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Terms Of Service For The Legal CloudTM.

Terms of Service

Thank you for using Cloudlex! The following terms of service (“Terms”) cover your use and access to the cloud based information management services, communication services, collaboration services, case management services, client software and websites made accessible to you by Cloudlex, Inc. (“Cloudlex”) upon your registration (collectively, the “Services”). By clicking “I accept terms of service” on the registration webpage operated by Cloudlex, signing a contract for the Services, or otherwise using the Services, you agree to these Terms.

By using our Services, you are agreeing to be bound by these Terms. If you are agreeing to these Terms for use of the Services by an organization, you are agreeing on behalf of that organization and all references to “you” hereunder shall refer to your organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.

Provision of Services Generally.

Cloudlex shall make the Services available to you pursuant to these Terms and all Order Forms during the subscription term specified on the applicable Order Form(s). Your purchase of the Services is not contingent upon the delivery of any future functionality or features, or dependent on any oral or written public comments made by Cloudlex regarding future functionality or features. All rights not expressly granted to you hereunder are reserved by Cloudlex including all of their related intellectual property rights.

For purposes of these Terms, an “Order Form” shall mean the ordering documents (online or otherwise) for your purchase of the Services from Cloudlex that are submitted by you or otherwise executed hereunder by the parties from time to time, including any supplements or addenda thereto.

Your Account.

You must have a Cloudlex account to access and use the Services and you must register via www.cloudlex.com or app.cloudlex.net (the “Account”). You are responsible for all activities that occur in your Account(s) and for Users’ compliance with these Terms.

Via use of the Services, you may add, activate, deactivate and delete additional Users. You agree to provide full and complete information for each User, including the User’s full legal name, valid email address, and any other information requested by us for purposes of verification. Each User will be assigned a sub-account (each a “User Sub-Account” ) having a unique identifier (each a “Username” ) and password to access and use the Services as associated with your Account. You are fully responsible for ensuring all Users prevent unauthorized access to each of their User Sub-Accounts. Each User Sub-Account shall only be used by the User to whom it is assigned, and shall not be shared with, or used by any other person, including other Users. Users shall be responsible for protecting the security of Usernames and passwords, or any other codes associated with the Services known to them, and for the accuracy and adequacy of personal information provided to CloudLex.

Via use of the Services, you will be able to create Matters. You are fully responsible for ensuring all Matters are created in accordance with applicable law and all Customer Data related thereto is made available only to those Users and other individuals that have the legal right to access, use and review all such Customer Data.

You shall: (a) have sole responsibility for preventing and shall prevent unauthorized access to, or use of, the Services through your Account, (b) notify Cloudlex promptly of any such unauthorized access or use; (c) use commercially reasonable attempts to comply with requests made by Cloudlex to update various features or functionalities within the Services to optimize performance of the Services to yous generally; and (d) comply with all applicable local, state, federal and foreign laws and applicable Third Party Provider terms of service in using the Services. You understand and acknowledge that Cloudlex has no obligation to review Customer Data or your use of the Services.

Your Data.

Customer Data is submitted through use of the Services. As between Cloudlex and you, you are the exclusive owner of Customer Data.

Cloudlex will not access your user accounts, including Customer Data, except to (i) provide the Services, (ii) to respond to service or technical problems, (iii) to comply with the law, or (iv) at your request. You agree to these exceptions. Notwithstanding the foregoing, you grant to Cloudlex a worldwide, non-exclusive, royalty-free license to aggregate or compile Customer Data with other data, including the Customer Data of other Cloudlex users, so long as such aggregation or compilation omits any data that would enable the identification of you, your clients, or any individual, company or organization ( “Aggregated Data” ), solely to (i) provide the Services, (ii) to obtain feedback on and improve the Services, and (iii) to provide consultative and analytical information to our users generally. Cloudlex shall have a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom ( “Aggregated Data Reports” ). Cloudlex shall own all right, title and interest in and to the Aggregated Data Reports. Additionally, you grant to Cloudlex the right to access Customer Data to provide feedback to You concerning its use of the Application Services.

Cloudlex will use commercially reasonable efforts to maintain administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Cloudlex personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as expressly permitted pursuant to these Terms or as otherwise permitted in writing by you.

You confirm that you are the rightful owner or the authorized user of all Customer Data with full rights to allow and authorize us to provide the Services to you with respect to all Customer Data. You will ensure that you have obtained any and all approvals, permissions and authorization for data, and documents and any other information related to the Customer Data or as otherwise needed for Cloudlex to perform its functions.

In case you require us to access any other third party or your own technology systems, software, databases etc. you will ensure the technical requirements such as server capacity, disk space etc., and accesses and privileges are sufficient for Cloudlex to perform its Services; furthermore, you will obtain any and all approvals, permissions and authorization for such access.

You agree not to use the Services in any manner which may infringe upon the intellectual property rights of any third-party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, and obscene or otherwise in violation of these Terms.

Your Responsibilities, Generally.

You agree that you shall use, and cause all Users to use, the Services solely for your lawful business purposes and you shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, including providing directly or indirectly to any third party a time-share or subscription service or to function as a service bureau or application service provider, except as expressly contemplated by these Terms; (b) send via or store within the Services infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (c) imitate or impersonate another person or his, her or its email or other address or contact information, (d) create false accounts for the purposes of sending unsolicited messages (spam), or (e) send messages to individuals who have asked not to receive future messages from you (opted out); (d) send via, upload to, or store within the Services any Malicious Code; (e) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (g) otherwise attempt to gain unauthorized access to the Services or its related systems or networks.

You acknowledge that you are using the Services at your own risk. You are solely responsible for ensuring any duties owed to your clients are satisfied at all times, and that you are solely responsible for your fiduciary duty towards your clients, contractual obligations to your clients, ethical professional standards set for your profession, competent representation of your clients, timely filings of legal paperwork, managing legal deadlines and court dates, and that you transmit Customer Data in accordance with your legal obligations owed to your clients, and that your clients affirmatively consent to your use of the Service with respect to any Customer Data that may relate to any such clients. You shall ensure all Users comply with all terms contained herein as if each User is you.

You further agree that your use of the Services shall be limited to that number of Users and Matters for which you have subscribed pursuant to an Order Form and any excess use by you will result in additional charges by Cloudlex and you agree to pay all such charges when incurred by hereby authorizing Cloudlex to process such payments via the payment information previously submitted by you on the applicable Order Form.

Cloudlex Responsibilities, Generally.

Cloudlex shall: (a) provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (b) use commercially reasonable efforts to ensure that the Services perform in material compliance with the Documentation; and (c) use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week, except for: (i) planned downtime (for which Cloudlex shall make good faith efforts to give at least twenty-four (24) hours notice provided via email or through the Application Services and/or by other means); or (ii) any unavailability caused by circumstances beyond Cloudlex’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Cloudlex employees), computer, telecommunications, internet service provider, Third Party Providers, or hosting facility failures or delays involving hardware, software or power systems not within Cloudlex’s possession or reasonable control, and denial of service attacks.

General Practices Regarding Storage.

Cloudlex may establish general practices and limits concerning use of the Services, including without limitation the maximum amount of Customer Data that may be uploaded and stored via use of Services on an aggregate or per Matter basis, and the maximum disk space that will be allotted on Cloudlex’s servers on your behalf. You agree that Cloudlex has no responsibility or liability for the deletion or failure to store any Customer Data maintained or transmitted by use of the Services. You acknowledge that Cloudlex may, but is not required to, log off accounts that are inactive for an extended period of time.

Privacy and Security Policy.

Cloudlex’s Privacy and Security Policy available at www.cloudlex.com is incorporated herein for all purposes and each you affirmatively agrees to the provisions contained therein (the “Privacy Policy” ). If any portion of these Terms conflicts with any portion of the Privacy and Security Policy, the Privacy and Security Policy shall govern for all purposes.

Limited Right to Use; Restrictions

Users shall access the Services only as permitted by Cloudlex from time to time. Some Service functionality includes the ability to allow you to access your Account and your Users access to their User Sub-Accounts and the Services via an App. So long as you comply with these Terms, we give you and your Users a limited, nonexclusive, nontransferable, revocable license to download, access and use the Apps, solely to access the Services. You agree not to reverse engineer, decompile, adapt or otherwise tamper with any App, any software comprising the Services, or the Services generally, or attempt to do so, or assist anyone in doing so. Note, each App may require your acceptance of additional terms containing limitations and restrictions and these Terms are solely meant to supplement any such additional terms.

The Services, the software comprising the Services, and all Apps are protected by United States and international copyright laws and treaties, as well as other laws and treaties. Except for the express rights granted pursuant to these Terms, you acknowledge and agree that all ownership, license, intellectual property and other rights and interests in and to CloudLex shall remain solely with Cloudlex, all right reserved.

Use of Cloudlex is limited to subscribers based in the United States and their authorized Users.

Right to Modify Service.

Cloudlex reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Services, with or without notice. Continued use of the Services following any modification constitutes your acceptance of the modification. Cloudlex reserves the right to temporarily suspend access to Services for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide reasonable notice prior to any such suspension.

Payment, Refunds and Subscription Changes.

Any subscription for use the Services will be automatically renewed for successive terms. The renewal charge shall be equal to the original signup price, unless otherwise notified in advance by Cloudlex to you via the contact information Cloudlex has on file for you or as posted within the Service. You will have 10 days after the date any renewal fee notification is delivered to you or otherwise posted via the Service to give notice of non-renewal of your subscription, in which case your subscription will terminate at the conclusion of the most recent term and no further charges will be incurred.

You will be charged either on a monthly or yearly basis (as specified on your most current Order Form) for the initial term and any renewal term, in advance and no refunds or credits will be issued for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an active subscription. Cloudlex reserves the right to change its pricing for any new terms.

As part of your Account registration, you were required to provide Cloudlex with a valid credit card for payment of all applicable subscription fees (as specified on the Order Form). Should your credit information require updating of any kind, your access to the Service may be suspended until such updated and correct information is received. You authorize Cloudlex to process all amounts owed by you to Cloudlex with your credit card information. All subscription fees are exclusive of all federal, state, municipal or other taxes. You are responsible for all applicable taxes, and we will charge tax when required to do so.

During your subscription term, you may upgrade or downgrade your Account by going to www.cloudlex.com or within your Account and paying any additional applicable charges. No refunds are provided for downgrading your Account.

There are no charges for canceling a subscription, and subscriptions cancelled prior to the end of the then-current expiration date will not be charged again in the following applicable monthly or yearly term. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of content, features, or an increase or reduction in the amount of available capacity for content provided by CloudLex.

If you have separately requested data migration services from Cloudlex from any legacy system, all such services will be performed in accordance with the terms mutually agreed upon by Cloudlex and you. You agree that email and/or text message exchange constituted mutual agreement.

Cancellation and Termination.

You are solely responsible for canceling your subscription. You may cancel your subscription at any time by contacting us at support@cloudlex.com.

Cloudlex in its sole discretion, has the right to suspend or discontinue providing the Services to you without notice for non-compliance with these Terms, and pursue any other remedy legally available to it. Should any suspension or discontinuance occur, you shall remain obligated to pay all fees owed for the remainder of the then-current subscription term, all of which fees shall become immediately due and payable in full to the extent not yet paid.

Upon your cancellation or in the event that Cloudlex elects to permanently discontinue the Services and remove Services from the market, you shall have 30 days to access your Account and download/export your Customer Data. Upon expiration of such 30-day period, Cloudlex shall convert your Account to an inactive status whereby you shall have the right to access and download/export your Customer Data for a subsequent 30 day period by contacting Cloudlex and paying a one-time migration fee as specified by Cloudlex from time to time. Cloudlex shall have no obligation to maintain any Customer Data after 60 days and shall securely overwrite or delete your Customer Data 90 days following any such termination.

Limited Warranty and Limitation of Liability

We strive to provide great Services, but there are certain things that we cannot guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, CLOUDLEX AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, SUCCESSOR, OR ASSIGN OF CLOUDLEX OR AFFILIATES, PARTNERS, SUBSIDIARIES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, MEETING ANY SPECIFIC REQUIREMENTS, ERRORS, ACCURACY, RELIABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, NOT CONTAINED IN THESE TERMS SHALL BE DEEMED TO BE A WARRANTY BY CLOUDLEX. CLOUDLEX MAKES NO WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE USED BY YOU IN CONNECTION WITH THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLOUDLEX AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, SUCCESSOR, OR ASSIGN OF CLOUDLEX OR AFFILIATES, PARTNERS, SUBSIDIARIES, SUPPLIERS AND DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, GOODWILL, INTANGIBLE LOSSES REGARDLESS OF LEGAL THEORY, WHETHER OR NOT CLOUDLEX HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) THE MAXIMUM COMPENSATORY DAMAGES (INDIVIDUALLY OR IN THE AGGREGATE) FOR ALL CLAIMS RELATING TO THE SERVICES THAT WILL BE PAYABLE TO YOU BY CLOUDLEX SHALL BE THE LOWER OF THE LAST PAID INVOICE OR $2,500.

Indemnification.

You shall defend, indemnify, and hold Cloudlex harmless against any loss, damage, or costs finally awarded against Cloudlex (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits or proceedings made or brought against Cloudlex by a third party alleging that (a) your use of the Services in other than in compliance with these Terms violates applicable law; (b) Customer Data, and/or any materials provided to Cloudlex necessary to perform the Services, infringe the intellectual property rights of a third party; or (c) a breach by you of any duty owed to a third-party or the commission by you of any negligent or willful act (including, without limitation, malpractice).

Additional Definitions.

For purposes of these Terms, the following capitalized terms shall be defined as follows:

“App” shall mean any Cloudlex web based, cloud based, mobile or other software based portal or site or application.

“Customer Data” is all electronic data or information submitted by you to or via the Services and all Vendor Data.

“Malicious Code” shall mean viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Matter” shall mean a unique lawsuit, arbitration, mediation and/or claim matter for your client that is organized by you via use of the Service (e.g., if a client has two pending lawsuits each shall be a separate Matter).

“Third Party Providers” shall mean a third party provider through which your Customer Data or other related functionality interoperates with the Services, or through which your Customer Data (in whole or in part) is distributed or accessed such as Google, Facebook, Apple, Microsoft, or Amazon

“User” means you and any other individual who is authorized by you to use the Service through your Account and to whom you have supplied a user identification and password. Users may include, for example, your employees, consultants, contractors and agents and third parties with which you transact business.

“Vendor” is a third-party that has a separate account with Cloudlex and has been given access to your Account by you.

“Vendor Data” is all electronic data or information submitted by a Vendor to or via the Services on your behalf.

Miscellaneous Provisions.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, and the federal laws of the United States applicable therein. The Terms, along with the applicable Order Form(s) and Privacy Policy, constitute the entire agreement between you and Cloudlex and govern your use of Services, superseding any prior agreements between you and Cloudlex (including, but not limited to, any prior versions of these Terms). You may not assign your rights or delegate your duties under these Terms or rights to access the Services without the prior written consent of Cloudlex. Cloudlex may assign its rights under these Terms at any time. These Terms shall automatically transfer and be applicable to any rightful successor and/or assignee.

We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you via the email on file with your Account or causing an announcement to be present upon your subsequent log-in to your Account. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms

You acknowledge and agree that Cloudlex may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology and services required to provide Services. You acknowledge and agree that the technical processing and transmission of data associated with Services, including Customer Data, may be transmitted unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Any dispute arising under these Terms or otherwise, will be finally settled by arbitration in New York City, New York, and administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. However, the rules will be modified in the following ways: (1) each arbitrator will agree to treat as confidential evidence and other information presented to the same extent as the information is required to be kept confidential under these Terms, (2) the arbitrators may not amend or modify the terms of these Terms, (3) a decision must be rendered within 10 business days of the parties’ closing statements or submission of post-hearing briefs and (4) the arbitration will be conducted before a panel of three arbitrators, one selected by Cloudlex within 10 days of the commencement of arbitration, one selected by You in the same period, and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 30 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association). (d) Recovery of Legal Fees: If one of the parties to these Terms (the “Plaintiff”) should bring a proceeding against the other party (the “Defendant”) in connection with an alleged breach or threatened breach of these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees and costs in connection with such litigation or arbitration subject to a maximum of $20,000. For the purposes of this paragraph, in the event of a voluntary discontinuance with prejudice by the Plaintiff, the Defendant shall be deemed to be the prevailing party.

If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of these Terms shall continue in full force and effect. The failure of Cloudlex 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.