without deduction or withholding. 

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3.4 Authorized Users. The Licensee acknowledges that the Fees are calculated on the  total number, in the year of purchase of the relevant Version, of employees of a law firm,  law school students, or users with access to the content in the case of a non-profit  organization (as applicable).The Licensee undertakes that it shall provide accurate  numbers of such of employees, law school students, or users (as applicable) to LTC4 at all  times, promptly inform LTC4 of any changes to such numbers and indemnify LTC4 for any  costs, expenses, damages and other liability (including but not limited to unpaid Fees)  arising from the Licensee’s failure to comply with its obligations under this clause 3.4.  

  1. LTC4’s INTELLECTUAL PROPERTY  

4.1 Acknowledgment of Rights. The Licensee acknowledges that all Intellectual Property  Rights in all Versions of the LTC4 Core Competencies (including, without limitation, the  workflow and scenario systems and the categorisation and order of IT skills within the LTC4  Core Competencies) and in the LTC4 Trade Marks are and shall remain the sole and  exclusive property of LTC4, and the Licensee shall have no rights in or to the LTC4 Core  Competencies (including, without limitation, the workflow and scenario systems and the  categorisation and order of IT skills within the LTC4 Core Competencies) or LTC4 Trade  Marks other than the right to use them in accordance with the terms of this Agreement. All  goodwill and reputation generated by Licensee’s use of the LTC4 Trade Marks shall inure  to the benefit of LTC4. Licensee shall not by any act or omission use the LTC4 Trade Marks  in any manner that disparages or reflects adversely on LTC4 or its business or reputation.  

  1. LICENSEE’S OBLIGATIONS  

5.1 Non-disclosure, Protection The Licensee shall, during the term of this Agreement and  thereafter, keep confidential all, and shall not use for its own purposes (other than as set  out in this Agreement), nor without the prior written consent of LTC4 disclose to any third  party (except its employees and any other agreed users) any, information of a confidential  nature (including trade secrets and information of commercial or educational value) which  may become known to the Licensee from LTC4 and which relates to the LTC4 Core  Competencies, unless that information is public knowledge or already known to the  Licensee at the time of disclosure, or subsequently becomes public knowledge other than  by breach of this Agreement, or subsequently becomes lawfully into the possession of the  Licensee from a third party. The Licensee shall use its best endeavors to prevent the  unauthorized disclosure of any such information.  

5.2 Non-variation. Except as expressly stated in clause 2.1, the Licensee has no right  (and shall not permit any third party) to copy, adapt, modify or make error corrections to the  LTC4 Core Competencies and/or the Website in whole or in part.  

5.3 Authorized Use. The Licensee shall keep a complete and accurate record of the  Licensee’s installation and disclosure of the LTC4 Core Competencies and its users, and  produce such record to LTC4 promptly on request.  

5.4 LTC4 Trade Marks; Usage. The Licensee shall not directly or indirectly assist any  other person to (a) use the LTC4 Trade Marks except as permitted under this Agreement;  and (b) do or omit to do anything to diminish the rights of LTC4 in the LTC4 Trade Marks or  impair any registration of the LTC4 Trade Marks. The Licensee’s exercise of the trademark  rights granted in clause 2.3 shall be in accordance with the trademark usage guidelines or  other instructions on acceptable use to be provided, and as amended from time to time, by  LCT4. 

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5.5 Breach. The Licensee will immediately inform LTC4 in writing if it knows or suspects  that there has been a breach of its obligations under this Agreement and take all  reasonable steps required by LTC4 to limit the consequences of such breach.  

  1. DATA PROTECTION  

6.1 The parties acknowledge that, in order for LTC4 to provide the Associated Services,  the Licensee will provide it with Personal Data (for example relating to its employees). The  Licensee shall be the controller of this Personal Data and LTC4 shall process it on its behalf  in the capacity of a processor. The nature and purposes of the processing to be  undertaken, the types of Personal Data, the categories of data subjects involved and the  duration of the processing are set out in Schedule 2 to this Agreement.  

6.2 Both parties shall comply their obligations under Data Protection Laws when  processing the Personal Data.  

6.3 The Licensee shall:  

(a) ensure that any Personal Data provided to LTC4 by the Licensee (or on its  behalf) has been collected and will be provided to LTC4 in accordance with  Data Protection Laws;  

(b) ensure that LTC4’s use of any Personal Data in accordance with this  Agreement shall not breach the Data Protection Laws;  

(c) provide all privacy notices to, and obtain any necessary consents from, data  subjects, which are required to be provided and obtained under Data Protection  Laws to allow the parties to lawfully process the Personal Data as required and  permitted under this Agreement; and  

(d) deal with and respond to any requests from data subjects and/or any  communications from any data protection regulator relating to the Personal  Data in accordance with Data Protection Laws.  

6.4 When processing the Personal Data on behalf of the Licensee in the capacity of a  processor and where the GDPR (or any implementing laws) apply, LTC4 shall:  

(a) only process the Personal Data in accordance with the Licensee’s written  instructions, unless otherwise required by law, in which case, LTC4 shall (to the  extent permitted by law) inform the Licensee of that legal requirement before  carrying out the processing. The Licensee hereby instructs LTC4 to process the  Personal Data as necessary to provide the License and the Associated  

Services;  

(b) take appropriate technical and organizational measures to ensure a level of  security for the Personal Data which is appropriate to the risks to individuals  that may result from the accidental or unlawful destruction, loss, alteration,  unauthorized disclosure of, or access to the Personal Data;  

(c) only appoint sub-processors who will have access to the Personal Data, where  the sub-processor has entered into a written contract with LTC4 which imposes  obligations on the sub-processor which are required to be imposed by Article 28 

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of the GDPR (or any equivalent obligation under implementing laws) and with  the general or specific authorization of the Licensee. The Licensee hereby  provides a general authorization to the processing of its Personal Data by (i)  LTC4 Volunteers; and (ii) LTC4’s Approved Sub-Contractors. In the event that  LTC4 intends to allow access to the Licensee’s Personal Data by any sub processors other than LTC4 Volunteers or the Approved Sub-Contractors,  LTC4 shall inform the Licensee in writing and the Licensee may object to such  changes in writing within 10 days of receiving notice of such changes, but if it  does not object within that time period, it will be deemed to consent to the  change notified. If the Licensee objects to any changes to LTC4’s use of sub processors then LTC4 may, at its absolute discretion, terminate this Agreement  by giving 30 days’ prior written notice to the Licensee;  

(d) on the Licensee’s written request and at the Licensee’s reasonable cost,  provide any reasonable assistance which is necessary to enable the Licensee  to fulfil its obligations to respond to any requests from data subjects and/or any  supervisory authority relating to the Personal Data in accordance with Data  Protection Laws;  

(e) notify the Licensee if it receives any request from a data subject which relates  directly to the processing of the Personal Data and provide a copy to the  Licensee. LTC4 shall provide the Licensee (at the Licensee’s reasonable cost  and on its written request) with any reasonable cooperation and assistance in  relation to any such request which is necessary for the Licensee to deal with it  in accordance with Data Protection Laws and the Licensee shall deal with the  request in accordance with Data Protection Laws;  

(f) on the Licensee’s written request and at the Licensee’s reasonable cost,  provide any reasonable assistance necessary to enable the Licensee to comply  with its obligations in relation to the Personal Data under Articles 32 — 36  (Security, Breach Notifications, Data Protection Impact Assessments, Prior  Consultation) of the GDPR or any equivalent provisions under Data Protection  Laws;  

(g) without limiting the generality of clause 6.4(f), inform the Licensee without  undue delay if at any time it becomes aware that there is a breach or suspected  breach of security in relation to any Personal Data which is reportable under  Data Protection Laws;  

(h) within 30 days of the expiration or termination of each License and the  completion of the Associated Services, erase all applicable Personal Data  (including any copies of it) in its possession or control unless;  

(i) within 30 days of expiry or termination of the License/completion of the  Associated Services, the Licensee requests in writing for the Personal Data to  be returned to the Licensee instead of erased, in which case LTC4 will securely  return it; or (ii) LTC4 is required to retain any Personal Data in order to comply  with applicable laws, in which case it shall be permitted to retain it;  

(j) on the Licensee’s written request and at the Licensee’s reasonable cost, make  available to the Licensee any information, documentation and assistance which 

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is reasonably necessary to enable the Licensee to verify that LTC4 is in  compliance with this clause 6;  

(k) on reasonable notice and at the Licensee’s cost, permit the Licensee (either  itself or through third party auditors appointed by the Licensee, subject to such  auditors being bound by appropriate confidentiality obligations) access to (i)  LTC4’s premises and systems used to process the Personal Data and (ii)  documents held by LTC4 containing Personal Data, for the purpose of auditing  LTC4’s compliance with this clause 6. The Licensee’s right to audit is limited to  one audit per year of the License unless LTC4 suffers a security breach relating  to the Personal Data; and  

(l) ensure that all of its employees and LTC4 Volunteers are bound by  confidentiality obligations when accessing the Personal Data.  

6.5 Subject to clause 6.6, each party (the “Indemnifying Party”) shall fully indemnify and  keep indemnified and defend (at the their own expense) the other party (the “Indemnified  Party”) against all costs, claims, damages and expenses incurred by the Indemnified Party  or for which the Indemnified Party may become liable due to any failure by the Indemnifying  Party or its employees or sub-contractors to comply with any obligations under this clause  6.  

6.6 The indemnity given in clause 6.5 is given on the condition that the Indemnified  Party:  

(a) notifies the Indemnifying Party as soon as reasonably practicable after having  become aware of the Indemnified Party’s claim to which the indemnity relates;  

(b) takes reasonable steps to mitigate the losses, damages, costs, charges and  expenses to which the indemnity relates; and  

(c) does not admit liability or make any settlement in relation to the claim to which  the indemnity relates without the Indemnifying Party’s prior written consent,  such consent not to be unreasonably withheld, delayed or conditioned.  

6.7 If at any time, in LTC4’s reasonable opinion, it needs to amend this Agreement in  order to comply with its obligations under Data Protection Laws, the Licensee agrees to  enter into a written variation of this Agreement to make the amendments which in LTC4’s  reasonable opinion are required.  

  1. LIMITED WARRANTIES AND LIMITATION OF LIABILITY  

7.1 Limited Warranty Against Infringement. LTC4 warrants that the LTC4 Core  Competencies do not infringe the rights of any third party.  

7.2 Disclaimer Of Other Warranties. Except as otherwise expressly stated in this  Agreement or required by law, LTC4 gives no warranties, express or implied, by operation  of law or otherwise, regarding or relating to the LTC4 Core Competencies or to any other  materials, goods or services furnished to the Licensee hereunder or in connection herewith.  LTC4 specifically disclaims all implied warranties, including without limitation those of  merchantability and fitness for a particular purpose. No representation or other affirmation  of fact, including but not limited to statements regarding suitability for use of any LTC4 Core 

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Competency, whether made by LTC4′ employees or otherwise, which is not contained in  this Agreement, will be deemed to be a warranty by LTC4 for any purpose or give rise to  any liability of LTC4 whatsoever.  

7.2.1 Limitation of Liability.  

(a) Except as expressly stated in clause 7.3(b):  

7.3.a.1 LTC4 shall not in any circumstances be liable for any losses or damages  which may be suffered by the Licensee (or any third party or person claiming  on behalf of or in respect of the Licensee), whether suffered directly or  indirectly, immediate or consequential, and whether the same arise in  contract, tort (including negligence) or otherwise howsoever, which fall within  any of the following categories:  

7.3.a.1.1 special damage even if LTC4 was aware of the circumstances in which such  special damage could arise;  

7.3.a.1.2 loss of profits;  

7.3.a.1.3 loss of anticipated savings; 7.3.a.1.4 loss of business opportunity;  7.3.a.1.5 loss of goodwill;  

7.3.a.1.6 loss or corruption of data, provided that this clause 7.3.a.1 shall not prevent  claims for direct financial loss that are not excluded by any of categories  7.3.a.1.1 — 7.3.a.1.6 inclusive; and  

7.3.a.2 the total liability of LTC4, whether in contract, tort (including negligence) or  otherwise and whether in connection with this Agreement or any collateral  contract, shall in no circumstances exceed the lesser of: (i) a sum equal to  the aggregate Fees paid by the Licensee to LTC4 up to the date of LTC4’s  alleged breach of the Agreement; or (ii) a sum equal to the aggregate Fees  paid by the Licensee to LTC4 up to the date of termination of the Agreement.  

(b) The exclusions in clause 7.3(a) shall apply to the fullest extent permissible by  law, but LTC4 does not seek to exclude liability for;  

7.3.b.1 death or personal injury caused by the negligence of LTC4, its officers,  employees, contractors or agents;  

7.3.b.2 fraud or fraudulent misrepresentation; or  

7.3.b.3 any other liability which may not be excluded by law.  

  1. TERM AND TERMINATION  

8.1 Term. This Agreement will become effective upon acceptance of it in writing by an  authorized representative of the Licensee and unless terminated earlier in accordance with  this clause 8, shall continue until the expiry or termination of all License Terms. 

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8.2 Termination by LTC4. LTC4 may terminate this Agreement with immediate effect by  giving written notice to the Licensee if:  

(a) the Licensee fails to pay the Fees due under this Agreement on the due date for  payment and remains in default not less than 30 days’ after being notified in writing  by LTC4 to make such payment;  

(b) the Licensee commits a material breach of any other term of this Agreement which  breach is irremediable or (if such breach is remediable) fails to remedy that breach  within a period of 30 days after being notified in writing to do so; or  

(c) the Licensee becomes insolvent, enters into administration or ceases or threatens to  cease to carry on its business.  

8.3 Actions Upon Termination. On termination of this Agreement for any reason:  

(a) all rights granted to the Licensee under this Agreement shall immediately  cease;  

(b) the Licensee shall immediately cease all activities authorized by this  Agreement;  

(c) the Licensee will make no further use of the LTC4 Trade Marks;  

(d) the Licensee shall immediately destroy or return to LTC4 (at LTC4’s option) all  copies made of the LTC4 Core Competencies (or any part of them) then in its  possession, custody or control; and  

(e) the Licensee shall certify to LTC4 in writing via a senior officer of the Licensee  within 30 days of the date of termination of the Agreement that it has complied  with clause 8.3(d).  

Termination or expiry of this Agreement shall not affect any rights, remedies,  obligations or liabilities of the parties that have accrued up to the date of termination  or expiry, including the right to claim damages in respect of any breach of the  Agreement which existed at or before the date of termination or expiry.  

8.4 Survival of Obligations. Clauses 1, 4, 5, 6.5, 6.6, 7, 8 and 10.1-10.3 (inclusive) and  10.5-10.8 (inclusive) will survive termination of this Agreement and each License Term.  

  1. VAT  

9.1 All supplies made under this Agreement from LTC4 to the Licensee are exclusive of  VAT (to the extent to which the relevant supply is subject to VAT) and the Licensee shall  pay a sum equal to such VAT upon being presented with a valid VAT invoice.  

  1. GENERAL  

10.1 Assignment. This Agreement (or any part of it) may not at any time be assigned,  licensed, sublicensed, sold, mortgaged, pledged or otherwise disposed of by the Licensee  without the written consent of LTC4. Any assignment in violation of this clause 10.1 shall be  void. The Licensee may however assign its rights under the Agreement to other members 

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of its corporate group provided that the Licensee at all times promptly notifies LTC4 of  changes to the number of authorized users which would affect the Fees payable to LTC4.  

10.2 Relationship of the Parties. LTC4 and the Licensee are independent contractors, and nothing  in this Agreement will be construed as making them partners or as creating the  relationships of employer and employee, master and servant, or principal and agent  between them, for any purpose whatsoever. Neither party is authorized to, nor will it make  any contracts, warranties or representations or assume or create any other obligations,  express or implied, in the other party’s name or on its behalf.  

10.3 Notice. All notices given under this Agreement will be effective on receipt and will be in  writing (including email) and (where applicable) sent to the address of the other party as  notified herein or to any replacement address of which the other party has been given  notice in accordance with this Section or which appears on the Website.  

10.4 Force Majeure. In no event will either party be liable for any delay or failure to perform under  this Agreement which is due to causes beyond the control of such party including acts of  war, civil disturbance, terrorism, acts of God, flood, fire, earthquake, government orders or  law, embargoes, national emergency.  

10.5 Entire Agreement; Modifications. This document contains the entire agreement between the  parties relating to the matters covered by it, superseding all other oral or written  representations, understandings, proposals or other communications between the parties.  LTC4 reserves the right to amend the terms of this Agreement at any time and with  immediate effect by providing notice to Licensee in accordance with this clause 10.5;  provided, however, that any changes by LTC4 to clause 2 or clause 3 of this Agreement  shall not take effect until the date falling 30 days from the date of notice. Such notice shall  appear as a pop-up upon purchase of any Version after changes to this Agreement have  been made. The pop up will include a link to the full copy of the Agreement which will  clearly indicate the provisions that have changed, been added or deleted.  

10.6 Severability. In the event that any provision of this Agreement is for any reason void or  unenforceable in any respect, such provision will be without effect to the extent of the  voidness or unenforceability without affecting such provision in any other respect and  without affecting any other provision.  

10.7 Limitation of Actions. No action, regardless of form, arising out of this Agreement may be  brought by either party more than four years after the cause of action has been or  reasonably should have been discovered.  

10.8 Governing Law; Dispute Resolution.  

Where the Licensee is based in the USA, this Agreement will be governed by and  construed in accordance with the laws of the State of California, USA applicable to  agreements entered into and performed entirely therein by residents thereof, without regard  to any provisions relating to conflicts of laws among different jurisdictions. Any litigation or  other contested proceeding arising out of related to this Agreement may be commenced in  any state or federal court having jurisdiction in San Francisco, California, regarding which  Licensee and LCT4 expressly waive any objections to personal jurisdiction or venue. 

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Where the Licensee is based outside of the USA, this Agreement will be governed by and  construed in accordance with the laws of England and Wales, without regard to any  provisions relating to conflicts of laws among different jurisdictions. Any litigation or other  contested proceeding arising out of related to this Agreement may be commenced in any  court having jurisdiction in England and Wales, regarding which Licensee and LCT4  expressly waive any objections to personal jurisdiction or venue.  

For:  

“The Licensee”:  

Of (address):  

Name:  

Position:  

Signature:  

Date:  

For Legal Technology Core Competency Certification Coalition (“LTC4™)  Bonnie L Beuth 

Bonnie L. Beuth  

Chairperson, Board of Directors 

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SCHEDULE 1  

LTC4 TRADE MARKS  

Country/  territory 

Mark 

Registration/  

Application  

number 

Date of  

registration  

(or application)

Renewal  Date 

Classes and  

Specification of  goods or services 

UK 

LTC4 

UK00002658275 

19 July 2013 

28 March  2023 

Class 41 —  

Development of  

standards and  

testing  

of individuals’  

professional skills in the field of legal  

software users 

US 

LTC4 

4417875 

15 October 2013 – 

Class 42 – Testing,  analysis, and  

evaluation of the  knowledge, skills  and abilities of  

others for  

the purpose of  

certification and re certification in the  field of legal 

Australia 

LTC4 

1617816 

16 April 2014 

16 April  

2024 

software usersClass 41 –  

Development of  

standards and  

testing  

of individuals in the  field of legal  

software users

Canada 

LTC4 

1667423-00 

(11 March 2014) 

– 

Class 00 –  

Development of  

competency  

standards and  

testing  

and certification of  individuals’  

professional skills as users in the field of  software used by law firms

 

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SCHEDULE 2  

THE PERSONAL DATA  

The nature and purpose of the processing  

LTC4 will process the Personal Data for the purposes of providing the License and the  Associated Services.  

Types of personal data  

If the Licensee’s employees are being assessed using the License and the Certification Tests  and LTC4 is providing the Associated Services in relation to those employees: the employees’  name, title or role (including whether they are a legal professional or legal support specialist),  email address, work address, core competency for which they want certification, certification  status, date of assessment, assessment score, assessment method (e.g. e-learning or  classroom) and any other personal data provided to LTC4 for the purpose of LTC4 providing the  Associated Services including certifying that employee.  

Categories of data subjects  

The Licensee’s employees.  

Duration of the processing  

LTC4 shall only process the Personal Data for as long as it needs to in order to provide the License  and Associated Services and for six years thereafter for the purposes of making or defending legal  claims. 

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