TERMS OF SERVICE AGREEMENT FOR APPCLOSE PRO

AppClose Pro is the web application that AppClose, Inc. (the “Company” or “AppClose”) makes available to family law professionals for communicating with co-parents and, with the consents and authorizations described in Section 4, for monitoring activity and accessing records within the AppClose platform. These Terms of Service for Professionals (“Pro Terms”) govern your use of AppClose Pro. By accessing or using AppClose Pro, you agree to be bound by these Pro Terms. If you do not agree, do not use AppClose Pro.

These Pro Terms incorporate by reference our Subpoena Policy, as it may be amended from time to time, and any additional terms and conditions posted by the Company through AppClose Pro or otherwise made available to you. Together with these Pro Terms, those documents form a binding agreement between you and the Company regarding your use of AppClose Pro (the “Agreement”).

Our Privacy Policy describes how we collect, use, and share information. It applies to AppClose Pro Users as well as to AppClose Users. Our Consumer Health Data Privacy Policy describes how we handle consumer health data under the Washington My Health My Data Act; as that policy explains, a family law professional using AppClose Pro in the course of their work is acting in an employment capacity and is not a consumer under that Act, but consumer health data of the AppClose Users whose records you access is covered by it. Both documents are provided to you as notices. They are not incorporated into this Agreement, and your acceptance of these Pro Terms is not consent to any processing for which applicable law requires your separate consent.

AppClose Users — the co-parents who use the AppClose mobile application and website — are governed by the AppClose Terms of Service. Those terms are not part of this Agreement and you are not a party to them. Where these Pro Terms and the AppClose Terms of Service describe the same practice, they are intended to be read consistently. A reference in these Pro Terms to a section of the AppClose Terms of Service or of the Privacy Policy is a reference to that document as it is in effect at the time.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES (UNLESS YOU OPT OUT AS PROVIDED IN SECTION 22.5) THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. SEE SECTION 22 BELOW.

Definitions

In these Pro Terms, capitalized terms have the meanings set out below. Additional terms are defined in context. Capitalized terms used but not defined in these Pro Terms have the meanings given to them in the AppClose Terms of Service.

“Account” means a registered profile associated with an AppClose User for accessing and using the Platform, as defined in the AppClose Terms of Service.

“Account Activity” means information generated by an AppClose User by using the Platform, including Call Detail Records, Call Recordings, text messages, photos, requests, calendar entries, expenses, check-ins, notes, and any other information an AppClose User creates when using the Platform.

“Affiliated Entities” has the meaning assigned in Section 17.

“Agreement” has the meaning assigned in the preamble above.

“App” means the AppClose® mobile application (iOS and Android versions) used by AppClose Users.

“AppClose Pro” means the integrated web application through which Professionals communicate with co-parents and, with appropriate consents and authorizations, monitor user activities and access records.

“AppClose Pro Account” means a registered profile associated with a Professional for accessing and using AppClose Pro.

“AppClose Pro User” means a Professional who holds an AppClose Pro Account.

“AppClose Terms of Service” means the AppClose, Inc. Terms of Service Agreement that governs the use of the Platform by AppClose Users.

“AppClose User” means a natural person who accesses or uses the Platform under the AppClose Terms of Service.

“Call Detail Records” means the date, time, participants, duration, and similar usage and diagnostic information for a call; it does not include call content or transcripts.

“Call Recording” means a recording of an audio or video call made with the consent of all participants. A Call Recording may include a transcript where requested within the supported time period and language.

“Certified Records Export” means a User-initiated export of records in PDF form, certified by the Company as business records, as described in Section 4.4 of the AppClose Terms of Service and in the Subpoena Policy.

“Client Records” means the records of Account Activity, and any Certified Records Export or Uncertified Records Export, of a Connected Client or of a co-parent circle, to which you have been given access through AppClose Pro.

“Communications” means any notices, messages, alerts, or other information that we may send you in connection with your use of AppClose Pro, including by email, SMS/text message, in-app official chat, push notification, or other electronic means.

“Company”, “we”, “us”, or “our” refers to AppClose, Inc.

“Compelled Disclosure” has the meaning assigned in Section 6.

“Connected Client” means an AppClose User who is a client of yours and with whom you connect in AppClose Pro.

“Consumer Health Data Privacy Policy” means theAppClose Consumer Health Data Privacy Policy. It is a notice and is not part of the Agreement.

“Exportable Records” means the records of Account Activity that the records-export feature of the Platform makes available for export as a Certified Records Export or an Uncertified Records Export — chats (including the text and images in them), Call Detail Records, requests, expenses, and check-ins — together with the in-app session records associated with the Account. Calendar entries, personal notes, Call Recordings and transcripts, profile information (including the information in a child’s profile), shared contacts, and Sign-up Data are not Exportable Records. No User can modify or delete an Exportable Record, as further described in Section 5.2.

“Items” has the meaning assigned in Section 17.

“PHI” is individually identifiable health information related to a person’s health, healthcare, or payment for healthcare.

“PII” means information that can be used to identify an individual, either directly, or indirectly when combined with other data.

“Platform” means, collectively, the Site, the App, AppClose Pro, and any related services, features, content, or technology provided by the Company.

“Privacy Policy” means the AppClose Privacy Policy. It is a notice and is not part of the Agreement.

“Professional” means an attorney, barrister, solicitor, court-appointed therapist, mental health professional, or guardian ad litem, or a government employee directly engaged in the oversight of family law cases, or a paralegal or other nonlawyer working under the supervision of one of them, in each case acting in a professional capacity and subject to obligations of confidentiality with respect to any co-parent client.

“Services” means the professional features of AppClose Pro and any related services provided to Professionals.

“Services Material” has the meaning assigned in Section 8.1.

“Site” means appclose.com and the full featured web application at appclose.com.

“Subpoena Policy” means the AppClose Certified Records and Subpoena Policy describing how the Company responds to subpoenas, court orders, and other legal process, and provides Certified Electronic Business Records.

“Twilio” means Twilio Inc., our communications-infrastructure provider.

“Uncertified Records Export” means Exportable Records that a User may export from time to time from their Account.

“User” means an AppClose User or an AppClose Pro User, as the context requires.

“User Content” has the meaning assigned in Section 10.

“you” or “your” refers to the Professional who accesses or uses AppClose Pro.

1. Description of AppClose Pro

AppClose Pro has various features for Professionals and integrates with the App and the Site used by AppClose Users, so that a Connected Client can communicate with you through the Platform without either of you revealing a personal telephone number. With the consents and authorizations described in Section 4, AppClose Pro also allows you to monitor activity in a co-parent circle and to access, verify, and download records of Account Activity.

The Company may modify AppClose Pro, and may add, change, or remove any feature or functionality of it, at any time and for any reason, with or without notice. The Company may also suspend access to AppClose Pro, in whole or in part, where suspension is necessary for maintenance, security, or legal reasons. Future software updates may incorporate additional features.

AppClose Pro is provided only as a web application. It is not distributed through the Apple App Store, Google Play, or any other app store, and there is no mobile application version of AppClose Pro.

AppClose Pro is a communication and records platform. It is not a case management system, a system of record for your practice, or a substitute for the files and records you are required to create and maintain under your own professional obligations. You should not rely on AppClose Pro as the only copy of anything you are required to keep.

2. Eligibility; Professional Status and Responsibilities

2.1 Eligibility. AppClose Pro is for adults. If you are under 18, do not create an AppClose Pro Account and do not use AppClose Pro. An AppClose Pro Account may be held only by an individual Professional who is at least 18 years old and has the legal capacity to enter into this Agreement, and by creating an AppClose Pro Account you represent that you meet these requirements.

2.2 Professional status. You represent and warrant that you are a Professional; that you are validly licensed, admitted, appointed, or otherwise qualified to act in that capacity in each jurisdiction in which you use AppClose Pro; that you are in good standing; and that you are subject to obligations of confidentiality with respect to any co-parent client. You will notify us promptly at legal@appclose.com if any of these ceases to be true, and you will stop using AppClose Pro if you are no longer qualified to act as a Professional.

2.3 Your professional obligations are your own. You are solely responsible for complying with the rules of professional conduct, licensing rules, evidentiary rules, and other legal and ethical obligations that apply to you and to your practice, including obligations of competence, confidentiality, supervision, candor to tribunals, and reasonableness of fees. The Company does not supervise your practice, is not a party to your engagement with any client, and does not provide legal, financial, accounting, medical, or other professional advice. Nothing in AppClose Pro or in this Agreement creates an attorney-client, therapist-patient, or other professional relationship between you and the Company.

2.4 Consents and authorizations. Your access to Client Records depends on consents and authorizations given by AppClose Users within the Platform, as described in Section 4 of these Pro Terms and in Sections 4.2 and 4.6 of the AppClose Terms of Service. You are separately responsible for obtaining and maintaining any consent, authorization, waiver, release, or court authority that your own professional or legal obligations require before you access, use, disclose, or retain Client Records, including any consent required from a person who is not your client. You may not use AppClose Pro to obtain access to records that you are not authorized to see.

2.5 Personnel you supervise. Each AppClose Pro Account is for one (1) Professional. Any individual you supervise who needs access to AppClose Pro, including a paralegal or other nonlawyer, must register a separate AppClose Pro Account in their own name and is a Professional under this Agreement by virtue of your supervision. You are responsible for ensuring that individuals you supervise comply with this Agreement and with the guidelines in Section 15.4, and their access to any Client Records depends on the same consents and authorizations as yours.

2.6 HIPAA. The Company is not a covered entity or a business associate under the Health Insurance Portability and Accountability Act (“HIPAA”), and the Company does not act as your business associate. If your own use of AppClose Pro would require a business associate agreement or an equivalent arrangement, do not enter PHI that is subject to HIPAA into AppClose Pro; contact us at legal@appclose.com first. This Section does not affect PHI that an AppClose User chooses to communicate through the Platform, which is handled as described in the Privacy Policy.

3. Registration and Account Security

3.1 Registration. The Company may require that you become a registered user in order to access or benefit from AppClose Pro. Registration requires that you provide the Company with accurate and complete registration information. When you register for an AppClose Pro Account you will be asked to provide your first name, last name, work email address, phone number, city, state, and zip code, and your occupation. You may optionally enter and edit certain information about your company and your practice. You agree to keep this information accurate and current. Section 7.2 of the Privacy Policy describes this information and how we handle it.

3.2 Profile visibility. You decide whether your personal and firm information is visible to and searchable by the AppClose user base, and you may change that choice at any time in your AppClose Pro settings.

3.3 Account security. You are responsible for all use of AppClose Pro through your AppClose Pro Account and for safeguarding your access credentials to prevent unauthorized access. We authenticate users based on login credentials; we cannot determine the identity of the person actually accessing an account. You may not share your access credentials. If you believe there has been a breach of security such as the disclosure, theft, or unauthorized use of your AppClose Pro Account, you must notify us immediately by email at support@appclose.com. Please also read our Privacy Policy for further information.

4. Access to Client Records

4.1 How access arises. You obtain access to Client Records in one of two ways: (i) an AppClose User connects with you directly in AppClose Pro as a Connected Client, in which case your chats with that client are visible only to you and to that client; or (ii) a co-parent invites you into a co-parent circle and you accept the invitation. In either case access is given by the AppClose User, within the Platform, and is subject to the consents described in Sections 4.2 and 4.6 of the AppClose Terms of Service. The Company does not grant you access to any AppClose User’s records on its own initiative.

4.2 Scope and duration of circle access. If you are invited as an AppClose Pro User to a co-parent circle and you accept the invitation, you will be able to monitor, but not participate in, the chats in that circle through the date that the inviting co-parent designates. If all parties to a group chat agree to invite you, you will also be able to participate in that group chat. Your access ends on the date the inviting co-parent designated, or earlier if that co-parent withdraws it. You may not use, retain, or disclose Client Records beyond what the consents you were given, and your own professional obligations, permit.

4.3 What access does and does not reach. Access to a co-parent circle reaches the chats and other Account Activity that the members of that circle have shared in common in that circle. It does not reach chats between a co-parent and another AppClose Pro User to whom that co-parent has linked directly in a one-to-one link, information that a User has shared only with a particular member of the circle, or the records of any other AppClose User. It does not reach Call Recordings or the transcripts of recorded calls. Those are available only to the participants in the call, who download them through a separate feature in the App; AppClose Pro does not make them available to you, and neither access to a circle nor a consent given under Section 4.1 changes that. If you need a Call Recording or a transcript, ask the client to download it and provide it to you. It also does not reach a client’s child profiles or the child information a client keeps in the App (reminders, medical, measurements, education, childcare providers, and notes); those are not shared through AppClose Pro. An AppClose User may in any event export their own records and provide them to you, to a court, or to anyone else directly; access through AppClose Pro expedites sharing that the User could accomplish in any event.

4.4 Certified Records Exports. A Certified Records Export contains the User-designated types of records of Account Activity within the User-selected date range. A Certified Records Export is a PDF file that contains the exported records together with a certification of those records as business records, signed electronically by the Company’s records custodian. The Subpoena Policy describes the form of that certification, the evidentiary rules the Certified Records Export is designed to address, and the measures applied to the export file to identify its source and reveal alteration. The Company may update the Subpoena Policy from time to time. Each Certified Records Export bears a unique identifier (“Export ID”). Entering an Export ID in AppClose Pro confirms only that a Certified Records Export bearing that Export ID exists in our system; it does not verify the contents of the export. A Certified Records Export does not include Call Recordings or transcripts.

4.5 Uncertified Records Exports. An Uncertified Records Export contains the User-designated types of records of Account Activity within the User-selected date range. It is not certified by the Company. It does not include Call Recordings or transcripts. Those are not Exportable Records and so cannot form part of any records export, although the participants in the call may still download them, as described in Section 4.3.

4.6 Evidentiary status. Call Recordings and transcripts, which you may receive from a client rather than through AppClose Pro, Uncertified Records Exports, and any PDF copy of records that the Company provides to an AppClose User on request are not certified records that we authenticate, verify, or certify as to accuracy, completeness, or origin. Such materials may be offered in various legal proceedings, but they are subject to different evidentiary standards, including chain of custody and authentication. The foundation that must be laid for their admissibility is determined by the applicable court or other tribunal.

4.7 Your responsibilities for Client Records. Client Records may contain PII, PHI, information about children, and other sensitive information belonging to people who are not your clients, including the other co-parent. You are responsible for handling Client Records in accordance with your professional obligations and applicable law, for limiting your use and disclosure of them to the purpose for which access was given, and for the security of any copy that you download or store outside the Platform. Once a record leaves the Platform, the Company has no control over it. The Company does not review or redact Client Records — before making them available to you or when producing them under legal process — as described in Section 6.

5. Records, Retention, and Encryption

5.1 Records we keep for you. We store the information that you create in AppClose Pro, including the names of your Connected Clients, your chats with Connected Clients, requests from Connected Clients, and the calendar information, events, and notes that you enter. Because these records document your interactions with other parties and may reasonably be anticipated to be needed for legal proceedings, to respond to lawful requests, or for other legitimate purposes permitted by law, we retain them for as long as reasonably necessary to protect against, exercise, or respond to legal claims, and to comply with legal, regulatory, tax, accounting, and reporting obligations. That period may be indefinite, and it continues after your AppClose Pro Account is closed. This retention is at all times subject to applicable law, including data-protection law and any data-subject rights that apply. To the extent permitted by applicable law, you authorize the Company to retain those records as described in this Section.

5.2 Exportable Records cannot be altered or deleted. Account Activity generated by an AppClose User is encrypted when it is created and when it is stored, and the categories of Account Activity that make up Exportable Records are preserved with a documented chain of custody intended to support their evidentiary use. Call Recordings and their transcripts are an exception to the retention described in this Section. While a participant’s Account is open or in Read-Only Mode, each Call Recording, and any transcript of it, is deleted for that Account on the last day of the calendar month that is two (2) years after the calendar month in which the call was made; if the participant’s Account is closed or terminated, they are instead deleted for that Account three hundred sixty-five (365) days after closure or termination, as described in Section 3 of the AppClose Terms of Service and Section 4 of the Privacy Policy. No User can modify or delete an Exportable Record. An AppClose User who created and shared an expense entry may withdraw it; the original entry remains in the Exportable Records with all of its details and is displayed with a line through it to show that it was withdrawn. Your chats with a Connected Client, and the chats in a circle you have been invited into, are Account Activity of the AppClose Users concerned and are their records as well as part of your file. You cannot alter or delete them, and closing your AppClose Pro Account does not alter or delete them.

5.3 Decryption. The Company can decrypt an Exportable Record. Decryption is a tightly controlled process that occurs only (a) when decryption is required for the Company to produce records to comply with a proper subpoena, court order, governmental order, or other legally binding request; (b) when the Platform decrypts a record automatically, at a system level and only for as long as the operation takes, to deliver or display a record to a person who is entitled to view it through the Platform or through AppClose Pro, to produce a Certified Records Export or Uncertified Records Export requested by an authenticated User who is entitled to those records, or to process records through the AI features described in Section 15 at the direction of a User or of an AppClose Pro User who is entitled to view those records, in which case the decrypted copy is transient and is not retained by the system and the stored record remains encrypted; or (c) when decryption may be required for the Company to quarantine or delete Exportable Records on the grounds, and in the manner, described in Section 3 of the AppClose Terms of Service and Section 9 of the Privacy Policy. Apart from those grounds, the Company does not decrypt, view, or monitor communications, and it never decrypts them for advertising, profiling, or the training of artificial intelligence models. Any quarantine or deletion of an Exportable Record by the Company is recorded within the record itself, including within any Certified Records Export. The Company deletes an Exportable Record entirely from the system only if it is not legally permitted to quarantine it.

5.4 Retrieval. While your AppClose Pro Account is active, you may retrieve the information in it that you generated. Information generated by an AppClose User may be retrieved by that User in accordance with the AppClose Terms of Service. The Company does not charge you for records that you retrieve through AppClose Pro.

5.5 Confidentiality and privilege. Communications between you and a Connected Client through AppClose Pro are intended to be confidential and may be subject to attorney-client privilege or another applicable privilege. The Company does not view or monitor them, and stores them in an industry-standard secure electronic environment, encrypted as described in Section 5.2. The Company is not a party to any privilege, cannot assert or waive a privilege on your behalf, and the existence and scope of any privilege are determined by the applicable court or other tribunal. Section 6 describes what happens when the Company receives legal process.

6. Compelled Disclosure

Like any company, the Company is required by law to respond to subpoenas, which means that the records described in Section 5, including your chats with Connected Clients and Account Activity to which you have access, will be disclosed in accordance with a proper subpoena, court order, or other legal process, as described in our Subpoena Policy (“Compelled Disclosure”).

This paragraph concerns a Compelled Disclosure that seeks your own records. If we determine in good faith that such a Compelled Disclosure was not initiated by you or your counsel, we may either provide you written notice of it to give you or your counsel an opportunity to seek a protective order or other appropriate remedy, or, if legally permitted, confirm that you or your counsel has received notice of it. The Company gives notice of a Compelled Disclosure where applicable law requires it, but nothing in this Section otherwise obligates the Company to notify you of a Compelled Disclosure, to delay its response, to assert any privilege or objection on your behalf, or to oppose the process on your behalf. Asserting a privilege or an objection is the responsibility of you and of the person whose privilege it is.

We do not notify you of a Compelled Disclosure that seeks the records of a Connected Client or of any other AppClose User, even where the records produced include your communications with that client. A Compelled Disclosure directed at an AppClose User’s records is handled under the AppClose Terms of Service and our Subpoena Policy, and any notice of it is given to that User and not to you. The Company does not undertake to identify the Professionals connected to a User whose records are sought, and you should not rely on the Company to alert you that a client’s records have been requested.

The Company does not review Exportable Records or other Account Activity before producing them. It does not read them to see whether they contain PII, PHI, privileged material, information about children, or anything else, and it does not redact. Whether any material should be withheld, redacted, or produced under seal is determined through the legal process by the parties to it and by the applicable court or other tribunal, and not by the Company.

Some investigations conducted by government agencies (for example, a law enforcement agency) may require that the Company not inform you that a Compelled Disclosure is in process. You agree to hold the Company harmless for complying with a proper subpoena, court order, or other legal process, and for not disclosing a Compelled Disclosure to you, whether because the Company is ordered or legally required not to do so or because this Section does not provide for notice to you.

Where applicable law permits or requires it, the Company may also disclose your registration information and AppClose Pro Account status to law enforcement in response to a valid legal request, where the Company reasonably believes disclosure is necessary to prevent an imminent risk of death or serious physical injury to any person, or to investigate suspected fraud against, or unlawful use of, the Platform. Because Account Activity is encrypted and may be decrypted only on the grounds described in Section 5.3, disclosure of the content of Account Activity requires legal process.

7. Account Closure and Termination

7.1 Closure by you. You may close your AppClose Pro Account at any time through your AppClose Pro settings or by contacting us at support@appclose.com. Closing your AppClose Pro Account ends your access to AppClose Pro and to any Client Records you had access to through it. It does not delete the records described in Section 5.1, and it does not delete, alter, or affect any Exportable Record or other record of an AppClose User. If you later want to use AppClose Pro again you may register again; a new AppClose Pro Account does not restore your access to Client Records, which depends on new consents and authorizations from the AppClose Users concerned. Download anything you need to keep before you close your AppClose Pro Account.

7.2 Suspension and termination by us. We may suspend or terminate your AppClose Pro Account, or any part of the Services, if (i) we are required to do so by law or by a court or governmental order; (ii) you cease to be a Professional, or cease to be validly licensed, admitted, appointed, or otherwise qualified to act as one; or (iii) your AppClose Pro Account is used in a manner that creates a risk of harm to an AppClose User or to a child. Except where prohibited by law or where immediate action is necessary to prevent harm, we will give you notice and, where the circumstance is capable of being cured, a reasonable opportunity to cure before we terminate your AppClose Pro Account. We may decline to provide the Services to any person whose AppClose Pro Account was terminated under this Section. Section 7.1 describes what closure does and does not change; the same applies to an AppClose Pro Account that we terminate.

7.3 Survival. The following provisions survive any closure or termination of your AppClose Pro Account: Section 4.7 (Your Responsibilities for Client Records), Section 5 (Records, Retention, and Encryption), Section 6 (Compelled Disclosure), Section 7 (Account Closure and Termination), Section 8 (Trademark and Copyright Information), Section 10 (User Content), Section 15.2 (Where the Models Run), Section 16 (No Professional Relationship; No Advice), Section 17 (No Warranties), Section 18 (Limitation of Liability), Section 19 (Indemnity), Section 21 (No Waiver), Section 22 (Governing Law; Dispute Resolution), Section 23 (General Provisions), and Section 24 (Entire Agreement), together with any other provision that by its nature is intended to survive.

8. Trademark and Copyright Information

8.1 Services Material. All material within AppClose Pro, including, but not limited to, text, data, graphics, logos, button icons, images, audio and video content, Company links, digital downloads, data compilations, and software (individually and collectively, the “Services Material”) is owned by, controlled by, licensed to, or used with permission by the Company and is protected by copyright, trademark, and other intellectual property rights. The Services Material is made available solely for your use of AppClose Pro in your professional practice and, except for being used within AppClose Pro, may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the express prior written consent of the Company in each instance. Client Records and User Content are not Services Material; your use and disclosure of them are governed by Sections 4 and 10.

8.2 Copyright complaints (DMCA). We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. If you believe that material available through AppClose Pro infringes a copyright you own or control, send a written notice to our designated agent that includes: (i) a physical or electronic signature of the copyright owner or a person authorized to act on the owner’s behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material claimed to be infringing, with information reasonably sufficient to permit us to locate it; (iv) your name, address, telephone number, and email address; (v) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the owner’s behalf.

Designated agent: Copyright Agent, AppClose, Inc., 5000 Plaza on the Lake, Suite 300, Austin, TX 78746; telephone: 888-567-0727; email: dmca@appclose.com.

If you believe that material of yours was removed or disabled by mistake or misidentification, you may send a counter-notice to the same agent containing the elements required by 17 U.S.C. § 512(g)(3). We will, in appropriate circumstances, terminate the accounts of users who are repeat infringers. Please note that under 17 U.S.C. § 512(f) you may be liable for damages if you knowingly make a material misrepresentation in a notice or counter-notice.

9. Limited License

The Company grants you a limited, personal, non-exclusive, non-transferable, revocable right and license to access and use AppClose Pro and its underlying software, rightfully obtained by you under this Agreement, for use in your professional practice and for access to and use of the functionality of AppClose Pro. Such license is subject to these Pro Terms, and is specifically conditioned upon the following: (i) you may not copy, distribute, share, modify, or otherwise make derivative uses of AppClose Pro or its software or any portion thereof; (ii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in AppClose Pro; (iii) you may not use any data mining, robots, or similar data gathering or extraction methods; and (iv) you may not use AppClose Pro other than for its intended purpose. Except as may be granted in writing by the Company to you, no Services Material may be, without limitation, reproduced or stored in, or transmitted to, any other electronic storage device not expressly authorized by the Company, and no Services Material may be disseminated in any form, either electronic or non-electronic, nor included in any retrieval system or service without the prior written permission of the Company. Except as expressly permitted in this Agreement, any use of any portion of the Services Material without the prior written permission of the Company is prohibited and will terminate the license granted herein. Other than the limited license in this Section 9, nothing in these Pro Terms may be construed as conferring any intellectual property rights to you.

10. User Content

All materials of any kind generated via AppClose Pro or online by you, or through any third party accessing your AppClose Pro Account, access by any third party to your AppClose Pro Account being prohibited under Section 3.3, including without limitation any information, data, text, messaging text, images, photographs, recordings, financial information, calendar events, notes, user data, or other personal information and materials uploaded or transmitted by you, are considered individually and collectively “User Content”. The Company does not own, review, or have any control over User Content, and is not responsible for any use or misuse (including any distribution) of User Content by you or any third party.

You retain all ownership rights in and to your User Content. By creating or submitting User Content of any nature, you represent and warrant that you own, or have obtained all rights, consents, and permissions necessary to submit, your User Content and to grant the license below, including any consent required from a client or from a person who is not your client. You hereby grant the Company a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, sublicensable (solely to service providers acting on our behalf) license to your User Content for the Company to store, transmit, display, and remove, all in accordance with this Agreement and the Privacy Policy, and otherwise to distribute your User Content to the person or persons that you have selected to receive it.

User Content that forms part of an Exportable Record cannot be altered or deleted by any User, including you. The Company quarantines or deletes an Exportable Record only on the grounds described in Section 5.3, other than the deletion of Call Recordings and transcripts described in Section 5.2.

11. Third Party Products

AppClose Pro may make available listings, descriptions, and images of goods or services, as well as references and links, to third party products or services (“Products”). The availability of any listing, description, or image of a Product does not imply the Company’s endorsement of that Product or affiliation with its provider. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such listings, descriptions, or images, including any features, specifications, and prices contained in them. Such information and the availability of any Product are subject to change at any time without notice.

12. No Charge for AppClose Pro

There is no charge to Professionals for the use of AppClose Pro. Access to AppClose Pro and to its features is provided at no cost; you are not required to purchase a subscription or to pay any fee in order to register for or use an AppClose Pro Account.

13. Electronic Communications and Notices

13.1 Transactional Communications. We may send you transactional or service-related Communications such as notices about your AppClose Pro Account, security alerts, notices that a Connected Client has connected with you or that access to a circle has been given or has ended, updates to the Platform to ensure that you are using a supported version, updates about the Services, and updates to these Pro Terms or the Privacy Policy (“Transactional Communications”). You consent to receive Transactional Communications electronically. Because Transactional Communications are necessary to provide the Services and administer your AppClose Pro Account, you may not opt out of them while your AppClose Pro Account is active. Your use of the content received through Communications is subject to these Pro Terms.

13.2 Promotional Communications. We do not currently send promotional Communications, such as newsletters, offers, surveys, or other marketing materials. If we do so in the future, we will obtain your prior express consent where applicable law requires it, your consent will not be a condition of using the Services, and every promotional Communication will include a means to opt out at no cost. Opting out of promotional Communications will not stop Transactional Communications.

13.3 Text messages. If you provide us with a mobile phone number, you agree that we may send Transactional Communications to that number by SMS or text message, including messages sent using an automatic telephone dialing system. Reply STOP to any message to stop receiving text messages from us. Message and data rates may apply and message frequency varies. Mobile carriers are not liable for delayed or undelivered messages. You represent that you are the subscriber or the customary user of any mobile number you provide, and you agree to update your AppClose Pro Account promptly if that number changes or is reassigned.

13.4 Electronic records and signatures. You consent to the use of electronic records and electronic signatures in connection with this Agreement and your use of AppClose Pro, under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law. You agree that all Communications and records that we provide electronically satisfy any legal requirement that such Communications or records be in writing, and that your electronic acceptance of this Agreement has the same legal effect as a handwritten signature. To access and retain electronic records, you need a device with internet access, a current web browser, an active email account, and the ability to view and save files in PDF format. You may withdraw your consent to receive records electronically, or request a paper copy of this Agreement or of any Communication that applicable law requires us to provide to you in writing, at no charge, by contacting us at support@appclose.com. This does not apply to Certified Records Exports, Uncertified Records Exports, or other records or content made available to you through AppClose Pro, which are available only in the electronic forms described in this Agreement. If you withdraw your consent, we may be unable to continue providing the Services to you, and we may close your AppClose Pro Account as described in Section 7. Withdrawal of consent takes effect only after we have had a reasonable opportunity to act on it, and does not affect the validity of records provided before that time. Please keep the email address and mobile number in your AppClose Pro settings current.

14. Support

The Company alone will maintain and support AppClose Pro as it sees fit. Please send all inquiries to support@appclose.com. To ensure accurate recordkeeping and consistent support, we handle support inquiries through Zendesk, our customer support platform that manages and tracks inquiries, support tickets and communications, and issue resolution. We do not offer live phone support; our support team responds promptly to support requests.

15. Artificial Intelligence

15.1 The AI features in AppClose Pro. AppClose Pro includes AI features that summarize a Connected Client’s records and activity, and that answer questions about, or find material within, those records. Those features operate only on the records that the Connected Client has chosen to share with you — the categories and date range of records the client selected — and only while the client’s authorization remains in effect. They do not reach records the client has not shared or the records of any other User, and they cannot be used after the authorization ends. What they produce is not retained as part of anyone’s Exportable Records.

15.2 How the AI features handle client information. The AI features in AppClose Pro process the records that a Connected Client has shared with you, and the prompts that you enter, as written, using a large language model operated by a third-party provider. The provider processes that content only on the Company’s instructions and only to return the result to you within AppClose Pro; it does not store the content beyond the request and does not use it to train models. Neither the prompts that you enter nor the client data entered in AppClose Pro are used to inform any other matter or any other user’s matter. We do not allow any partner or third party to use your data, or your clients’ data, to train its own models, and we do not use the content of Account Activity, or the information stored in AppClose Pro, to train artificial intelligence models. We may, however, use aggregated and de-identified analytical data to update, modify, or otherwise improve the Services. Section 5 of the Privacy Policy describes these practices in the same terms.

15.3 The limits of AI output. Artificial intelligence is a rapidly evolving field. Although we are always working to improve the Services, the output from AI features is based on machine learning and may not always be accurate, complete, or available. You should not rely on any such output as a sole source of truth or factual information, or as a substitute for professional judgment or professional advice. It is your responsibility to evaluate the output of any AI feature for accuracy and appropriateness for your use case, including using human review as appropriate, before using, modifying, or otherwise releasing that output.

15.4 Professional and ethical considerations. When using our AI features, Professionals should also consider several important ethical implications:

Data privacy. Consistent with the duty of confidentiality, ensure that sensitive client information is securely protected, including any output that you download or store outside the Platform. The Company adheres to strict data privacy standards, as described in Section 15.2 and in the Privacy Policy.

Bias awareness. Be mindful of potential biases in AI outputs. AI recommendations should be reviewed critically to ensure fairness and objectivity.

Professional judgment. Our AI should be used to enhance your practice, not as a replacement for professional judgment. AI can support and streamline tasks, but should complement, not replace, your independent professional judgment.

Accuracy. Consistent with the ethical duty of honesty and the duty of candor to tribunals, it is important to verify that document and matter summaries are accurate and reliable. Generative AI and other AI tools are probabilistic tools based on machine learning and can produce factually and legally inaccurate content, including, in the case of legal research, hallucinated case references. Generative AI models may have a data cutoff date, and unless a model can retrieve current sources it may omit information about recent cases, statutes, and the like. Always cross-check AI-generated information against your own legal and professional expertise. For U.S. attorneys, some courts have issued standing orders that include a requirement to file certifications to the effect that all filings that use generative AI have been validated for accuracy through traditional (non-AI) legal sources. Even without standing orders, some courts will impose sanctions for the misuse of generative AI in litigation.

Other duties. Ensure that the people that you supervise, including nonlawyers supervised by attorneys, also adhere to these guidelines. For attorneys, AI must also be used consistently with an attorney’s obligation to charge a reasonable fee.

16. No Professional Relationship; No Advice

AppClose Pro may provide links to, or information about, third party products and services. AppClose Pro does not constitute or provide any financial, legal, accounting, medical, or other professional advice, and the Company does not endorse any legal or other professional listed or reachable through the Platform. The Company is not a party to your engagement with any client, does not supervise your practice, and does not assume any of your professional obligations.

17. No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOUR USE OF APPCLOSE PRO, INCLUDING WITHOUT LIMITATION ANY ARRANGEMENTS MADE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM OR THROUGH ANY CONTENT OR USER CONTENT, IS AT YOUR SOLE RISK, AND YOU ACKNOWLEDGE AND AGREE THAT APPCLOSE PRO AND ANYTHING CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, SERVICES MATERIAL, USER CONTENT, CLIENT RECORDS, SOFTWARE, SOFTWARE APPLICATIONS, THIRD PARTY SOFTWARE, PROFESSIONAL PROFILES AND CONTACT INFORMATION (THE “ITEMS”) ARE PROVIDED “AS IS” AND THAT THE COMPANY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ITEMS, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH THE COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

While we try to maintain the timeliness, integrity, and security of AppClose Pro, we do not guarantee that AppClose Pro is or will remain updated, complete, correct, or secure, or that access to it will be uninterrupted. AppClose Pro may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to AppClose Pro. If you become aware of any such alteration, contact us at support@appclose.com with a description of the alteration and its location.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, THE COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE APPCLOSE PRO OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH APPCLOSE PRO OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING APPCLOSE PRO; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (A) $100.00; OR (B) THE TOTAL AMOUNT YOU PAID TO THE COMPANY, IF ANY, DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT.

ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH THE COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

Nothing in this Section excludes or limits liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, or for any other liability that cannot lawfully be excluded or limited.

BY ACCESSING APPCLOSE PRO, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

19. Indemnity

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company and the Affiliated Entities from and against any claims, actions, demands, expenses, liabilities, costs, debts, and damages (including legal and professional fees) asserted by any third party arising from your use or attempted use of AppClose Pro (including all User Content), any third party’s unauthorized access to AppClose Pro via your AppClose Pro Account, your access to, use of, disclosure of, or failure to secure any Client Records, your violation of any professional or ethical obligation applicable to you, or your violation of any law, including without limitation laws governing intellectual property or privacy rights, or your violation of the terms and conditions of this Agreement.

20. Changes to These Pro Terms

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including through Communications and/or by posting a revised Agreement, terms, or policies on the Site or in AppClose Pro. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Where applicable law requires advance notice of a particular change, or your separate consent to it, we will give that notice or obtain that consent before the change takes effect with respect to you. Changes to the Privacy Policy and the Consumer Health Data Privacy Policy are made under those documents; your continued use of AppClose Pro is not consent to a change in how we handle consumer health data, or any other information for which applicable law requires your separate consent.

Changes take effect when we post the revised Agreement or otherwise notify you of them, and your use of AppClose Pro after that time constitutes your acceptance of them. This does not affect a right that this Agreement expressly gives you to reject a particular provision by notice to us, such as the right to opt out of arbitration under Section 22.5, or any right that applicable law gives you to decline a particular term. Any such right applies only to the provision it concerns and only to the extent this Agreement or applicable law provides. It is not a right to reject a change to this Agreement generally, and the remainder of the Agreement continues to apply to you. The “Last Updated” legend above indicates when this Agreement was last changed.

21. No Waiver

No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition under this Agreement, and no act, omission, or course of dealing, or course of performance by the Company, operates as a waiver or estoppel of any right, remedy, or condition, nor shall the waiver by the Company of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

22. Governing Law; Dispute Resolution

We hope we never get into any disputes with you but just in case, here are some things that would apply:

22.1 GOVERNING LAW. THESE PRO TERMS AND THE INTERPRETATION OF THESE PRO TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

22.2 VENUE. For any claim or dispute between you and the Company that is not subject to arbitration under this Section 22, or as to which arbitration is found not to apply, you and the Company consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, and each party waives any objection to that forum on the ground of inconvenient forum or lack of personal jurisdiction. This Section does not apply to a claim brought in small claims court.

22.3 PROFESSIONALS OUTSIDE THE UNITED STATES. If you reside or practice outside the United States, the arbitration agreement, the class-action waiver, the choice of Texas law, and the limitation period in this Section 22 apply only to the extent permitted by the law of your country of residence or practice, and nothing in this Agreement limits any non-waivable right you have under the law of that country. Section 25 sets out additional terms for Professionals outside the United States.

22.4 NOTICE OF DISPUTE; ARBITRATION OF DISPUTES. BEFORE EITHER PARTY MAY BEGIN ARBITRATION, THAT PARTY MUST FIRST SEND THE OTHER A WRITTEN NOTICE OF DISPUTE DESCRIBING THE CLAIM, THE RELIEF SOUGHT, AND THE NAME AND CONTACT INFORMATION OF THE PARTY BRINGING IT. YOU MAY SUBMIT COMPLAINTS AND NOTICES OF DISPUTE TO LEGAL@APPCLOSE.COM. WE WILL SEND OUR NOTICE OF DISPUTE TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR APPCLOSE PRO ACCOUNT. IF THE DISPUTE IS NOT RESOLVED WITHIN 60 DAYS AFTER THE NOTICE OF DISPUTE IS RECEIVED, EITHER PARTY MAY PURSUE THE CLAIM AS PROVIDED BELOW. THE 60-DAY PERIOD, AND ANY APPLICABLE LIMITATION PERIOD, ARE TOLLED WHILE THE PARTIES ATTEMPT TO RESOLVE THE DISPUTE. YOU UNDERSTAND AND AGREE THAT EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND THE COMPANY, AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, AFFILIATES, SUBSIDIARIES AND/OR RELATED COMPANIES ARISING OUT OF OR RELATING TO APPCLOSE PRO, THE USE OR ACCESS THEREOF, OR THESE PRO TERMS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION, WHICH, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES. BECAUSE APPCLOSE PRO IS PROVIDED TO YOU BY US IN INTERSTATE COMMERCE, THE FEDERAL ARBITRATION ACT (“FAA”) GOVERNS THE ARBITRABILITY OF ALL DISPUTES. HOWEVER, APPLICABLE FEDERAL OR STATE LAW MAY ALSO APPLY TO THE SUBSTANCE OF ANY DISPUTES. NOTWITHSTANDING THE FOREGOING, EACH PARTY RETAINS THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY’S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

22.5 YOUR RIGHT TO OPT OUT OF ARBITRATION. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 22.4 AND THE WAIVER IN SECTION 22.13. To opt out, send us written notice within thirty (30) days after the date you first accept these Pro Terms, either by email from the email address associated with your AppClose Pro Account to legal@appclose.com with the subject line “Arbitration Opt-Out,” or by mail to AppClose, Inc., Attn: Dispute Resolutions, 5000 Plaza on the Lake, Suite 300, Austin, TX 78746. Your notice must include your full name, the email address associated with your AppClose Pro Account, and a clear statement that you want to opt out of arbitration. Opting out applies only to the arbitration agreement and the class-action waiver; the rest of this Agreement continues to apply, and Sections 22.1, 22.2, and 22.3 will govern any dispute between you and the Company. Opting out will not affect your AppClose Pro Account or your use of AppClose Pro in any way, and we will not retaliate against you for opting out.

22.6 ARBITRATION RULES. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

22.7 ARBITRATION PROCESS. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form for a Demand for Arbitration at www.adr.org.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas and will be selected by the parties from the AAA’s roster of commercial dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

22.8 ARBITRATION LOCATION AND PROCEDURE. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. Unless you and the Company otherwise agree, any in-person hearing will be held in the county where you reside or in which you maintain your principal place of business. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and the Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

22.9 ARBITRATOR’S DECISION. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of Section 18 as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

22.10 FEES. Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules.

22.11 MASS OR COORDINATED FILINGS. If twenty-five (25) or more Demands for Arbitration raising similar claims are filed against the Company by or with the assistance of the same law firm or coordinated group of counsel within a ninety (90) day period, the parties agree that the demands will be administered in batches of no more than fifty (50) at a time. The AAA will treat each batch as a single case for the purpose of filing and administrative fees, will appoint one arbitrator for each batch, and will issue one award for each batch unless the parties agree otherwise. All applicable limitation periods, including the period in Section 22.4, are tolled for demands awaiting assignment to a batch. Either party may seek an order from a court of competent jurisdiction to enforce this Section, and neither party may seek to have a demand administered outside of a batch while this Section applies.

22.12 CHANGES. Notwithstanding the modification-related provisions above, if we change this “Dispute Resolution” section after the date you first accepted these Pro Terms (or accepted any subsequent changes to these Pro Terms), you may reject any such change by providing us written notice of such rejection by mail or hand delivery to: AppClose, Inc., Attn: Dispute Resolutions, 5000 Plaza on the Lake, Suite 300, Austin, TX 78746, or by email from the email address associated with your AppClose Pro Account to legal@appclose.com, within 30 days of the date such change became effective, as indicated in the “Last Updated” legend above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and the Company in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Pro Terms (or accepted any subsequent changes to these Pro Terms). A change to this “Dispute Resolution” section does not apply to a dispute for which a Notice of Dispute was sent before the change took effect.

22.13 NO CLASS ACTIONS; WAIVER OF JURY TRIAL. YOU MAY ONLY BRING INDIVIDUAL CLAIMS. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS, OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND ANY OTHER PROCEEDINGS WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT ALLOWED. ANY COMBINING OF INDIVIDUAL PROCEEDINGS MUST HAVE THE CONSENT OF ALL PARTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO APPCLOSE PRO OR THESE PRO TERMS.

22.14 EFFECT OF AN UNENFORCEABLE WAIVER. The waiver in Section 22.13 is an essential part of the arbitration agreement in Section 22.4. If the waiver in Section 22.13 is found to be unenforceable as to all or part of a dispute, then that dispute, or the part of it as to which the waiver is found unenforceable, is severed from arbitration and may be brought only in a court of competent jurisdiction identified in Section 22.2, and the remaining parts of the dispute will proceed in arbitration. Under no circumstances will any class, collective, consolidated, or representative proceeding be arbitrated. Notwithstanding anything to the contrary in this Section 22, any claim for public injunctive relief is severed from arbitration, may be brought only in a court of competent jurisdiction, and will be stayed pending completion of the arbitration of any arbitrable claims. If any other provision of this Section 22 is found to be unenforceable, that provision will be severed and the remainder of this Section 22 will continue in full force and effect.

23. General Provisions

You may not assign, sub-license, or otherwise transfer any of your rights under this Agreement. We may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, on notice to you. Except as provided hereunder, there are no third party beneficiaries to this Agreement. If any provision of this Agreement is found to be invalid by a court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure by the Company to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. Headings in this Agreement are for convenience only and will have no legal meaning or effect.

You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting country,” and that you are not listed on any U.S. Government list of prohibited or restricted parties.

We are not liable for any delay in performing, or failure to perform, any of our obligations under this Agreement to the extent caused by events beyond our reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, power or internet failures, or the failure or interruption of a third-party provider on which AppClose Pro depends.

Notices to the Company under this Agreement may be sent to AppClose, Inc., 5000 Plaza on the Lake, Suite 300, Austin, TX 78746, or to legal@appclose.com. Notices to you may be sent to the email address associated with your AppClose Pro Account or delivered through AppClose Pro. Questions about the Company’s handling of personal data may be sent to the Privacy Office at privacy@appclose.com.

24. Entire Agreement

The Company reserves all rights hereunder. These Pro Terms, together with the Subpoena Policy and any additional terms posted through AppClose Pro, constitute the entire Agreement between you and the Company with respect to the subject matter hereof and exclude any representations or warranties previously given or made. The Privacy Policy and the Consumer Health Data Privacy Policy are notices and are not part of the Agreement; nothing in this Section limits any right you have under those notices or under applicable data-protection law.

25. Professionals Outside the United States

25.1 DATA PROTECTION ROLES. For information that AppClose Users create and share with you through the Platform, the Company acts as an independent controller and processes it as described in the Privacy Policy. Personal data is stored and processed in the United States with the safeguards described in Sections 10 and 16 of the Privacy Policy.

25.2 PRIVILEGE AND LEGAL PROCESS. Whether a communication is privileged is determined by the law that applies to you and your client. The Company responds to legal process under the law of the United States as described in Section 6 and in the Subpoena Policy, and it does not assert or waive privilege on your behalf.

25.3 LOCAL PROFESSIONAL RULES. You are responsible for confirming that your use of AppClose Pro, including the storage of client information in the United States, is consistent with the rules of the professional body that regulates you.