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END-USER SOFTWARE AS A SERVICE AGREEMENT (08052015 v1)

Effective Date: August 5, 2015

THIS AGREEMENT (AS DEFINED HEREIN) IS BETWEEN YOU AND MODERN LAW, LLC, A GEORGIA LIMITED LIABILITY COMPANY (“MODERN LAW,” “WE,” “OUR,” OR “US”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING REGISTRATION.

BY (1) TYPING YOUR FULL NAME INTO THE SIGNATURE BOX AT THE BOTTOM OF THIS AGREEMENT; (2) CHECKING THE BOX THAT READS, “I HAVE READ AND AGREE TO THIS END-USER SOFTWARE AS A SERVICE AGREEMENT”; AND (3) CLICKING THE “REGISTER” BUTTON, YOU AGREE AS FOLLOWS:

  1. Definitions
    1. Agreement” means this End-User Software as a Service Agreement and incorporates by reference the Privacy Policy located at http://www.trymodernlaw.com/privacy/.
    2. Confidential Information” means Proprietary Information and all other research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personal information, pricing information, procedures, concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.
    3. Proprietary Information” means all information, technical data, or know-how considered proprietary or confidential, including, but not limited to, design elements, text, graphics, interfaces, images, software, codes, coding language, scripts, active server pages, and other content and software used by the Services.
    4. Information” means all information you upload or otherwise provide to the Services and any information you provide to Modern Law in connection with the Services, including, without limitation, personal information about you, your clients, and your cases.
    5. Services” means, including the Website, all products, databases, content, features, technologies, applications, software, and services, whether web-based or mobile, provided, owned, or operated by Modern Law.
    6. You” and “your” mean the individual, organization, or other entity who registers for access to our Services, including any agent, representative, independent contractor, employee, servant, attorney, and any other entity or person with authority to act on your behalf.
    7. Website” means http://www.trymodernlaw.com/.
  2. Access to the Services
    1. Subject to the terms, conditions, and limitations set forth in this Agreement, we grant you access to the Services for the term of your subscription.
    2. All ownership, licenses, intellectual property, copyrights, trademark rights, and all other rights and interests in and to the Services and Proprietary Information remain solely with Modern Law.
    3. No right, title, or interest in or to any Confidential Information is created or provided under this Agreement. Except as provided under Agreement, each party retains all ownership rights in its own Confidential Information.
    4. Only you may access the Services. You shall provide your full legal name, a valid email address, and any other information reasonably requested by the Services.
    5. You shall not reproduce, duplicate, copy, sell, resell, or exploit access to the Services or any portion of the Services without express prior written consent from Modern Law.
    6. You shall not modify, reverse engineer, adapt, or otherwise tamper with the Services or modify another website or web-based or mobile application so as to falsely imply that it is associated with Modern Law or the Services.
    7. You shall not use or access the Services in any manner that infringes our copyright and intellectual property rights or in any manner that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or in violation of the terms of this Agreement.
    8. You shall not use or access the Services to upload, post, host, or transmit unsolicited bulk e-mail (“Spam”), short message service (“SMS”) messages, viruses, self-replicating computer programs (“Worms”), or any code of a destructive or malicious nature.
    9. If you configure the Services to share or make available certain Information to the public, you will be deemed to have acknowledged and agreed that everyone will have access to the Information (“Public Information”). Modern Law reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Information that violates the terms of this Agreement, including, but not limited to, removal of such Public Information.
    10. Modern Law reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Services, with or without prior notice. Continued use of the Services following any modification constitutes your acceptance of all such modification.
    11. Modern Law reserves the right to temporarily suspend access to the Services for operational purposes, including, but not limited to, maintenance, repairs, or installation of upgrades.
    12. You grant to Modern Law a non-exclusive, royalty-free right during your use of the Services to use your Confidential Information for the purposes of performing our obligations under the Agreement. This right includes permission for Modern Law to generate and publish aggregate, anonymized reports on system usage and Content trends and type.
  3. Confidentiality
    1. Each party agrees to treat Confidential Information of the other party as confidential and to not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
    2. We shall hold Information in strict confidence and shall not use or disclose Information except (1) as required to perform our obligations under this Agreement, (2) as required by law; (3) as otherwise permitted in this Agreement; or (4) as otherwise authorized by you.
  4. Security
    1. We shall provide a secure method of authentication and accessing the Services. This may include, but is not limited to, processes and mechanisms that (1) allow for user password management, (2) transmit passwords in a secure format, and (3) protect passwords entered for purposes of gaining access to the Services by utilizing code that follows password management best practices.
    2. You are responsible for protecting the security of your usernames, passwords, or any other codes associated to the Services, and for the accuracy and adequacy of Information provided to the Services.
    3. You must promptly notify us upon suspicion that a username and password has been lost, stolen, compromised, or misused. We encourage you to implement policies and procedures to prevent unauthorized use of usernames and passwords.
    4. At all times, Modern Law, and any third-party vendors and hosting partners we utilize to provide the Services, shall:
      1. Use information security best practices for transmitting and storing your Information, adhering to industry standards;
      2. Employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and
      3. Ensure its host facilities maintain industry standards for security and privacy.
    5. We shall report to you any event that we reasonably believe represents unauthorized access to, disclosure of, use of, or damage to your Information (a “Security Event”). We shall make such report within 48 hours after learning of the Security Event.
    6. In the event of a Security Event, Modern Law will endeavor to (1) cooperate with you to identify the cause of the breach and to identify any affected Content; (2) reasonably assist and cooperate with you in investigating and preventing the recurrence of the Security Event; and (3) at your expense, reasonably assist and cooperate with you in any litigation or investigation against third parties that you undertake to protect the security and integrity of such Information.
  5. Payments & Taxes
    1. If you have a paid subscription, you must provide Modern Law with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal, or other taxes, which you agree to pay based on where you are primarily domiciled or where your principal office is located. In addition to any fees, you may still incur third-party charges incidental to accessing Services (e.g., charges for Internet access, data roaming, and other data transmission charges).
    2. All prices are subject to change without notice; however, the price of an active subscription shall not change until the following billing cycle.
    3. All charges are non-refundable. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a user.
    4. There are no charges for canceling a subscription. Paying subscriptions cancelled prior to the end of the current billing cycle will not be charged again in the following cycle.
    5. You are responsible for paying all taxes associated with the subscription to the Services. If we have the legal obligation to pay or collect applicable taxes, we shall invoice to you the appropriate amount and you shall pay us the invoiced amount, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
  6. Cancellation & Termination
    1. You may cancel your subscription at any time.
    2. Modern Law, in its sole discretion, has the right to suspend your access to the Services without notice for actions that are in violation of this Agreement.
  7. Limitation of Liability
    1. Except as provided in Section 9.3, Modern Law is not liable for and you waive the right to claim any loss, injury, claim, liability, and damage, of any kind, resulting in any way from the Services provided to you by Modern Law.
    2. YOU AGREE THAT THE LIABILITY OF MODERN LAW ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICES PURSUANT TO THE AGREEMENT WITHIN THE TWELVE MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. YOU FURTHER AGREE THAT MODERN LAW IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNATIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER MODERN LAW HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS SHALL NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS TO US.
    3. You are solely responsible for all damage and loss of Information contained in your technology and that occurs as a result of your electronic equipment and computer systems.
  8. Disclaimer of Warranties
    1. The Services are provided “as is.”
    2. MODERN LAW HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THE SERVICES PROVIDED BY MODERN LAW. MODERN LAW MAKES NO WARRANTY THAT ITS SERVICES WHEN PROVIDED TO YOU IN DIGITAL OR ELECTRONIC FORMAT WILL BE COMPATIBLE WITH YOUR COMPUTERS OR OTHER EQUIPMENT. MODERN LAW MAKES NO REPRESENTATION OR WARRANTIES REGARDING AVAILABILITY OF THE SERVICES AND THAT THE SERVICES WILL BE SECURE OR ERROR FREE. NOR DOES MODERN LAW MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED FROM THE SERVICES. MODERN LAW HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATED TO YOUR HARDWARE OR SOFTWARE.
    3. THE PARTIES AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT, AS WELL AS IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. THE PARTIES AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE FAIR AND REASONABLE. NOTHING IN THIS SECTION SHALL MODIFY MODERN LAW’S EXPRESS INDEMNITY OBLIGATIONS. IF YOU ARE DISSATISFIED WITH THE SERVICES OR YOU DO NOT AGREE TO ANY PROVISION OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE SERVICE.
  9. Indemnification
    1. You shall defend, indemnify, and hold harmless Modern Law from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost, or expense, including attorneys’ fees (“Claims”), which arise from or relate to your breach of any obligation stated in this Agreement and your negligent acts or omissions.
    2. Modern Law shall provide prompt notice to you of any indemnifiable Claim. You shall undertake, at your own expense, the defense of all such Claims with counsel reasonably acceptable to Modern Law. Modern Law reserves the right to participate in the defense of all such Claims at its own expense.
    3. Modern Law shall defend, indemnify, and hold you harmless against any Claims made or brought against you by a third party alleging that the Services, or your accessing the Services in accordance with this Agreement, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party, or involves the misappropriation of any trade secret of a third party; provided, however, that you:
      1. Promptly give written notice of the Claim to Modern Law;
      2. Give Modern Law sole control of the defense and settlement of the Claim; and
      3. Provides to Modern Law, at your own cost, all reasonable assistance.
    4. Notwithstanding anything herein to the contrary, Modern Law shall not indemnify you in the event of your (1) modification of the Services in conflict with your obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (2) accessing the Services in combination with any other product or service not provided by Modern Law, to the extent that the infringement or misappropriation would not have occurred but for such use; or (3) accessing the Services in a manner not otherwise contemplated by this Agreement, to the extent that the infringement or misappropriation would not have occurred but for such use.
  10. Legal Compliance
    1. Modern Law’s primary duty is to protect the Information to the extent the law allows. We reserve the right to provide your Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
    2. If we are required by law to make any disclosure of Confidential Information that is prohibited or otherwise constrained by this Agreement, then we will provide you with prompt written notice (to the extent permitted by law) before such disclosure so that you may seek a protective order or other appropriate relief at your own expense. Subject to the foregoing sentence, we may furnish that portion (and only that portion) of your Confidential Information that it is legally compelled or otherwise legally required to disclose.
  11. Miscellaneous
    1. Technical support is available to users with active subscriptions and may be arranged by contacting us at:
      Modern Law, LLC
      1701 Barrett Lakes Blvd
      Kennesaw, GA 30144
    2. We may provide the ability to integrate the Services with third-party products and services that you may use at your option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third-party products and services. Modern Law has no liability arising from your use of any integration or arising from the third-party products and services. Modern Law can modify or cancel the integrations at any time and without notice.
    3. You acknowledge the risk that third parties may intercept information and the Information stored and transmitted electronically through the Services. You agree to accept and assume that risk and may not hold Modern Law liable for any loss, damage, or injury resulting from the interception of Information.
    4. The failure of either party to enforce any provision hereof does not constitute and cannot be construed as a waiver of such provision or of the right to enforce it at a later time.
    5. This Agreement constitutes the entire agreement between the parties, superseding any prior agreements between the parties (including, but not limited to, any prior versions of this Agreement).
    6. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
  12. Amendment
    1. We may amend this Agreement at any time without notice. Any amended version of this Agreement will be effective immediately upon its publication on our Website.
    2. Each time you access the Services, you will become subject to the then-effective version of this Agreement. Your continued access of the Services following the publication of any amendment to or amended version of this Agreement will be deemed to be your express consent to the amended Agreement.
  13. Governing Law & Venue

This Agreement and your relationship with Modern Law is governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of Georgia. This Agreement is deemed to have been made and accepted in Cobb County, Georgia, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Cobb County, Georgia.