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TERMS OF SERVICE AGREEMENT FOR LEGAL PROFESSIONAL USERS

DATE OF LAST REVISION: AUGUST 11, 2019

The mobile and computer application known as AppClose (referred to hereunder as “App”) is the property of AppClose, Inc. (the “Company” or “AppClose”). By downloading and using the App as a legal professional, you must agree to these Terms of Service for Legal Professional Users and the Company’s Privacy Policy. If you (also referred to hereunder as “Attorney”) do not wish to be bound by these Terms of Service for Legal Professional Users, do not download or use the App. These Terms of Service for Legal Professionals incorporate by reference any additional terms and conditions posted by Company through the App, or otherwise made available to you by Company.

For legal professionals, the Company provides access to the legal professional features in the App and any related services subject to your compliance with the following Terms of Service for Legal Professional Users. These Terms of Service for Legal Professional Users constitute an agreement between you and the Company ("Agreement") that governs the relationship between you and the Company with respect to your use of this App provided by Company or downloaded from any source.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES (UNLESS YOU OPT OUT AS PROVIDED IN SECTION 16) 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 16 BELOW.

1. Description of Services

The App has various features for Attorneys and, a separate app for clients, both of which when used together are designed for clients to communicate with you via text messages without the need to reveal your personal cellphone number to clients. The Company may modify, suspend, or discontinue your use of the App for any reason, at any time, including the availability or unavailability of any feature or functionality without notice. Future software updates will incorporate other features that may be useful to attorneys.

2. Account Activity/Retention of Your Information

Even if information is deleted or edited by your client, all activity generated through the App by you and your clients will be retained for as long as you and your clients have an Active Account (“Active Account” is defined as a user subject to this Agreement that has used at least one of the App’s features once or more in the past six months), and for a period of time after termination of your client’s account, as shall be determined solely by Company (“Retention Term”). In the event you no longer have an Active Account, Company may close your account and you agree that AppClose has no obligation to contact you or advise you that your account has terminated or is scheduled to be terminated due to inactivity, and that in such event AppClose, without liability, has the right to terminate your account and permanently delete all records and data whatsoever associated with your account, subject to any valid court orders to preserve evidence. You expressly, unconditionally, and irrevocably grant Company the authorization to retain any data or records created by you, including but not limited to, text messages, for the Retention Term and to delete such information related to a terminated account as specified in this Section 2. Such communication between you and your clients via AppClose shall be deemed as confidential and subject to attorney/client privilege and shall be stored in an industry standard secure electronic environment, provided that notwithstanding the foregoing, Attorney expressly agrees that AppClose will not be liable to Attorney, Attorney’s firm, or any third party for complying with a valid court order (“Compelled Disclosure”), nor shall AppClose be held liable for failing to disclose such Compelled Disclosure to Attorney, if so ordered. Unless ordered otherwise by Compelled Disclosure, AppClose will make its commercially best effort to contact Attorney with information about the Compelled Disclosure.

3. Retrieval of Your Information

AppClose archives all information generated by users, therefore, you may be able to retrieve any information related to your account that has been generated by you for as long as you maintain an active account. Similarly any information generated by your clients may be retrieved by such users provided that the account is active or within the Retention Term. Such retrieval requests may require the payment of a fee.

4. Trademark and Copyright Information

All App Material, 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 “App 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 App material is made available solely for your personal or commercial use and except for being used within the App 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.

5. Limited License

Company grants you a limited, personal, non-exclusive, non-transferable, revocable right and license to download, install, and use the App and its underlying software rightfully obtained by you hereunder for personal or commercial use and for access to and use of the App’s functionality for attorneys. Such license is subject to these Terms of Service, and specifically conditioned upon the following: (i) you may not copy, distribute, share, modify, or otherwise make derivative uses of the App 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 the App; (iii) you may not use any data mining, robots, or similar data gathering or extraction methods; and (iv) you may not use the App other than for its intended purpose. Except as may be granted in writing by Company to you, no App Material may be, without limitation, reproduced or stored in, or transmitted to, any other electronic storage device not expressly authorized by Company and no App Material appearing in the App 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 Company. Except as expressly permitted in this Agreement, any use of any portion of the App Material without the prior written permission of the Company is strictly prohibited and will terminate the license granted herein. Nothing in these Terms of Service may be construed as conferring any intellectual property rights to you.

6. User Content

6.1. All materials of any kind generated via the App or online by you, your clients, or through any third party accessing your App, whether or not such third party is authorized by you, including without limitation, messaging text, photographs and images, financial information, calendar events, and user data are considered individually and collectively "User Content". Company does not own User Content, and expressly disclaims any and all liability that may result or arise from the creation, transmission, use, receipt, display, storage, dissemination, and deletion of such User Content, including without limitation, in addition to the App, any device which can now or hereafter deliver App Material and/or User Content to users in any medium whatsoever, or to other related sites and services. By creating User Content of any nature, you agree that you retain all ownership rights in and to your User Content and further agree to hold harmless, Company, as a result of, or arising from, User Content. You hereby grant Company a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, license to your User Content to store, transmit, display, publish, reproduce, and remove or delete all in accordance with this Agreement and Company’s Privacy Policy, or otherwise distribute your User Content to the user(s) you have selected to receive such User Content.

6.2. Using the App generally involves accessing user-posted messages and content, however, Company does not have the obligation to review any posting, nor does Company confirm the accuracy or validity of any User Content posted. Company may monitor the contents of the postings generated by any user or third party, in the event of an investigation about a breach of the Terms of Service or related to compelled disclosure. Company is not responsible for any content not directly created or generated by Company. We do not endorse, nor do we warrant the validity, accuracy, completeness, or usefulness of any content or User Content displayed or posted. User Content does not represent the views of the Company, its subsidiaries, or any person or property associated with the Company or the App. If you feel that any posting is objectionable, we encourage you to contact us by email at info@AppClose.com. We will make every effort to remove objectionable content if we deem removal to be warranted, however we do not have an obligation to do so. Removal or editing of any Content is a manual process and might not occur immediately or at all. Except as otherwise written in this Agreement, Company reserves the right to remove, or not remove, any content, including without limitation, User Content, for any (or no) reason whatsoever. You remain solely responsible for your User Content, and you agree to indemnify and hold harmless, Company and its agents, with respect to any claim based upon the transmission or attempted transmission or display of such. Company reserves the right to suspend or ban users posting what the Company deems inappropriate content at any time without notice, however, Company is not responsible for any failure or delay in removing or editing such content.

7. Registration.

Company may require that you become a registered user in order to access or benefit from the App, including without limitation, the ability to access certain functionality. Registration requires that you provide the Company with accurate and complete registration information (“Registered Account”). Each Registered Account is for one (1) user only. You expressly agree that upon registration, you may be required to provide your first name, last name, smartphone number with a US area code, a valid email address, and your zip code if you are located in the US. If you are a client of LawPay, you may also log into AppClose using your LawPay® account credentials.

You are responsible for all use of the App and for preventing unauthorized access or use of your password and any personal information you enter. If you believe there has been a breach of security such as the disclosure, theft, or unauthorized use of your Registered Account, you must notify us immediately by email at @appclose.com. Please also read our Privacy Policy for further information.

8. Content by Email. We may send you communications via text messaging and/or email to keep you updated on App developments or your registration status. Your use of the content received through these email services will be subject to these Terms of Service. You can unsubscribe to our email service by notifying us or opting out, however, we may still send you email regarding non-marketing related issues such as your Registered Account or your use of the App.

9. Support

Company alone will maintain and support the App as it sees fit and Apple, Inc. has no obligation whatsoever to furnish any maintenance or support services with respect to the App. Please send all inquires to info@AppClose.com.

10. No Warranties, Limitation of Liability

YOU AGREE THAT YOUR USE OF THE APP, INCLUDING WITHOUT LIMITATION, ANY ARRANGEMENTS MADE BETWEEN YOU AND ANY OTHER USER OF THE APP OR THROUGH ANY CONTENT OR USER CONTENT IS AT YOUR SOLE RISK AND YOU ACKNOWLEDGE AND AGREE THAT THE APP AND ANYTHING CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, CONTENT, USER CONTENT, SOFTWARE, SOFTWARE APPLICATIONS, THIRD PARTY SOFTWARE, ATTORNEY PROFILES AND CONTACT INFORMATION (THE "ITEMS") ARE PROVIDED "AS IS" AND THAT 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 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 the App, we do not guarantee that the App is or will remain updated, complete, correct or secure, or that access to the App will be uninterrupted. The App may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the App. If you become aware of any such alteration, contact us at support@appclose.com with a description of such alteration and its location on the App.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) 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, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE APP 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 THE APP OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE APP; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (A) $10.00; OR (B) THE TOTAL AMOUNT YOU PAID TO COMPANY DURING THE PAST YEAR, IF ANY. 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 COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

BY ACCESSING THE APP, 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 WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

11. Representations and Warranties

You represent and warrant that you are a validly licensed attorney in the state(s) in which you practice law.

12. Fees.

If you subscribe to certain features of the App to which fees or subscriptions apply, whether you pay annually, monthly, or otherwise, you will be able to access all such features and functionality until your subscription expires. You agree that Company may reasonably contact you with a reminder that your subscription, if any, will soon be coming due. Due to Company’s cost of data storage allocation, account setup, and administration, you agree that any fees paid in advance are non-returnable and will not be refunded or pro rated for refund, unless your account is terminated by Company. In the event you cancel service you will still be able to access your account’s paid features for the subscription time remaining on your paid account.

13. Contacts.

You hereby grant Company access to contacts that reside in your mobile device in order to make the App functional. You may specify which contacts you will allow and which contacts you do not want to share with Company, and may change such Company access to those contacts at any time. You agree that Company assumes no responsibility for any consequence for including or deleting any contact from your list that Company may access. If you choose to not allow the App to access your contacts, the App’s functionality will be severely limited or will not provide any of the functions it was designed to provide. Please refer to our Privacy Policy, which limits how we may use such information.

14. Changes to Terms of Service.

Company may add, delete, or otherwise modify the provisions of this Agreement from time to time. Any such changes will be accessible to you by being posted on the Company’s webpage located at www.AppClose.com. It is your responsibility as a user of the App to refer to these changes. Unless noted otherwise, any changes will become effective immediately upon being posted and you will be deemed to have accepted them if you access the App after that time. If you do not wish to accept them, you must discontinue accessing the App.

15. 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 Company, operates as a waiver or estoppel of any right, remedy or condition, nor shall the waiver by Company of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

16. Governing Law; Arbitration.

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

(a) GOVERNING LAW. THESE TERMS OF SERIVCE AND THE INTERPRETATION OF THESE TERMS OF SERVICE 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.

(b) ARBITRATION OF DISPUTES. 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 THE APP, THE USE OR ACCESS THEREOF, OR THESE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION, WHICH MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.  BECAUSE THE APP PROVIDED TO YOU BY US CONCERNS 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.

(c) ARBITRATION RULES. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

(d) 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 consumer 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 consumer 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.

(e) 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. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. Unless you and the Company otherwise agree, the arbitration will be conducted in the county where you reside. 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.

(f) 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 damages must be consistent with the terms of the "Limitation of Liability" section above 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. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.

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

(h) CHANGES. Notwithstanding the provisions of the modification-related provisions above, if we change this "Dispute Resolution" section after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), 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, 600 Congress Avenue, 14th Floor, Austin, Texas 78701 or by email from the email address associated with your Account to: support@appclose.com, within 30 days of the date such change became effective, as indicated in the "Last update" date 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 Terms of Service (or accepted any subsequent changes to these Terms of Service).

(i) OPTION TO OPT OUT OF ARBITRATION. You may opt out of this agreement to arbitrate. If you do so, neither you nor the Company can require the other to participate in an arbitration proceeding. To opt out, you must notify the Company in writing within 30 days of the date that you first became subject to the arbitration provision in these Terms of Service. To opt out, you must send us a clear statement that you want to opt out of arbitration, along with your name, residence or business address, and the email address associated with your account to: legal@appclose.com.

(j) NO CLASS ACTIONS. YOU MAY ONLY BRING INDIVIDUAL CLAIMS. UNDER NO CIRCUMSTANCES ARE YOU ALLOWED TO BRING A CLAIM AS A PLAINTIFF OR AS A CLASS MEMBER IN A CLASS. 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.

16. General Provisions

You may not assign, sub-license, or otherwise transfer any of your rights under this Agreement. 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 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 also agree to defend, indemnify, and hold harmless, Company and its shareholders, directors, officers, employees, independent contractors, affiliates, agents, third party providers and vendors 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 the App, any third party’s unauthorized access to the App via your Registered Account, or your actual or alleged 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. Apple, Inc (“Apple”) and its subsidiaries are third party beneficiaries of this license agreement and upon your acceptance of the Terms of Service hereof, Apple will have the right (and be deemed to have accepted the right) as a third party beneficiary thereof, to enforce this Agreement against you. You represent and warrant that you are not located in a country that is subject to a US Government embargo or that has been designated by the US government as a “terrorist supporting country” and that you are not listed on any US government list of prohibited or restricted parties. Company, not Apple, will be responsible for the investigation, defense, settlement, and discharge of any intellectual property infringement claim.

18. Entire Agreement

Company reserves all rights hereunder. These Terms of Service constitute the entire Agreement between you and Company with respect to the subject matter hereof and exclude any representations or warranties previously given or made.

If you agree to abide by this Terms of Service, click I AGREE. If you decline you will be unable to access the App.