Software License Metrics

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The terms and software metrics listed below apply to Software You have licensed from Prosperoware, and contain additional terms, conditions and/or limitations that govern your use and/or provision of such Software, in addition to all of the terms of the applicable purchase or license agreement in which these terms are referenced.  Any references to “Customer” below shall mean the applicable customer, buyer, or licensee specified in the License Agreement, Order Form or other agreement that references this license metrics document.

1. User License Types

Software where the license metric is “User” means the named individuals authorized or assigned by Customer to use only the Software specified on the Order Form, and the maximum number of Users authorized by type of User is listed on the Order Form.  Customer may transfer the rights to a new User; so long as the prior User discontinues using the Software and said transfer does not expand the maximum number of Users paid for under the Agreement.  A User license shall be required for each User authorized by Customer possessing a Base License to access (directly or indirectly) the Software.

     1.1 Client Access License. A “Client Access License” permits one (1) User from Customer to directly access the applicable end user functionality of the Software.

     1.2 Concurrent User. Software where the license metric is “Concurrent User” may use only the associated Software specified on the Order Form, concurrently at any one time so long as the number of Concurrent Users for which Customer has paid the corresponding Fees is not exceeded.

     1.3 Administrative User. For Customers who have a license to Milan Software, a license is required for persons who need to access the Milan web application for access to Service Desk, Move Archive & Consolidate, Analytics, Confidentiality Management, Import, Export, Smart Workspace, EFS Monitoring Legal Hold Modules, Recycle Bin or administration Milan end user functionality. For Customers who have licensed Import and Export, an administrative license is required for persons importing or exporting documents and loose email on behalf of other users in using the Milan Desktop Import and Export application. For customers who have licensed Zone Bulk Mail Import, a license is required for persons who import email on behalf of other Users.

     1.4 Umbria Users. Umbria Users are of various types, described below:  

          1.4.1 Timekeeper. Umbria is licensed per “Timekeeper”.  “Timekeeper” means any individual who tracks, budgets, invoices, analyzes their time (directly or indirectly) using the Umbria Software.  The maximum number of Timekeepers authorized is listed on the Order Form.  Customer may transfer the rights to a new Timekeeper; so long as the prior Timekeeper discontinues using the Software and said transfer does not expand the maximum number of Timekeepers paid for under the Agreement.

          1.4.2 Umbria Administrative User. The Umbria Administrative User has a department level or firm-wide role creating or working with budgets, pricing, business development or project planning.   The Umbria Administrative User focuses on creating and modeling information in Umbria as well as performing other system administration tasks such as bulk updates, creating templates, etc..

          1.4.3 Umbria Power User. An Umbria Power User is typically a Partner or an embedded project manager in a practice group within the firm. A Power User has access to the same product capabilities as a Standard User  and may also create budgets through tasks and then manage the delivery of the matter through the use of tasks and checklists.

          1.4.4 Umbria Standard User. An Umbria Standard User is typically a Partner or Associate in the firm.  Standard users have all of the capabilities of the Light User plus the ability to monitor matters to see how they compare with the established budgets and view reports on established matters.  Standard Users may also create more sophisticated multi-phase budgets either with an amount or hours and receive specific reports comparing their performance against either a specific budget for a matter or an  annual target.

          1.4.5 Umbria Light User. An Umbria Light User is typically an assistant or possibly a low-level fee earner in the firm.  A Light User’s interaction with the Software is limited to filling out forms such as budgeting or experience, on behalf of other users.  In filling out these forms, Light Users may create simple budgets based on questions on these forms.  Light Users may be assigned tasks to perform in completing workflow activities.  They also have the ability search and access the basic experience data about a matter.

     1.5 Zone Mail. A license to Zone Mail grants a User the ability to use the Zone app for mobile devices.

     1.6 Zone Remote Access. A license to Zone Remote Access grants a User the ability use the Zone Web application.

2. Base License

A “Base License” means a license for a single Customer business entity listed on the Order Form to use the Software on an unlimited number of servers, and cores, and including use in disaster recovery, testing, and development environment(s) in a single physical data center.  The Base License does not include nor permit installation or use of the Software by Customer affiliates/ subsidiaries.  The Base License is licensed per Data Center, and requires one (1) license for each data center in which a copy of the Software is installed and used.   Each Customer affiliate or subsidiary must purchase a separate Base License, regardless of whether the Customer affiliate has a sufficient number of licensed Users.

3. Base License Add-on

An Add-on license is required for additional features / functionality not included in the Base License.  You must have a Base License in order to license an Add-On for that Base License associated with that platform.  Add-On pricing is based on the number of employees of Customer.

4. Data Center License

Software licensed per “Data Center” means that one (1) license is required for each physical data center in which the Software is installed or used for production purposes.  Customer may use the Software within a single physical data center on an unlimited number of servers, and cores, including for disaster recovery, testing, and development purposes.

5. Product Specific Rules

     5.1 Milan Products. All Milan products require that Customer has a Base License and Milan Administrative User license.

          5.1.1 Milan Admin User License. This license is required for administrators who need to access the Milan web application for Service Desk, Move, and Legal Hold Module.

          5.1.2 Milan Service Desk Licenses. Milan Service Desk licenses require that Customer have the following minimum configuration: Base License, Service Desk Add-on, and a Milan Administrative User.

          5.1.3 Milan Archive/Move. Customer must have the following minimum configuration:  Milan Base License, Move/Archive Base Add-on and Milan Administrative User

     5.2 Email Queue Management Tool. One license is required per firm.

6. Software Evaluations

The following additional terms apply to Prosperoware Software provided by Prosperware in connection with an evaluation, if and as set forth on an Order Form:

If Prosperoware Software is being provided in connection with an evaluation (“Evaluation Software”), then, notwithstanding anything to the contrary, the following additional terms and conditions apply: (i) the Software is provided “AS IS” WITHOUT ANY WARRANTY, SUPPORT OR INDEMNITIES OF ANY KIND AND THE WARRANTY DISCLAIMERS IN SECTION 9.3 SHALL SPECIFICALLY APPLY TO THE EVALUATION SOFTWARE, (ii) Customer may use the Evaluation Software only for its internal evaluation purposes for a period of up to thirty (30) days from the date of shipment or download of the Evaluation Software (unless extended by Prosperoware in writing or via email) (the “Evaluation Period”); (iii) either party may terminate the evaluation and this Agreement at any time upon written notice to the other party; and (iv) at the conclusion of the Evaluation Period or, if earlier, upon termination of the evaluation by Prosperoware or Customer, unless the Software has been purchased by Customer, Customer shall immediately discontinue any use of the Evaluation Software and de-install the Evaluation Software in accordance with any de-installation instructions provided by Prosperoware.  Prosperoware shall have the right to inspect and audit Customer and/or require Customer to provide written assurances satisfactory to Prosperoware to confirm compliance with the foregoing.  If Customer elects to purchase a term or perpetual license for the Evaluation Software, Prosperoware reserves the rights to charge for any shipping costs, taxes or duties incurred in connection with shipment of the Software to Customer.  In the event Customer fails to return or de-install the Evaluation Software within thirty (30) days after the end of the Evaluation Period, Prosperoware reserves the right to invoice Customer for the then current list price of the Software and Customer shall pay such invoice within ten (10) days of receipt of the invoice. Upon payment of the invoice, the Software will no longer be deemed Evaluation Software and its use is subject to the terms of Customer’s existing software license agreement with Prosperoware, or if there is no such agreement, then Prosperoware’s then current software license agreement located at License Terms.


Prosperoware LLC

11 Bala Avenue

Bala Cynwyd, PA 19004

+1 484 895 1900