LawDesk360 - Workflow efficiency software for the modern legal department and law firm, a premier collaboration platform for today’s legal industry easy and affordable.

1. Scope and Acceptance

These Terms of Service (these “TOS” or the “Terms”) govern any user of our Service (defined below), including the corporate or organizational account with which that user account is associated (referred to as the “Enterprise” account). You (referred to as “you,” or “your”) agree that by signing-in to access www.lawdesk360.com, including any of its pages, directories or subdirectories and all features, functions and content made available on or through our website (collectively, the “Service”), you are entering into a legally binding agreement with LawDesk360and its organizational owner (“we,” “us,” “our,” or “LawDesk360”) based on this TOS, and the LawDesk360 Privacy Policy, together with the third party terms governing access to or use of any Third Party Services (defined below) (“third party terms”), all of which are incorporated by this reference (collectively, included within the meaning of these “TOS” or the “Terms”). You also agree that by registering on or via our website, you have met all Eligibility Criteria (defined below), to become a User of the Service (defined below) (a “User”). If you are using the Service on behalf of any legal entity, you represent that you have authority to bind that organization to these Terms and are also agreeing to be individually bound by these Terms. Additionally, by using the Service, you consent to have these Terms provided to you in electronic form.

You must complete the sign-in form and accept these Terms before you may use the Service. If you do not accept these Terms or do not want to become a LawDesk360 User, then do not access, view, or otherwise use the Service or any LawDesk360-branded webpage, information or services and do not register with the Service or click any “Access your account” offers, “Sign in” offers, or similar links or offers available on or through the Service.

You acknowledge that you have read and understood the terms and conditions of this TOS and that you agree to be bound by all of its provisions. By clicking on any button or check box at which a reference to your acceptance of these Terms appears, you also consent to use electronic signatures and acknowledge that your click of such button (e.g., “Sign in,” “Access your account,” “Forgot Password,” etc.) is evidence of your electronic signature.

2. Eligibility

2.1 Account Creation.

2.1.1 You understand that communications between you and LawDesk360 are protected by our Privacy Policy but not by the attorney-client privilege or as work product. Our Service provides access to legal professionals and self-help services for lawyers and legal professionals only at your direction. LawDesk360 is not a law firm, legal services provider, or a substitute for an attorney or law firm. We do not provide any legal advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options, selection of forms or strategies.

2.1.2 To obtain access to the Service, you are required to be currently employed by or otherwise expressly authorized by an organization that has purchased an Enterprise account by which to access the Service and you are required to register for and obtain an account with us by completing the online sign in form and designating a username (if applicable) as well as a password. Your User privileges are governed by your organization’s Enterprise account privileges and the User category indicated at the time of your registration.

2.2 Eligibility.

2.2.1 Use of the Service and registration to be a User is void where prohibited. By using the Service, you represent and warrant that you are currently employed by or specifically authorized by the organization under which you are accessing Service, and: (a) all registration information you submit is truthful and accurate, including but not limited to your identity and the indication of where you work for purposes of selection of your User category; (b) you will maintain the accuracy of such information and keep your account information up to date; (c) you are eighteen (18) years of age or older at the time of registration; (d) you have not registered under false pretenses and you are not otherwise restricted from access to the Service, or not otherwise prohibited from having an account with us; (e) you are a current or former lawyer, legal professional, law professor, law school dean, judge, arbitrator, legal expert, paralegal, legal operations professional, contract administrator, law librarian, or legal assistant; (f) you have full power and authority to enter into the Terms and doing so will not violate any other agreement to which you are a party; (g) you intend to use the Service for the purpose for which it was intended and not for the purpose of gaining competitive intelligence, developing products competitive to the Service, publicly reviewing the Service, advertising to or about the Service, or scraping or soliciting any information about our Users or content shared on or through the service; (h) any information you furnish on your User profile is truthful and accurate, and (i) your use of the Service does not violate any applicable laws or our published terms or policies (collectively, “Eligibility Criteria”).

2.2.2 You understand that your privilege as a User to access the Service is subject to your satisfaction of and ongoing compliance with these Eligibility Criteria and these TOS. If we discover now or in the future that you do not meet or have not met any one of the Eligibility Criteria, you understand and agree that your User account and access to the Service may be terminated immediately and without notice and all fees paid by your organization or employer for your User account and access privileges are non-refundable and non-cancelable. In that event, you also understand and agree that your User profile, your Content and other material you have uploaded, downloaded or shared on our or through our Service may be deleted and your User account terminated without notice or warning. We reserve the right, at any time and in our sole discretion, to immediately and without notice cancel, terminate, revoke or suspend any Useraccount that does not meet any of the Eligibility Criteria or that otherwise violates these TOS.

3. Description of the Service

3.1 General. The Service we provide consists of access to our online software application which generally allows users to connect with other users, engage with our interactive platform, maintain a profile, access a dashboard, monitor their own activity, initiate or respond to various questions and requests, send and receive messages, search for content, upload, link, process, search, tag, view, share, send, print and download various kinds of data and material. For purposes of these terms the “Service” means and is limited to the online software application we make available to you through our LawDesk360 website, and, if applicable, mobile application, and the features and functionality associated with that application which pertain to the particular Enterprise account with which your User account is associated. The Service as that term is used in these Terms does not extend to or include any other services owned or operated by the company that owns LawDesk360 or any Third Party Services (defined below), or any services, features or functionality associated with other Enterprise accounts on the Service, or any enhancements or updates that are not made generally commercially available to all Enterprise accounts on the Service.

3.2 Your Content. Subject to the Terms, you may upload or post your content, data and information (collectively, “your Content”) directly into the Service through your account as part of your User privileges. Certain limitations may apply based upon the file format, size and type of content as well as the Enterprise account with which your User account is associated. In addition, all content, including your Content, is subject to these Terms and may be removed, modified, hidden, or disabled, in whole or in part, without notice or obligation to you or to your organization or Enterprise account with which your User account is associated. We reserve the right (but assume no obligation) to monitor, delete, move, hide, or edit any of your Content or submissions or postings that come to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons. You understand that any content, including your Content, that you upload, post or share may be visible or otherwise accessible to all Users and visitors depending on your settings and selections at the time of such upload, post or sharing or depending on other Users’ settings. You acknowledge that our default settings for any content or information you upload to or share via our Service is to make your Content visible to all Users. We are not responsible for moderating, reviewing or ensuring that your content is properly redacted and sanitized for sharing. It is your sole responsibility to ensure that any of your Content is reviewed by you, sanitized, and, where applicable, redacted, to make it suitable for sharing and public viewing. We are not responsible for your violations of any rules of professional ethics, including those governing privilege, should you post anything that is not or was not made suitable for sharing. If you have posted an item of your Content in error without properly sanitizing it and later discover that, provided that you are a then-current User, you may notify us at: info@lawdesk360.com and we will investigate the issue. You understand that upon any cancellation, termination, or revocation of your User account or the Enterprise account with which your User account is associated, that your access to your Content will also be terminated and extinguished immediately at that time or, in certain circumstances, within the period of time, if any, set forth in Section 20.3.2 below. If you fail to maintain independent copies of your Content before any cancellation, termination, or revocation of your User account or the Enterprise account with which your User account is associated, or if you fail to retrieve your Content via the Service by that date or, if applicable, the deadline specified in Section 20.3.2 below, then you understand that we are not responsible for any loss, deletion, removal, destruction, or inaccessibility of all or any portion of your Content.

3.3 Access. You understand that LawDesk360 is not optimized for all web browsers and that in order to use the Service, a modern browser such as Firefox (version 40 or higher), Safari 9 (El Capitan) or Google Chrome (version 44 or higher) is recommended. Additionally, a stable connection to the Internet is required. The Service may work in a limited manner on other web browsers and earlier versions of the recommended browsers, but please keep in mind that the Service was not designed for use or compatibility with web browsers other than the ones we recommend. The Service is optimized for desktop, laptop and tablet computers but is not optimized for mobile phones at this time. You also understand that we do not control Third Party Services and therefore cannot and do not predict, monitor, guarantee or address any unavailability or accessibility issues concerning Third Party Services. Your use of any Third Party Services via our website is subject to the applicable third party terms and your registration with, enrollment in and, where required, payment for such Third Party Services.

4. Changes to Terms

We reserve the right to modify or replace these Terms, in whole or in part, at any time and at our sole discretion. The date of the last change or update to any component of the Terms shall be referenced therein, and any changes made will be effective upon posting of the revised version of the applicable Terms. We encourage you to check the date of these Terms whenever you visit or use the Service to see if it has been updated since your last visit. Your continued access or use of the Service or any portion of the Service after we post any changes to the Terms constitutes your acceptance of such changes. If you do not agree with any updates to or any updated version of the Terms then you understand we are not obligated to continue to provide access to the Service and you must cancel and stop using the Service.

5. Use of the Service.

5.1 Permission to use. Subject to your acceptance of and compliance with the Terms, satisfaction of the Eligibility Criteria, registration with the Service, and, your organization’s or employer’s payment for the Enterprise account with which your User account is associated, you shall be permitted to access and use only those features of the Service that are applicable to the Enterprise account with which your User account is associated , on a: non-exclusive, personal, non-transferable basis, solely in strict compliance with these Terms and all applicable laws and solely during the term of your User access privileges (until canceled, terminated or suspended) under the Enterprise account subscription with which your User account is associated, but not otherwise. Any access to our Service is provided for your personal, non-commercial use only during the period of your User access privileges (until canceled, terminated or suspended) under the Enterprise account subscription with which your User account is associated. We have no obligation to provide access to or permit your use of the Service or your User account if the Enterprise account with which your User account is associated is in default of any payment obligations or in breach of these TOS or any agreement we may have with that organization regarding such Enterprise account. You agree that you will not take any action to circumvent the permission and access that has been granted to you under your User account or sublicense, re-sell, or lease or otherwise make available any passwords, screens or login privileges to all or any portion of your User privileges. All rights not expressly granted under these Terms are reserved by LawDesk360 and its licensors.

5.2 Account Security. Only you may use your account on the Service. You are entirely responsible for maintaining the confidentiality of your account password and you agree not to disclose your password to any third party or let any third party use the Service on your behalf. You must contact us immediately if you suspect misuse of your account or become aware of any actual or potential security breach, including but not limited to an unauthorized disclosure or use of your username and password, unauthorized access to your account, or the Service. You must also contact us immediately if you suspect that the security of your payment information listed in your account has been compromised. In that event, please contact us directly at: info@lawdesk360.com. You acknowledge that if you wish to protect your transmission of your Content to us, it is your responsibility to use a secure encrypted connection to communicate with the Service. Please be aware that you are responsible for any activity occurring through your account, whether or not you actually authorized that activity. When you have notified us of an actual or suspected security breach, we will take appropriate measures to address the issue. You understand that we cannot be responsible if you fail to inform us of an actual or suspected security breach. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM ANY UNAUTHORIZED USE OF YOUR ACCOUNT.

5.3 User Categories.

5.3.1 There are currently four User categories under which you may associate your account, only one of which will be applicable to you at any given time. These User categories are: Solo/Individual, Law Firm, In-House, and Academic. Your User category may be the same as that of the organization purchasing the Enterprise account with which your User account is associated.

5.3.2 Your selection of a User category is made during your initial sign-in process by indicating what segment you identify with at that time based on your role. You understand that accurately indicating your role and User category during this registration phase is one of the Eligibility Criteria for User. We reserve the right to investigate, cancel or re-assign your User account if we discover, are informed by you or other Users, or otherwise have a reason to believe that the User category associated with your account is not accurate.

5.4 Enterprise Account.

5.4.1 The Enterprise account type exists on the Service and is required for each individual User account. Your User account is and must be associated with one Enterprise account type which is typically your organization that you own or operate or your employer. User accounts cannot be affiliated with more than one Enterprise account at one point in time. Additionally, User accounts cannot be transferred from one Enterprise account to another such as with a change in employment. In that case, for example, a new User account under the new employer’s Enterprise account would need to be established. Enterprise accounts are paid accounts and are established at the organizational level for all Users associated with that particular account. If an Enterprise account is in default of its payment obligations, usage restrictions, term limitations or any part of these TOS then that Enterprise account will be suspended or terminated and all User accounts associated with that Enterprise account will be suspended or terminated as well. Enterprise accounts renew automatically unless otherwise agreed with us and the applicable Enterprise customer. Enterprise accounts may include varying degrees of functionality, depending on the nature of the Enterprise account selected. The functionality available to you under your User account is inherited from the Enterprise account with which your User account is associated.

6. Beta Functionality. From time to time, we may make available to you the pre-release version of the Service or pre-release versions of components of the Service on a no-fee basis for a limited term (“Beta”). You are not required to use any Beta functions and if you choose to do so, it is of your own free will. You agree that, we make no commitment to offer any particular Beta functionality or any other functionality that may be tested in Beta. You also agree that any feedback you may provide to us regarding Beta functionality shall become our property once you share it with us and we are free to (but have no obligation to) use, develop against and execute upon all or any portion of feedback from you, without remuneration or credit to you. If you elect to test any Beta functionality, you agree to do so in accordance with these Terms and, in particular, the confidentiality provisions of these Terms.

7. Integrated Functionality

We may integrate functionality or features of third party services or created by third parties into or as part of the Service from time to time. You understand that we make no representations or warranties regarding such integrations or added features or functionality, all of which are made available strictly ‘as is’ and without warranty of any kind. You further understand that we make no commitment to integrate the Service with any particular technologies or offerings of third parties. 8. Term of Usage.

8.1 General. The subscription term for your User account is until your User account is suspended, revoked, canceled or terminated by us pursuant to these TOS, terminated by the Enterprise account holder with which your User account is associated, or is terminated by you; therefore, you understand that you do not have a right to a User account for the full duration of the subscription term applicable to the Enterprise account with which your User account is associated. You further understand that the maximum possible duration for your User account will not exceed the subscription term applicable to the Enterprise account with which your User account is associated. Any termination of your User account will not necessarily result in a termination or suspension of the associated Enterprise account but we reserve the right to terminate or suspend the associated Enterprise account in our sole discretion if a termination of a User account under such Enterprise account is attributable to a violation of these TOS. You understand that any termination or suspension of the Enterprise account with which your User account is associated will result in the automatic and immediate termination or suspension, as applicable, of your User account and that we have no obligation to provide any prior notice to you, or any credit, remuneration or other benefit for or in connection with such termination or suspension, as applicable. We do not make any promise to reinstate any suspended or terminated User account or any associated Enterprise account.

9. No Credits or Refunds. You acknowledge and agree that, except as expressly set forth in this paragraph, all fees associated with any User accounts, including the associated applicable Enterprise account, are non-refundable. You further understand that you will not be entitled to nor issued any credits, refunds or discounts for partial months of usage or access, or in connection with any Service availability issues, connectivity or access issues, functionality issues or bugs or for any other reason whatsoever.. No credits or refunds will be issued to any Enterprise account holder for or in connection with the account at the organizational level or any issues related to any User accounts associated with that account, or for Service availability issues or for any other reason.

10. Consent to Electronic Communications, Solicitation and Opt-Out

By registering as a User, you understand and consent to the fact that we may send you notifications, communications and other information regarding the Service, your User account, your interactions with other users on the Service, activity on and usage of the Service, and other information about the Service, including but not limited to notices about changes to the Service (including any notices concerning changes to terms or policies), updates and enhancements to the Service, and marketing and promotional offers, information and materials regarding the Service, all in electronic form via email to the primary email address on your account. By registering for the Service you consent to receive such communications, notifications and other information sent by or on behalf of LawDesk360. We give you the opportunity to opt-out of receiving certain marketing communications from us by adjusting your communication preferences in your account settings, or by following the instructions provided in the message we send to you, or as outlined in the opt-out provisions of our Privacy Policy. You understand, however, that in certain limited circumstances we must be able to communicate with you via the primary email address on your account about sensitive information concerning your account or charges made to your account; therefore, these types of notifications will be sent to you regardless of communication preferences in your account settings. We encourage you to review our Privacy Policy and periodically revisit your communication preferences to ensure they reflect your desired level of communication with our Service.

11. Acceptable Use

11.1 Your Responsibilities. By accessing the Service through your User account, you understand that you are and will remain responsible for the following:

• Compliance with the Terms, including all terms and conditions referenced in the Terms;

• The accuracy, quality, integrity, legality, reliability, and appropriateness of your Content and the means by which it was acquired;

• Compliance with applicable state, federal and international laws and regulations in using the Service, including but not limited to those concerning unsolicited email and mobile text communications;

• Compliance with all applicable rules of professional ethics, if any, governing your profession;

• Using commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notifying us promptly of any such unauthorized access or use;

• Any and all activity occurring under your User account;

• Ensuring your account information is accurate and current;

• Accurate representation of your User category;

• Compliance with the Eligibility Criteria;

• Registering for and, where applicable, paying for access to any Third Party Services you choose to use which may be made available to you on or through our website;

• Compliance with all third party terms pertaining to such Third Party Services;

• Obtaining rights to use any software, internet connectivity or web browser that may be necessary to use the Service; and

• Any social media sharing of the Service or information, content, or other material you download from or contribute to the Service either to or from our website, via any third party social media services (e.g., Twitter, Facebook), are subject to the Terms and the terms and policies of any sharing to or from those social media Third Party Services.

11.2 Restrictions on Use. By accessing the Service through your User account, you agree that you will not:

• Sell, resell, rent or lease access to the Service or all or any portion of your User account or User privileges;

• Use the Service for storing or transmitting infringing, libelous, or otherwise unlawful or tortious material (regardless of whether such material is included within your Content, either with or without your knowledge);

• Use the Service to knowingly store or transmit malicious code, viruses, Trojan horses, or worms that may damage or harm our computer systems or those of our users, business partners or any Third Party Services;

• Interfere with or disrupt the integrity or performance of the Service or any data it may contain;

• Interfere with the Enterprise account with which your User account is associated or interfere with other users’ use or enjoyment of the Service;

• Use the Service to access, acquire or otherwise obtain data to which you are not legally entitled;

• Attempt to gain unauthorized access to the Service or its related systems or networks;

• Steal or reverse engineer the user interface design, workflow, or any features of the Service;

• Use or attempt to use the Service for the purpose of creating a competitive product or service or with the intent to direct users to a service that is competitive to the Service;

• Use or attempt to use the Service for the purpose of reviewing or writing an unauthorized review or article about the Service;

• Modify, publish, transmit, reproduce, create derivative works from, distribute, display, or incorporate into another website the Service, in whole or in part;

• Capture, copy, post, publicly share or display any screenshots or videos of the Service or any part of the Service in order to share the information publicly, on a blog, website or for any other purpose not authorized by LawDesk360;

• Impersonate or misrepresent any individual or company; or

• Use the Service to infringe the copyrights or other intellectual property rights of any third party.

11.3 Violations of Acceptable Use. In the event of any violation of this Section 11, we reserve the right to do any or all of the following, as we determine in our sole and absolute discretion immediately and without notice or obligation to you: (a) refuse and/or remove any or all of your Content, (b) temporarily or permanently suspend your account and your access to your account and the Service, (c) temporarily or permanently revoke your account and your access to your account and the Service, (d) terminate your User account and the associated Enterprise account, without notice, credit or refund, (e) not renew your User account at the end of the term, regardless of whether the associated Enterprise account is being renewed or extended, (f) downgrade your User account to a status with lesser privileges or access rights, and (g) refuse any then-current or future attempts by you to register for the Service under any aliases or alternate email addresses.

12. Third Party Services

Certain features, functions, services and products may be offered through the Service, in whole or in part, by third parties. As a convenience for our Users and Enterprise account holders, our Service provides links to other websites maintained by third parties as well as functionality supporting or facilitating access to or use third party services and software, such as uploading files directly into certain cloud-based file storage services (collectively, “Third Party Services”). When you engage a third party’s website or service which is linked to, facilitated through or provided via our Service, you are interacting with the third party and not with us. These Third Party Services are not under our control and we are not responsible for the contents, functionality or performance of any Third Party Services, or any changes or updates to such Third Party Services maintained by the applicable third parties. We are also not responsible for any interoperability issues between the Service and such Third Party Services by or through which you may access the Service. Posting of a link to or facilitating or supporting functionality that facilitates access to or use of Third Party Services is not and does not constitute an endorsement of that Third Party Service (or any of the products, services or other materials offered through such Third Party Service) by us, our affiliates or licensors, regardless of whether or not the link is associated with a third party advertisement carried by our Service. Accordingly, we are not responsible for the privacy practices of such Third Party Services nor any data or information you may share with or via such Third Party Services, and make no warranties, express or implied, as to any Third Party Services or the products or services they provide. You also understand that your use of any Third Party Services may be subject to the applicable third party terms. In that event, you are bound to and responsible for complying with the third party terms governing the Third Party Services made available on or via our Service. We encourage you to be aware of this when you leave our Service or otherwise access any Third Party Services while accessing and using the Service. We also encourage you to read the privacy statements of each and every Third Party Service you visit. If you do not agree to the third party terms or privacy statements of certain Third Party Services then you should stop using such Third Party Services on or through our Service.

13. Changes to the Service

We reserve the right, at our sole and absolute discretion, to: (a) make any unscheduled deployments of changes, modifications, updates or enhancements to the Service (or any part, feature or functionality thereof) at any time, with or without notice, (b) modify, add, disable or remove features or functionality of the Service, (c) modify, add, disable or remove any user categories or User account features, functions, usage limitations, terms or other controls, which shall be applicable to you when deployed by us on the Service, (d) modify, add, disable or remove any content, information or other material made available on or through the Service, (e) modify, add, disable or remove any Third Party Services made available on, through or facilitated on or through the Service, (f) modify any pricing for Enterprise accounts, and (g) modify, remove or substitute any promotions or special offers, including, without limitation, removing any introductory offers, made available on or through our Service. For example, we may add or remove certain functionality or features to or from the Service or add additional varieties of user accounts or other services for Users, or remove any previously published introductory offers, and so on. Although we will do our best to make the Service available at all times, you understand and acknowledge that we may either temporarily or permanently suspend or stop the Service altogether, or suspend the Service at any time for scheduled or unscheduled maintenance, or suspend or stop certain features, functions and pages of the Service at any time for scheduled or unscheduled maintenance. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU, THE ENTERPRISE ACCOUNT WITH WHICH YOUR USER ACCOUNT IS ASSOCIATED, TO ANY OTHER USERS ASSOCIATED WITH THAT ENTERPRISE ACCOUNT OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, INTERRUPTION OR DISCONTINUANCE OF THE SERVICE OR ANY FEATURES OR FUNCTIONALITY PROVIDED ON OR THROUGH THE SERVICE OR REMOVAL OF ANY PROMOTIONS OR INTRODUCTORY OFFERS.

14. Proprietary Rights

14.1 Our Content. All materials and content (subject only to Section 14.3 below) available on or through the Service are the sole and exclusive property of LawDesk360 and its licensors, and are protected by copyright, trademark and other intellectual property laws as well as, in some cases, rights of privacy, publicity and personality. Accordingly, LawDesk360 and its licensors expressly reserve any and all rights and licenses not explicitly granted to you in these Terms. Except to the extent expressly permitted under these Terms, you may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any manner any materials or content from our Service or made available on or via our Service (including, but not limited to, written content, software and code), without our prior written permission. Requests for permission to reproduce or distribute materials or content found on our website may be sent to us in accordance with Section 23 below.

14.2 Our Proprietary Rights. As between you and us, LawDesk360 and its licensors are the sole and exclusive owners of any and all rights, including all intellectual property rights, in and to the Service, any and all components of the Service, all user interfaces and design on the Service, all content of any kind originating with us on the Service, all Feedback (defined below), all Confidential Information, and all analytics, statistics and other information associated with use of the Service, including but not limited to the content of any exchanges to and from the Service, all messages exchanged on or through the Service, and all proprietary and intellectual property rights related to all of the above, including but not limited to software, source code, interface, design, functionality, data, algorithms, taxonomies, analytics, patents, copyrights, trademarks, trade secrets and any derivative works of the Service. LawDesk360 may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with access to the Service does not give you any license to our intellectual property. All contents of our website and the Service, including but not limited to, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © 2019 LawDesk360, and, where applicable, the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.

14.3 Your Proprietary Rights. Subject to our rights in this Section 14, we acknowledge that your Content is owned by you or the third party that has entrusted you with it, and we have no interest in owning your Content. Our sole rights to your Content are as specified in Section 14.4 below, and as described elsewhere in this TOS and our Privacy Policy.

14.4 Grant of Rights. If you provide us with comments, suggestions, recommendations or other feedback with respect to the Service, including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service (collectively, “Feedback”), you acknowledge that we will own all such Feedback and you waive any objection, now or in the future, to our use, reproduction, modification, distribution, and any other exploitation, commercial or otherwise, we may make of the Feedback in or in connection with the Service, worldwide and in perpetuity, without the obligation to issue any royalty or other payments to you or provide consideration of any kind. In addition, by registering for the Service, you hereby (a) grant to LawDesk360, its organizational owner, parent company, affiliates, licensors, and vendors an irrevocable, worldwide, perpetual, royalty-free, right and license to use, modify, adapt, reproduce, distribute, display, perform, disclose, sell, lease, license and sublicense your Content on or otherwise in connection with the Service, (b) grant these same rights and licenses described in (a) above to LawDesk360 customers if you have posted, shared or otherwise made your Content available on or via LawDesk360 (except only to the extent you have posted clauses or other material marked “private” that are within the meaning of your Content to your private directory in My Clauses), and (c) grant to LawDesk360, its affiliates, licensors, and vendors an irrevocable, worldwide, perpetual, royalty-free, right and license to use your name, image and likeness, as well as quotes that you may issue, on the Service in connection with your use of or activity on the Service or achievements (e.g., achievement of a certain Reputation Score) while using the Service, provided that your name and likeness shall not be used in direct advertising placements by third parties acting on our behalf without your prior written consent.

14.5 Trademarks. LawDesk360 and the LawDesk360 logo are including without limitation, either trademarks, service marks or registered trademarks of LawDesk360 and its organizational owner, and may not be copied, imitated, or used, in whole or in part, without LawDesk360's prior written permission or that of our suppliers or licensors. Our Service contains valuable trademarks owned and used by us to distinguish LawDesk360 and its products and services from those of others. Our Service may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with the permission of their respective owners. We do not claim ownership in, or any affiliation with, any third party trademarks or service marks appearing on our website. You agree not to use or display any trademarks you do not own without our prior written consent or the consent of the owner of such mark. Additionally, any linking to our website must not state or imply any sponsorship of your site by us.

14.6 Copyright Complaints and Removal Policy. If you believe that your Content has been copied and posted on the Service in a way that constitutes copyright infringement, please immediately contact our Copyright Agent. Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2), our designated Copyright Agent for notice of alleged copyright infringement in connection with the Service can be reached at: LawDesk360 Attn.: DMCA Copyright Agent, c/o P.O. Box 103, San Carlos, CA 94070, info@lawdesk360.com. We reserve the right to delete or disable any material alleged to violate these Terms and to terminate repeat infringers.

Federal law requires your DMCA Notice to include the following information:

• Identification of the copyrighted work that you claim has been infringed;

• Identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it;

• Your address, telephone number, and email address;

• A statement declaring under penalty of perjury that: (i) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (ii) the above information in your notice is accurate, and (iii) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and

• Your physical or electronic signature.

15. Confidentiality

15.1 Confidential Information. “Confidential Information” includes any confidential or proprietary technical, business or financial information and materials disclosed by us to you, including but not limited to the Service, methodologies, software, data, marketing plans, pricing, discount terms, promotion terms and programs, analytics reports or statistics relating to your use of the Service, and any business, financial or technical information that is either marked or otherwise identified by us as confidential or proprietary, or can be reasonably interpreted as being confidential or proprietary.

15.2 Ownership and Duty of Confidentiality. You agree to hold Confidential Information in confidence and to protect such Confidential Information from disclosure to any third party, using the same degree of care used to protect your own most sensitive and confidential information, but in no event less than reasonable care. You agree to limit access to our Confidential Information to your employees and/or consultants (where applicable), if any, who have a need to access such information in accordance with the Terms. You also agree that all Confidential Information is proprietary to and shall remain the sole and exclusive property of LawDesk360, its organizational owner, parent company, affiliates, and, where applicable, licensors. If you are required by a valid court order or subpoena issued by a governmental agency to disclose certain Confidential Information, you will provide us with prompt written notice in order to afford us an opportunity to seek a protective order or otherwise challenge the compulsory disclosure. You are responsible for any expenses incurred in our attempt to prevent or limit such a compulsory disclosure if you fail to provide us with timely notice or reasonable information necessary for us to assess or respond to the matter.

15.3 Private Content. If you are posting certain items of your Content to your own private directory in the Service under your account, then those items of your Content which are posted and marked at the time of posting as private are should not be visible to other users of the Service or the general public unless you already publicly shared such Content or until such time, if any, that you choose to move that item out of your private directory or share, send, comment upon, or otherwise transmit such item(s) to other users or on any other site or service, including but not limited to on or via the Service or any Third Party Services.

16. Privacy

To operate and provide the Service, we collect certain information about you and your User account. As part of the Service, we may also automatically upload information about your computer or device, your use of the Service, and Service performance. Our use and protection of that information is described in our Privacy Policy. You acknowledge and agree that we may disclose information about you as described under our Privacy Policy.

17. Disclaimer of Warranties

WE PROVIDE THE SERVICE, OUR WEBSITE, AND ALL CONTENT AND MATERIALS AVAILABLE ON OR THROUGH THE SERVICE "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU AGREE THAT ANY USE OF OR RELIANCE UPON OUR SERVICE, INCLUDING ANY OF THE INFORMATION, CONTENT, AND OTHER MATERIALS OR THIRD PARTY SERVICES AVAILABLE ON OR THROUGH THE SERVICE, BY YOU IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT ACCESS TO THE SERVICE, ANY THIRD PARTY SERVICES, OR ANY CONTENT STORED ON OR THROUGH THE SERVICE, WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE SERVICE, ANY THIRD PARTY SERVICES, AND ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST, CORRUPTED OR DAMAGED, AND WE DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSION, AND AS A CONSEQUENCE SUCH EXCLUSION MAY NOT APPLY TO YOU BUT ONLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

18. User Responsibilities

18.1 Your Responsibility. You understand that LawDesk360, its affiliates, subcontractors, partners and licensors, and all of our and their respective officers, directors, employees, agents, licensors, suppliers are not responsible for any claims, losses, damages, liabilities, costs or expenses, arising out of or resulting from: (a) any breach of these Terms or any third party terms by you, (b) your Content, or the upload, storage, hosting, display, transmission, sharing or distribution of same on or through the Service, (c) our compliant exercise of any rights under any licenses or permissions you grant us pursuant to the Terms, (d) your Content or your use of the Service violates any law, regulation or order, or infringes, violates or misappropriates the rights of any third party, including but not limited to those pertaining to intellectual property, rights of publicity, personality, and privacy, and (e) your access to and use of the Service, including but not limited to the use of any features offered on or through the Service, any Third Party Services, any content or comments provided or shared by others on the Service, and your download, upload, sharing or actions with respect to any content, including your Content.

18.2 User Interaction Responsibility. You understand that you are solely responsible for your interactions with other people online or in person. LawDesk360, its affiliates, subcontractors, partners and licensors, and all of our and their respective officers, directors, employees, agents, licensors, suppliers and business partners are not responsible for any claims, losses, damages, liabilities, costs or expenses, arising out of or resulting from any interaction you may have with other LawDesk360 Users, persons you meet through the Service, or persons who find you because of information posted on, by or through the Service. You agree to take all reasonable precautions before interacting with any other users or meeting any other person. You understand that LawDesk360, its affiliates, subcontractors, partners and licensors are under no obligation to become involved in disputes between or among Users, but may do so at its own discretion. You further agree that your reliance upon any advice or guidance furnished by any other Users via the Service is at your sole and absolute discretion and at your own risk. We do not moderate, evaluate or confirm the accuracy or validity of any advice of any Users supplied on or through the Service.

19. Claims

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LAWDESK360, ITS ORGANIZATIONAL OWNER, PARTENT COMPANY, AFFILIATES, VENDORS, PARTNERS, LICENSORS AND THEIR RESPECTIVE OWNERS, OFFICERS, EMPLOYEES, AGENTS, VENDORS AND LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, OR LOSS OF REVENUE, GOODWILL, LOSS OF USE, LOSS OF DATA OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

WITHOUT LIMITING THE FOREGOING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF LAWDESK360, ITS ORGANIZATIONAL OWNER, PARTENT COMPANY, AFFILIATES, VENDORS, PARTNERS, LICENSORS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, VENDORS OR LICENSORS, TO YOU FOR DIRECT DAMAGES CAUSED BY THE SERVICE OR ANY OTHER CLAIMS BY YOU MADE UNDER THESE TERMS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, WILL NOT EXCEED THE FEE PAID BY YOU TO US FOR USE OF THE SERVICE IN THE ONE MONTH IMMEDIATELY PRECEDING THE CLAIM. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

THE TERMS OF THIS SECTION 19 PREVAIL NOTWITHSTANDING ANYTHING THAT MAY BE CONSTRUED TO THE CONTRARY ELSEWHERE IN THESE TERMS.

THE PARTIES AGREE THAT THE ABOVE PROVISIONS FAIRLY ALLOCATE THE RISK BETWEEN THE PARTIES, WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS, AND AS A CONSEQUENCE THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

20. Term and Termination

20.1 Term. Except for all provisions which, by their nature, survive any termination or non-renewal of your User account and all provisions which are otherwise expressly identified as surviving in the Terms, these Terms continue for as long as you have a access to our Service.

20.2 Termination.

20.2.1 Termination for Cause. We may terminate or suspend your User account and your access and use of the Service for cause, immediately and without notice or obligation to you if: (a) you fail to provide updated credit card or accurate credit card information after requested to do so, or you otherwise fail to pay any charges for your Paid User when due, (b) you violate or fail to comply with any provision of the Terms, (c) your Content is infringing or violates the rights of any third party, (d) you failed to provide true or accurate information in connection with your account registration or a subsequent User upgrade or renewal, (e) you fail to meet the Eligibility Criteria at any time or it is discovered that you did not meet the Eligibility Criteria at the time of your account registration, (f) you have misused the Service or violated the acceptable use provisions or other provisions of these Terms, or (g) as required by applicable law. You understand that upon any termination for cause, you will not be entitled to any refund of amounts paid by you, regardless of whether such amounts were for a Paid User Subscription Term that is then-unused, and you will not be entitled to retrieval of any of your Content or other information. You further understand that upon any termination for cause, you will have no access, nor right of access, to your account, your Content or any features of the Service, including but not limited to your Dashboard, My Content, and Profile.

20.2.2 Termination for Convenience. You understand that we may close or terminate the Service at any time for convenience with or without notice. In that event, there will be no credit, refund or remedy offered to you or to any individual User account. In that event, we will use reasonable efforts to notify all affected Users of the closure or termination of the Service.

20.3 Effect of Termination.

20.3.1 Survival. All provisions of the Terms which, by their nature, should survive will continue indefinitely in full force and effect after the termination of your User or account. In addition, all defined terms, disclaimers and the following sections of this TOS will survive any termination or expiration of your User: 14 through 19, this Section 20.3, and Sections 21-26.

20.3.2 Effect on your Content. Upon any termination of your User, you will lose access to the Service, your account, your Content, your profile, your connections on LawDesk360, and all associated features of the Service. In that event, we have no obligation to provide your Content and do not promise that your Content will be retrievable.

21. Compliance with laws.

You understand that you are responsible for compliance with all laws, regulations, including any rules of professional ethics to which you may be bound, associated with your access to and use of the Service, contribution of your Content or any other material, and interactions with other Users, including but not limited to those laws governing intellectual property. You acknowledge that the Service and your use of the Service or certain activities on the Service may or may not comply with laws, regulations or rules applicable to you and that you are responsible for evaluating your own compliance obligations and ensuring those obligations are met. Your use of the Service, including any associated built-in software, is subject to your compliance with export and re-export control laws and regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any of the Service to any end-user without first obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including access to the Service.

22. Miscellaneous

22.1 Entire Agreement; Order of Priority. The Terms constitute the entire agreement between LawDesk360, including its organizational owner or parent company, and you regarding your User account and use of the Service and supersedes any and all prior understandings or agreements, oral or written, between you and us relating to the Service, your User account, access to, and use of the Service. You understand that your User account is governed by these TOS. In the event of any conflict between a provision of these TOS and a provision of any third party terms, these TOS shall govern and prevail in all respects but the third party terms shall govern solely as to the use of the applicable Third Party Service.

22.2 No Assignment or Transfer. We may assign, transfer, or otherwise dispose our rights and obligations under the Terms, in whole or in part, at any time without notice. We may also assign the Terms to any third party for any or no reason. You may not assign or transfer your User account and you may not assign, transfer or otherwise dispose of your rights and obligations under the Terms, in whole or in part, at any time. The Terms shall be binding upon and shall inure to the benefit of the parties and their heirs, and permitted successors and assigns.

22.3 Waiver. The failure of either party to insist upon or enforce strict performance of any of the provisions of the Terms or to exercise any rights or remedies under the Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance.

22.4 Section Titles. The section titles and headings in the Terms are for convenience only and shall not be considered in its interpretation or having any legal or contractual effect whatsoever.

22.5 No Third Party Beneficiaries. You and we are not legal partners or affiliates but are independent contractors. The Terms are solely for the benefit of you and us and there shall be no third party beneficiaries except for our organizational owner of LawDesk360, our permitted successors and our affiliates, suppliers and licensors. You acknowledge that the organizational owner of LawDesk360 has the right to directly enforce the these TOS and to operate, suspend, terminate, close, modify, maintain, or enhance the Service, your User account or any other User accounts or Enterprise accounts with which your account or any other may be associated.

22.6 Severability. If any provision of the Terms is held to be invalid, illegal or unenforceable, you and we agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect our original intentions, and that the remaining provisions shall remain in full force and effect.

22.7 Issues. Any dispute you wish to raise must be filed within one year. You must bring any claim related to the Terms within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If your claim is not filed in time in accordance with this Section 22.7, you understand that the claim is permanently barred.

22.8 Dispute Resolution. If a dispute arises out of or relates to your use of the Service, the Terms, or any breach of the Terms, and if such dispute cannot be settled through negotiation, you and we agree to first attempt, in good faith, to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to arbitration, litigation, or some other method of dispute resolution, provided, however, that nothing in this Section shall in any way dilute, waive, limit, or preclude our right to exercise any and all self-help remedies available to us under the Terms, including but not limited to rights to suspend or terminate your account. In addition and regardless of the above, we reserve our right to protect our intellectual property interests in the event of any actual or alleged infringement, misappropriation or misuse of the Service, our content or materials on the Service, or any of our other intellectual property or Confidential Information.

22.9 Governing Law. You are entering into these Terms with LawDesk360 and its organizational owner with an address in California as listed below. These Terms, including any and all claims for breach, shall be governed by and interpreted in accordance with the laws of the State of California, U.S.A., without regard to its principles regarding conflicts of law. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for San Mateo County, California, USA, for all disputes arising out of or relating to these Terms.

23. Contact Us and Notices

We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you via email at the email address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service. You may provide legal notice to us via email to info@lawdesk360.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: LawDesk360, Attention: Legal Operations, c/o P.O. Box 103, San Carlos, California 94070. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

24. TOS Updates and Effective Date

The provisions contained within this TOS and all Terms are deemed to be in full force and effect, and this TOS was last revised and updated as of February 8, 2019.