Terms of Service

Terms of Service

The following “User License Agreement” governs your use of the software and services provided by Chameleon DS d/b/a US Legal PRO. This is a legal agreement between you and US Legal PRO and incorporates the Privacy Policy at https://clio.ezcollab.com/privacy. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this User License Agreement.

1. Definitions

(a) “Administrator” shall mean a Subscriber (as defined in Section 1(i)) with authority to designate additional Authorized Users and/or Administrators and commit the Subscriber to additional services from US Legal PRO.

(b) “Agreement” shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at https://clio.ezcollab.com/privacy.

(c) “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.

(d) “Confidential Information” shall mean the Content (as defined in Section 1(e)) and 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, personally identifiable information, pricing information, procedures, menu concepts, 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.

(e) “Content” shall mean any information you upload or post to the Service and any information provided by you to US Legal PRO in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(g).

(f) “Originating Subscriber” shall mean the Subscriber who initiated the Services offered by US Legal PRO and is assumed by US Legal PRO to have the sole authority to administer the subscription.

(g) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.

(h) “Service” shall mean any software or services provided by US Legal PRO.

(i) “Subscriber” shall refer to the purchaser of the Services provided by US Legal PRO and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

(j) “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) US Legal PRO’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service.

2. Limited License & Use of the Service

2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.

2.2 US Legal PRO does not review or pre-screen the Content and US Legal PRO claims no intellectual property rights with respect to the Content.

2.3 Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from US Legal PRO.

2.4 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website to falsely imply that it is associated with the Service, US Legal PRO, or any other software or service provided by US Legal PRO.

2.5 Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.

2.6 Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

2.7 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with US Legal PRO.

2.8 Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). It is the responsibility of the Authorized User to determine if the Service being shared is appropriate for each Registered User. US Legal PRO reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.

2.9 US Legal PRO reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that US Legal PRO shall provide Subscriber with 15 days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

2.10 US Legal PRO reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades. US Legal PRO shall endeavor to confine planned or unplanned operational suspensions with a best effort to minimize disruption to the Subscriber but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs.

2.11 The Subscriber may elect to, at a regular interval, replicate all Content associated with the subscription to a third-party storage service (“Escrow Agent”). The replicated Content (“Escrowed Data”) will be held under the terms of a separate agreement exclusively between the Subscriber and the Escrow Agent (“Escrow Agreement”). The Subscriber may also elect to replicate all Content associated with the subscription on its own storage device.

2.12 Subscriber grants to US Legal PRO a non-exclusive, royalty-free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing US Legal PRO’ obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for US Legal PRO to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.

2.13 US Legal PRO uses one codebase for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber’s requirements.

3. Access to the Service

3.1 Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.

3.2 Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username 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.

3.3 The initial Administrator shall be the Originating Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.

3.4 Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.

3.5 As between US Legal PRO and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 10 below, US Legal PRO shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.

3.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

3.7 Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) subject to the following conditions:

(a) any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms of Service;

(b) US Legal PRO shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if US Legal PRO has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;

(c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. US Legal PRO, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and

(d) US Legal PRO reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.

4. Confidentiality

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

4.2 US Legal PRO and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 7 of this Agreement, or (c) as otherwise authorized by you in writing.

5. Security and Access

5.1 US Legal PRO is responsible for providing a secure method of authentication and accessing its Service. US Legal PRO will provide mechanisms that:

(a) allow for user password management
(b) transmit passwords in a secure format
(c) protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.

5.2 Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.

5.3 Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords and will promptly notify US Legal PRO upon suspicion that a username and password has been lost, stolen, compromised, or misused.

5.4 At all times, US Legal PRO, and any third-party vendors and hosting partners it utilizes to provide the Service, will:

(a) use information security best practices for transmitting and storing your Content, adhering to industry standards;

(b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;

(c) ensure its host facilities maintain industry standards for security and privacy; and

(d) within thirty (30) days of a request by Subscriber, provide Subscriber with a SSAE 16 (SOC2) audit report or industry standard successor report or a comparable description of its security measures in respect of the infrastructure used to host the Service and the Content. In order to obtain such a report, Subscriber must enter into an agreement with the third-party provider of the report.

5.5 US Legal PRO shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that US Legal PRO reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). US Legal PRO shall make such report within 120 hours after learning of the Security Breach.

5.6 In the event of a Security Breach, US Legal PRO shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach.

 

6. EU Data Protection

The parties agree to comply with the provisions of the Data Processing Addendum set out in Exhibit B. 

7. Legal Compliance

7.1 US Legal PRO maintains that its primary duty is to protect the Content to the extent the law allows. US Legal PRO reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

If US Legal PRO is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then US Legal PRO will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, US Legal PRO may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

8. Managed Backup and Archiving

8.1 US Legal PRO’s managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. US Legal PRO shall ensure recovery of lost or corrupted Content at no cost to you. Following any cancellation or termination of Service for any reason, Subscriber shall have five days to retrieve any and all Content.

9. Payment, Refunds, and Subscription Changes

9.1 Subscribers with paid subscriptions will provide US Legal PRO with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes which Subscribers agree to pay based on where the Subscriber is primarily domiciled. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

9.2 Subscribers with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions cancelled prior to the expiration of any trial period, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made by Annual Subscribers, setup fees, and other professional services charges.

9.3 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 a Subscriber.

9.4 There are no charges for cancelling a subscription and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.

9.5 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades, and including the addition or removal of discounts included for the purchase of suite services. Adding Authorized User subscriptions or subscription upgrades will trigger prorated charges in the current billing cycle. Subscriber authorizes US Legal PRO to apply updated charge amounts. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

9.6 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.

9.8 Subscriber is responsible for paying all taxes associated with the subscription to the Service. If US Legal PRO has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be charged to and paid by Subscriber, unless Subscriber provides US Legal PRO with a valid tax exemption certificate authorized by the appropriate taxing authority.

9.9 Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, US Legal PRO receives an amount equal to the sum it would have received had no such deduction or withholding been made.

10. Cancellation and Termination

10.1 Administrators are solely responsible for canceling subscriptions by emailing US Legal PRO. Cancellations shall not be accepted by any other means.

10.2 US Legal PRO in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.

10.3 If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) US Legal PRO provides Subscriber with commercially reasonable notice of this violation; (iii) US Legal PRO uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to US Legal PRO’s reasonable satisfaction within thirty (30) days of such notice, then US Legal PRO reserves the right to suspend access to the Service.

10.4 As required by Section 8 above (“Managed Backup and Archiving”), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of five days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocable from the Service. All Escrowed Data, if any, will continue to remain available for a period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement.

11. Limitation of Liability

11.1 Except in the case of a violation by US Legal PRO of its obligations under Section 4 above (“Confidentiality”), Section 5 above (“Security and Access”), and Section 8 above (“Managed Backup and Archiving”), and except as provided in Section 13.2 below (“Indemnification”), US Legal PRO shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by US Legal PRO.

11.2 SUBSCRIBER AGREES THAT THE LIABILITY OF US LEGAL PRO ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT US LEGAL PRO 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 US LEGAL PRO HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 13.2. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US LEGAL PRO TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

11.3 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.

12. Disclaimer of Warranties

12.1 US LEGAL PRO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY US LEGAL PRO. NOTHING IN THIS SECTION 12.1 SHALL MODIFY US LEGAL PRO’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 13.2(A) OF THIS AGREEMENT (“INDEMNIFICATION”).

12.2 US Legal PRO makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does US Legal PRO make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 12.2 shall modify US Legal PRO’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or US Legal PRO’s obligation to indemnify you as required by Section 13.2(b) of this Agreement (“Indemnification”).

12.3 US Legal PRO hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.

13. Indemnification

13.1 Subscriber hereby agrees to indemnify and hold harmless US Legal PRO from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:

a. Authorized Users’ breach of any obligation stated in this Agreement, and

b. Authorized Users’ negligent acts or omissions.

US Legal PRO will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to US Legal PRO. US Legal PRO reserves the right to participate in the defense of the claim, suit, or proceeding, at US Legal PRO’ expense, with counsel of US Legal PRO’ choosing.

13.2 US Legal PRO shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party

a. alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that Subscriber:

(a) promptly gives written notice of the Claim to US Legal PRO (provided, however, that the failure to so notify shall not relieve US Legal PRO of its indemnification obligations unless US Legal PRO can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (b) gives US Legal PRO sole control of the defense and settlement of the Claim (provided that US Legal PRO may not settle any Claim unless it unconditionally releases Subscriber of all liability); and (c) provides to US Legal PRO, at US Legal PRO’s cost, all reasonable assistance. US Legal PRO shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by US Legal PRO to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use; or

b. arising out of or related to a violation by US Legal PRO of its obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”),

14. Miscellaneous

14.1 Technical support and training are available to Authorized Users with active subscriptions and is available by telephone or email.

14.2 Subscriber acknowledges and agrees that US Legal PRO may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

14.3 US Legal PRO may provide the ability to integrate the Service with third party products and services that Subscriber may use at Subscriber’s option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Subscriber agrees that US Legal PRO has no liability arising from Subscriber’s use of any integrations or arising from the third-party products and services. US Legal PRO can modify or cancel the integrations at any time without notice. For purposes of calculating downtime pursuant to Exhibit A, calculation does not include the unavailability of any integration or any third-party products or services.

14.4 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold US Legal PRO liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only US Legal PRO, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. US Legal PRO will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. US Legal PRO’ actions will comply with its obligations under Sections 4 and 5 of this Agreement.

14.5 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

14.6 This Agreement constitutes the entire agreement between Authorized Users and US Legal PRO and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and US Legal PRO (including, but not limited to, any prior versions of this agreement).

14.7 US Legal PRO reserves the right to amend this Agreement. In the event of material changes to the Agreement, US Legal PRO will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.

14.8 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

14.9 Governing Law and Venue. This Agreement and your relationship with US Legal PRO shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the state of Texas, USA and shall be considered to have been made and accepted in Texas, USA, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Dallas, Texas, and Subscribers consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees.

Exhibit A

US Legal PRO Service Level Commitments and Support Services

Commencing on the date the Service to the Subscriber commences (the “Subscription Term”), US Legal PRO will provide Service Level Commitments (“SLC”) (defined in Section 3 below) and Support Services in accordance with the SLC and Support Services Terms as defined herein. In the event of any conflict between the Agreement and the Service Level Commitment and Support Services Terms, the SLC and Support Services Terms will prevail. The SLC and Support Services incorporate the definitions set forth in Section 1 of the US Legal PRO User License Agreement.

1. Exhibit Definitions

“Subscriber Core Group” means Subscriber’s employees who have been trained on the Service and who are familiar with Subscriber’s business practices.

“Subscriber User Community” means all users who input, extract or view data in the Service, including all Registered Clients.

Downtime” means any period, greater than 12 hours, within the Scheduled Available Time during which the Subscriber is unable to access or use the Service because of an Error (as defined below), excluding (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below), or (ii) document preview, search, FTP or sync functions of the Service.

Error(s)” means the material failure of the Service to conform to its published functional specifications.

Procedural Issues” means those issues that are to be addressed by Subscriber through adjustment of a specific business process to accomplish work in the Service.

Recurring Downtime” means 96 hours per month on the Saturday and Sunday of the month but could be less.

Request” means a modification to the Service outside of the scope of the functional specifications.

Scheduled Available Time” means 24 hours a day, 7 days a week.

“Scheduled Downtime” means the time period identified by US Legal PRO in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time.

Uptime Percentage” means the total number of minutes of Scheduled Available Time for a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month. Uptime Percentage will be calculated by US Legal PRO solely using records and tools available to US Legal PRO.

User Administration Support” means issues that impact the usability of the Service and are addressable through the adjustment of Registered Client’s access privileges, processes or procedures.

2. Scope of Service Level Commitments

US Legal PRO’s obligations do not extend to Errors or other issues caused by:

1. any modification of the Service made by any person other than US Legal PRO;

2. any third-party hardware or software used by Subscriber or any Registered Clients except as otherwise provided in the then current Documentation;

3. the improper operation of the Service by Subscriber or Registered Clients;

4. the accidental or deliberate damage to, or intrusion or interference with the Service;

5. the use of the Service other than in accordance with any user Documentation or the reasonable instructions of US Legal PRO;

6. ongoing test or training instances of the Service provided to Subscriber; or

7. services, circumstances or events beyond the reasonable control of US Legal PRO, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Subscriber, or any network beyond the demarcation or control of US Legal PRO.

3. Scheduled Downtime

US Legal PRO will use commercially reasonable efforts to provide at least 24 hours’ prior notice before undertaking any Scheduled Downtime.

US Legal PRO reserves the right to temporarily suspend Subscriber’s or a Registered Client’s access to the US Legal PRO Service as set out in the User License Agreement. Any such suspensions based on repairs, technical problems, outages or maintenance services will be subject to the Service Level Commitments.

5. Support Services

US Legal PRO will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any Documentation; (b) visits to Subscriber’s site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services (“Professional Services”) associated with the Service, including, without limitation, any custom development, or data modeling.

Exhibit B

US Legal PRO Data Protection Addendum

To the extent that US Legal PRO Processes any Subscriber Personal Data (each as defined below) and (i) the Subscriber Personal Data relates to individuals located in the EEA; or (ii) Subscriber is established in the EEA, the provisions of this Data Processing Addendum (“DPA”) shall apply to the processing of such Subscriber Personal Data. In the event of any conflict between the remainder of the Agreement and the DPA, the DPA will prevail.

1. Definitions

1.1. The following capitalized terms used in this DPA shall be defined as follows:

(a) “Controller” has the meaning given in the GDPR.

(b) “Data Protection Laws” means the EU General Data Protection Regulation 2016/679 (“GDPR“), any applicable national implementing legislation in each case as amended, replaced or superseded from time to time, and all applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the Processing of Subscriber Personal Data.

(c) “Data Subject” has the meaning given in the GDPR.

(d) “European Economic Area” or “EEA” means the Member States of the European Union together with Iceland, Norway, and Liechtenstein.

(e) “Processing” has the meaning given in the GDPR, and “Process” will be interpreted accordingly.

(f) “Processor” has the meaning given in the GDPR.

(g) “Security Incident” means any confirmed accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Subscriber Personal Data.

(h) “Standard Contractual Clauses” means the Standard Contractual Clauses (processors) approved by European Commission Decision C(2010)593 or any subsequent version thereof released by the European Commission (which will automatically apply).

(i) “Subprocessor” means any Processor engaged by US Legal PRO who agrees to receive from US Legal PRO Subscriber Personal Data.

(j) “Subscriber Personal Data” means the “personal data” (as defined in the GDPR) described in the Annex and any other personal data contained in the Content or that US Legal PRO processes on Subscriber’s behalf in connection with the provision of the Service.

(k) “Supervisory Authority” has the meaning given in the GDPR.

2. Data Processing

2.1. The Parties acknowledge and agree that for the purpose of the Data Protection Laws, the Subscriber is the Controller and US Legal PRO is the Processor.

2.2 Instructions for Data Processing. US Legal PRO will only Process Subscriber Personal Data in accordance with Subscriber’s written instructions. The parties acknowledge and agree that the Agreement (subject to any changes to the Service agreed between the parties) and this DPA shall be Subscriber’s complete and final instructions to US Legal PRO in relation to the processing of Subscriber Personal Data.

2.3. Processing outside the scope of this DPA or the Agreement will require prior written agreement between Subscriber and US Legal PRO on additional instructions for Processing.

2.4. Required consents. Where required by applicable Data Protection Laws, Subscriber will ensure that it has obtained/will obtain all necessary consents and complies with all applicable requirements under Data Protection Laws for the Processing of Subscriber Personal Data by US Legal PRO in accordance with the Agreement.

3. Transfer of Personal Data

3.1. Authorized Subprocessors. Subscriber agrees that US Legal PRO may use the following as Subprocessors to Process Subscriber Personal Data:

Subprocessor

Description of Processing

Amazon Web Services, Inc.

Hosting


3.2. Subscriber agrees that US Legal PRO may use subcontractors to fulfil its contractual obligations under the Agreement. US Legal PRO shall notify Subscriber from time to time of the identity of any Subprocessors engaged. If Subscriber (acting reasonably) objects to a new Subprocessor on grounds related to the protection of Subscriber Personal Data only, then without prejudice to any right to terminate the Agreement, Subscriber may request that US Legal PRO move the Subscriber Personal Data to another Subprocessor and US Legal PRO shall, within a reasonable time following receipt of such request, use reasonable endeavors to ensure that the original Subprocessor does not Process any of the Subscriber Personal Data. If it is not reasonably possible to use another Subprocessor, and Subscriber continues to object for a legitimate reason, either party may terminate the Agreement on thirty (30) days written notice. If Subscriber does not object within thirty (30) days of receipt of the notice, Subscriber is deemed to have accepted the new Subprocessor.

3.3. Save as set out in clauses 3.1 and 3.2, US Legal PRO shall not permit, allow or otherwise facilitate Subprocessors to Process Subscriber Personal Data without Subscriber’s prior written consent and unless US Legal PRO:
(a) enters into a written agreement with the Subprocessor which imposes equivalent obligations on the Subprocessor with regard to their Processing of Subscriber Personal Data, as are imposed on US Legal PRO under this DPA; and
(b) shall at all times remain responsible for compliance with its obligations under the DPA and will be liable to Subscriber for the acts and omissions of any Subprocessor as if they were US Legal PRO’s acts and omissions.

3.4. International Transfers of Subscriber Personal Data. US Legal PRO commits to Processing Subscriber Personal Data within the EEA. To the extent that the Processing of Subscriber Personal Data by US Legal PRO involves the export of such Subscriber Personal Data to a third party in a country or territory outside the EEA, such export shall be:

(i) to a country or territory ensuring an adequate level of protection for the rights and freedoms of Data Subjects as determined by the European Commission;

(ii) to a third party that is a member of a compliance scheme recognized as offering adequate protection for the rights and freedoms of Data Subjects as determined by the European Commission; or

(iii) governed by the Standard Contractual Clauses between the Subscriber as exporter and such third party as importer. For this purpose, the Subscriber appoints US Legal PRO as its agent with the authority to complete and enter into the Standard Contractual Clauses as agent for the Subscriber on its behalf.

4. Data Security, Audits, and Security Notifications

4.1 US Legal PRO Security Obligations. US Legal PRO will implement and maintain appropriate technical and organizational security measures to ensure a level of security appropriate to the risk, including as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 Upon Subscriber’s reasonable request, US Legal PRO will make available all information reasonably necessary to demonstrate compliance with this DPA.

4.3 Security Incident Notification. If US Legal PRO becomes aware of a Security Incident, US Legal PRO will (a) notify Subscriber of the Security Incident within 120 hours, (b) investigate the Security Incident and provide Subscriber (and any law enforcement or regulatory official) with reasonable assistance as required to investigate the Security Incident.

4.4 US Legal PRO Employees and Personnel. US Legal PRO will treat the Subscriber Personal Data as confidential and shall ensure that any employees or other personnel have agreed in writing to protect the confidentiality and security of Subscriber Personal Data.

4.5 Audits. US Legal PRO will, upon Subscriber’s reasonable request and at Subscriber’s expense, allow for and contribute to audits, including inspections, conducted by Subscriber (or a third party auditor on Subscriber’s behalf and mandated by Subscriber) provided (i) such audits or inspections are not conducted more than once per year (unless requested by a Supervisory Authority); (ii) are conducted only during business hours; (iii) are conducted in a manner that causes minimal disruption to US Legal PRO’s operations and business; and (iv) Following completion of the audit, upon request, Subscriber will promptly provide US Legal PRO with a complete copy of the results of that audit.

5. Access Requests and Data Subject Rights

5.1 Data Subject Rights. Where applicable, and taking into account the nature of the Processing, US Legal PRO will use reasonable endeavors to assist Subscriber by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Subscriber’s obligation to respond to requests for exercising Data Subject rights laid down in the Data Protection Laws.

6. Data Protection Impact Assessment and Prior Consultation

6.1 To the extent required under applicable Data Protection Laws, US Legal PRO will provide Subscriber with reasonably requested information regarding its Service to enable Subscriber to carry out data protection impact assessments or prior consultations with any Supervisory Authority, in each case solely in relation to Processing of Subscriber Personal Data and taking into account the nature of the Processing and information available to US Legal PRO.

7. Termination

7.1 Deletion or return of data. Subject to 7.2 below, US Legal PRO will, at Subscriber’s election and within 30 (thirty) days of the date of termination of the Agreement:

(a) make available for retrieval all Subscriber Personal Data Processed by US Legal PRO (and delete all other copies of Subscriber Personal Data Processed by US Legal PRO following such retrieval); or

(b) delete the Subscriber Personal Data Processed by us.

7.2 US Legal PRO and its Subprocessors may retain Subscriber Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that US Legal PRO ensures the confidentiality of all such Subscriber Personal Data and shall ensure that such Subscriber Personal Data is only Processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.

8. Governing law

8.1 This DPA shall be governed by and construed in accordance with the laws of Ireland. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to the non-exclusive jurisdiction of the courts in Ireland.

Annex

Details of the Processing of Subscriber Personal Data

This Annex includes certain details of the processing of Subscriber Personal Data as required by Article 28(3) of the GDPR.

Subject matter and duration of the Processing of Subscriber Personal Data

The subject matter and duration of the Processing of the Subscriber Personal Data are set out in the Agreement and this DPA.

The nature and purpose of the Processing of Subscriber Personal Data

The Subscriber Personal Data will be subject to the following basic processing activities: transmitting, collecting, storing and analyzing data in order to provide the Service to the Subscriber, and any other activities related to the provision of the Service or specified in the Agreement.

The types of Subscriber Personal Data to be processed

The Subscriber Personal Data concern the following categories of data: names; email addresses; personal and professional information; and any other personal data provided by the Subscriber in connection with its use of the Service.

The categories of data subject to whom the Subscriber Personal Data relates

Any categories of individuals whose data the Subscriber extracts, transfers, and/or loads onto the Service, which may include but is not limited to:

  • Registered Clients; and
  • Past, present and prospective clients, business relationship contacts, and outside counsel contacts of the Subscriber.

The obligations and rights of the Subscriber

The obligations and rights of the Subscriber are as set out in this DPA.

 




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