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R24-203 1 RESOLUTION NO. R24-203 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 4 BEACH, FLORIDA, APPROVING THE TERMS AND CONDITIONS OF THE CLIO 5 NORTH AMERICAN TERMS OF SERVICE AGREEMENT AND THE RELATED 6 PROPOSAL (COLLECTIVELY THE "AGREEMENT") BETWEEN THE CITY OF 7 BOYNTON BEACH AND THEMIS SOLUTIONS, INC. A/K/A CUO; AND FOR 8 ALL OTHER PURPOSES. 9 10 WHEREAS,the City of Boynton Beach's City Attorney's office is requesting approval of the 11 terms and conditions of the CLIO North American Terms of Service Agreement and the related 12 Proposal (collectively the "Agreement") between the City of Boynton Beach and Themis Solutions, 13 Inc. a/k/a CLIO to purchase and utilize the Contractor's products and services for legal technology 14 services for an amount not to exceed $10,008.00; and 15 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 16 best interests of the city's citizens and residents to approve the terms and conditions of the CUO 17 North American Terms of Service Agreement and the related Proposal (collectively the 18 "Agreement") between the City of Boynton Beach and Themis Solutions, Inc. a/k/a CLIO to 19 purchase and utilize the Contractor's products and services for legal technology services for an 20 amount not to exceed $10,008.00. 21 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 23 BEACH, FLORIDA, THAT: 24 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 25 being true and correct and are hereby made a specific part of this Resolution upon adoption. 26 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 27 approve the terms and conditions of the CLIO North American Terms of Service Agreement and 28 the related Proposal (collectively the "Agreement") between the City of Boynton Beach and Themis 29 Solutions, Inc. a/k/a CLIO to purchase and utilize the Contractor's products and services for legal 30 technology services for an amount not to exceed $10,008.00, in form and substance similar to that 31 attached as "Exhibit A." 32 • 33 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby 34 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any 35 ancillary documents required under the Agreement or necessary to accomplish the purposes of 36 the Agreement and this Resolution. 37 SECTION 4. One fully-executed original of the Agreement shall be retained by the City 38 Clerk as a public record of the City. A copy of the fully-executed Agreement shall be provided to 39 Rismerling Gomez to forward to the Contractor. 40 SECTION 5. This Resolution shall take effect in accordance with law. 41 42 PASSED AND ADOPTED this 3`el day of %917er 2024. 43 CITY OF BOYNTON BEACH, FLORIDA 44 YES NO 45 Mayor—Ty Penserga 46 47 Vice Mayor—Aimee Kelley 48 49 Commissioner—Angela Cruz 50 51 Commissioner—Woodrow L. Hay 52 ✓ 53 Commissioner—Thomas Turkin 54 55 VOTE f—o 56 ATT ST: 57 tA 58 _ y au2ci 59 Maylee D- J:us, MPA MC Ty s- ga 60 City Clerk May- 61 =F gOY/VT 62 %°....E:6117315/.4>4:1551',1 A PPROVED AS TO FORM: 63 (Corporate Seal) ;Cis• SEAL� ,. , 64 / 65 N�RPoRATED• ; Ij �� "' 920 66 �' •'• •. ' Shawna G. Lamb 67 1\,ZDRIDA =' City Attorney 1 -- ---;.... \\P' -'0, 0 . . - s ,ice; ,D,,, ` d �� \ , „ 1 1 , \ .r. , , , 110./1 ro01111111111. \ \ UMW :„..,, 0, . A • ..t._ .7:7_ on'''. \ 0 (aNb -Th `� e WI° +i.... ØCIio PricingProposal Prepared for City of Boynton Beach Prepared by Usman Babar Account Executive, Mid-Market Why Clio As a leader in the legal technology space, Clio provides the most widely used,highest rated, cloud-based software for legal professionals around the world. • Industry leader.Clio is the undisputed leader in cloud-based legal technology, offering practice management, CRM and client intake,and document drafting software to over 1,000 mid-sized law firms. • Highest approval.Clio has earned the most 5-star reviews out of any other legal software, the approval of all 50 state bar association in the US(plus many more across the globe),and a global user base of 150,000 legal professionals. • First to market.Clio was the first to bring cloud-based legal practice management software to market in 2008,paving the way for technology-driven firms while continuing to develop new innovations for customers up-market. • Thought leadership.Clio continues to lead the industry each year with groundbreaking research included in the Legal Trends Report and the Clio Cloud Conference,the most widely P attended legal tech conference in the industry. Our Products Clio Manage-Legal practice management software Misi Our most popular product—the industry's leading legal practice management software helps manage clients,organize cases, and automate tedious tasks and month-end billing and payments. Clio Grow-Client intake and legal CRM software IOur client intake and legal CRM software helps standardize the client intake process, build strong relationships, and get powerful data insights to grow your firm. Clio Draft-Document automation software Our document automation software helps with routine legal drafting and e-signatures, while allowing you to turn Microsoft Word documents into reusable templates. The Clio Advantage 4?3 24/5 support °' 200+ integrations Get exceptional customer support from an With over 200 integration partners, Clio award-winning team dedicated to your provides more options for law firms to tailor success. workflows to their specific practice needs. ey -r � Industry-leading security Clio mobile app We've set the standard for legaltech security Working from the cloud allows your firm to with everything from GDPR, PCI work securely from anywhere,from any compliance, HIPAA standard,SOC2 device. compliance and more. ©2024 Themis Solutions Inc. Your Investment Subscription Type [Complete] Term Commitment [Annual] Payment Method [ACH] Subscription Services List Price Description Quantity Total Price per User Clio Complete $139.00 06 $834.00 Per month $834.00 Per year $10,008.00 Implementation Services Your Description List Price Quantity Discount Total Price Clio Migration Services Included Clio Training Services Included Clio 24/5 Support Included Clio Grow Setup $399 1 100.00% $0.00 $0.00 $0.00 Total Subscription Services(per year) $10,008.00 Total Implementation Services(one-time) $0.00 First Year Subscription Cost(USD) $10,008.00 Annual Amount Due on Receipt(USD) $10,008.00 ©2024 Themis Solutions Inc. 3/4 Terms and Conditions Standard Terms 1. Additional users may be added throughout the duration of the subscriptions at a prorated amount. 2. By accepting this Service Proposal,you agree to Clio's Terms of Service for Clio products and to Clio Draft's Terms of Use for Clio Draft products. 3. No refunds or credits will be issued for partial periods of service, subscription upgrades or downgrades, or periods unused with an active subscription,including but not limited to account cancellation and removal of user licenses or in connection with any onboarding or data migration services. 4. If you cancel the subscription within the first 12 months (the "Term Commitment"),you agree that the entire unpaid balance for the Term Commitment will immediately become due and payable with no payment adjustments for unused services or for the removal of any subscribers during that period. 5. While all services will be delivered in accordance with industry best practises,neither Clio or Clio Draft make any warranty that onboarding or data migration services will meet all of your expectations or requirements or will be fit for your particular purpose. Custom Billing Term 1. Annual agreement of$10,008.00 USD,with payments of$10,008.00 USD to be made annually via ACH. Clio Certified Partners Clio may recommend that customers utilize Clio Certified Partners to assist with software implementation. Clio Certified Partner means that representatives have been assessed by Clio as proficient in the use and resale of the Clio application. Clio's certification process does not assess any individual or advisor's proficiency as an accountant, consultant,law firm advisor,etc. Clio Certified Partners are not employees of Clio. Clio does not guarantee the service provided by any Clio Certified Partners.It is up to the customer to perform their own due diligence on Clio Certified Partners and engage the partner g separately to perform the implementation services. Service Proposal Approved by Signature: `, ��� Title: • _•. Name: ." • • Date: Y ZJ CITY A TORNEY'S OFFICE OYNT ``% Appro as to form a ,1 ality�j % F•oaPORq�;��� By: air - d � �i� SEAL▪: : INCORPORATED: $ 1920 ▪ ; CRIDP ©2024 Themis Solutions Inc. 7/30/24,11:15 AM Terms of Service I Clio 0 Clio r Try For Free MENU EFFECTIVE DATE: JULY 9,2024 North American Terms of Service For customers using app.clio.com and grow.clio.com For customers using eu.app.clio.com, please refer to our EMEA Terms of Service. The following "User License Agreement" governs your use of the software and services provided by Themis Solutions Inc. (and its subsidiaries) ("Themis") also known as Clio. This is a legal agreement between you and Themis and incorporates the Privacy Policy at clio.com/privacy and the attached Exhibits. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this User License Agreement. 1. Definitions (a) "Administrator" shall mean a Subscriber (as defined in Section 1(i)) with authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from Themis. (b) "Agreement" shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at clio.com/privacy and the attached Exhibits. • Exhibit A - Themis Service Level Commitments and Support Services • Exhibit B - Themis Data Protection Addendum for GDPR Compliance • Exhibit C - Themis Authorized Subprocessors https://www.clio.com/tos/ 1/17 7/30/24, 11:47 AM Themis Service Level Commitments and Support Services I Clio C I'O �~ Try For Free J MENU < Terms of Service • Themis Service Level Commitments and Support Services Exhibit A Themis Service Level Commitments and Support Services Commencing on the date the Service to the Subscriber commences (the "Subscription Term"), Themis will provide Service Level Commitments ("SLC") Credits (defined in Section 3 below) and Support Services in accordance with the SLC and Support Services Terms as defined herein. In the event of any conflict between the Agreement and the Service Level Commitment and Support Services Terms, the SLC and Support Services Terms will prevail. The SLC and Support Services incorporate the definitions set forth in Section 1 of the Clio User License Agreement. 1. Exhibit Definitions "Subscriber Core Group" means Subscriber's employees who have been trained on the Service and who are familiar with Subscriber's business practices. "Subscriber User Community" means all users who input, extract or view data in the Service, including all Registered Clients. https://www.clio.com/tos/service-level-commitments/ 1/6 7/30/24,11:47 AM Themis Service Level Commitments and Support Services I Clio "Downtime" means any period, greater than ten minutes, within the Scheduled Available Time during which the Subscriber is unable to access or use the Service because of an Error (as defined below), excluding (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below), or (ii) document preview, search, FTP or sync functions of the Service. "Error(s)" means the material failure of the Service to conform to its published functional specifications. "Procedural Issues" means those issues that are to be addressed by Subscriber through adjustment of a specific business process to accomplish work in the Service. "Recurring Downtime" means 4 hours per month on the third Saturday of the month from 12:00 A.M. to 4:00 A.M. PST. "Request" means a modification to the Service outside of the scope of the functional specifications. "Scheduled Available Time" means 24 hours a day, 7 days a week. "Scheduled Downtime" means the time period identified by Themis in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time. "Uptime Percentage" means the total number of minutes of Scheduled Available Time for a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month. Uptime Percentage will be calculated by Themis solely using records and tools available to Themis. "User Administration Support" means issues that impact the usability of the Service and are addressable through the adjustment of Registered Client's access privileges, processes or procedures. 2. Scope of Service Level Commitments Themis's obligations do not extend to Errors or other issues caused by: 1. any modification of the Service made by any person other than Themis; https://www.clio.com/tos/service-level-commitments/ 2/6 7/30/24, 11:47 AM Themis Service Level Commitments and Support Services I Clio 2. any third party hardware or software used by Subscriber or any Registered Clients except as otherwise provided in the then current Documentation; 3. the improper operation of the Service by Subscriber or Registered Clients; 4. the accidental or deliberate damage to, or intrusion or interference with the Service; 5. the use of the Service other than in accordance with any user Documentation or the reasonable instructions of Themis; 6. ongoing test or training instances of the Service provided to Subscriber; or 7. services, circumstances or events beyond the reasonable control of Themis, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Subscriber, or any network beyond the demarcation or control of Themis. 3. Scheduled Downtime and Guaranteed Uptime Themis will use commercially reasonable efforts to provide at least 24 hours' prior notice before undertaking any Scheduled Downtime. Commencing on the effective date of the applicable Subscription Term, in the event the Service experiences an Uptime Percentage of less than 99.9% in any calendar month, Themis will provide to Subscriber a credit ("SLC Credit") equal to the credit percentage identified in the table SLC Credits table below multiplied by the Subscriber's fees paid to Themis for the Service that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). Subscriber will submit a written SLC Credit request to Themis in writing within 30 days of such Downtime. The SLC Credit is Subscriber's sole and exclusive remedy for any failure by Themis to meet any performance obligations pertaining to the Service, including, without limitation, any support obligations except as provided in the User License Agreement. Themis reserves the right to temporarily suspend Subscriber's or a Registered Client's access to the Clio Service as set out in the User License Agreement. Any such suspensions based on repairs, technical problems, outages or maintenance services will be subject to the Service Level Commitments. SLC Credits Table Uptime Percentage Credit Percentage Equal to or greater than 98% but less than 99.9% 10% https://www.clio.com/tos/service-level-commitments/ 3/6 7/30/24, 11:47 AM Themis Service Level Commitments and Support Services I Clio Less than 98% 25% 4. Avi i a lab lity of SLC Credits Subscribers who are past due on any payments owed to Themis are not eligible to receive SLC Credits. Themis will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any SLC Credit, Subscriber must notify Themis within 30 days from the time Subscriber becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit Subscriber's right to receive a SLC Credit. In no event will the total amount of SLC Credits if any, exceed the fees paid by Subscriber for the corresponding month. 5. Support Services Themis will provide support services to assist Subscriber in resolving Errors ("Support Services"). Support Services do not include (a) physical installation or removal of the API and any Documentation; (b) visits to Subscriber's site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services ("Professional Services") associated with the Service, including, without limitation, any custom development, or data modeling. Themis will provide email and/or phone support as specified at support.clio.com, excluding Themis corporate holidays and national Canadian, Irish, and U.S. holidays except where noted. Haveuestions? Call 1-888-858-2546 or email sales@clio.com. q @ Our sales team is available Monday to Friday from 8 a.m.to 8 p.m. EST. f X in o O Products Features Resources& Events Clio Complete Client Intake All Upcoming Events https://www.clio.com/tos/service-level-commitments/ 4/6 7/30/24,11:47 AM Themis Service Level Commitments and Support Services I Clio Clio Manage Billing&Collections Customer Stories Clio Grow Case Management Clio Cloud Conference Clio Accounting Document Management Legal Trends Report Clio for Clients Task Management The Legal Insider Magazine Clio Draft What's New Compare Clio Integrations See All Features Blog Start a Law Firm Community Support Customer Community Help Center Bar Associations Developer Hub Incubator Program Find a Consultant Referrals Clio Academy Academic Access Sitemap Channel Partner Program Subscribe Contact Us GET IT C. / Download on the • Google Play App Store TRANSFORMING THE LEGAL EXPERIENCE FOR ALL About Us • our Mission • Leadership • Careers • News&Press ØCho Terms of Service Legal Service Privacy Policy Cookies GDPR AccessibilityRegion https://www.clio.com/tos/service-level-commitments/ 5/6 7/30/24,11:47 AM Themis Service Level Commitments and Support Services I Clio ©2008-2024 Themis Solutions Inc.(Clio) 300-4611 Canada Way,Burnaby,BC V5G 4X3 https://www.clio.com/tos/service-level-commitments/ 6/6 7/30/24,11:15 AM Terms of Service I Clio (c) "Authorized User" shall mean an individual subscriber or the partners, members, employees,temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users. (d) "Confidential Information" shall mean the Content (as defined in Section 1(e)) and any information,technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party's research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu 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. (e) "Content" shall mean any information you upload or post to the Service and any information provided by you to Themis in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(g). (f) "Primary Subscriber" shall mean the Subscriber who initiated the Services offered by Themis and is assumed by Themis to have the sole authority to administer the subscription. (g) "Registered Client" means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User. (h) "Service" shall mean any software or services provided by Themis, including but not limited to Clio Manage, practice management software, and Clio Grow, customer relationship management (CRM) and client intake software. (i) "Subscriber" shall refer to thepurchaser of the Servicesprovided b Themis and shall also Y include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf. (j) "Security Emergency" shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) Themis's provision of the Service; (ii) the business of other subscribers to the Service; or(iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service. https://www.clio.corn/tos/ 2/17 7/30/24, 11:48 AM Themis Data Protection Addendum for GDPR Compliance I Clio 0 CIIO \ Try For Free 1 MENU < Terms of Service LAST MODIFIED ON AUGUST 4,2022, COMING INTO EFFECT ON AUGUST 18, 2022 Themis Data Protection Addendum for GDPR Compliance Exhibit B Themis Data Protection Addendum To the extent that Themis Processes any Subscriber Personal Data (each as defined below) and (i) the Subscriber Personal Data relates to individuals located in the EEA; or (ii) Subscriber is established in the EEA or UK, the provisions of this Data Processing Addendum ("DPA") shall apply to the processing of such Subscriber Personal Data. In the event of any conflict between the remainder of the Agreement and the DPA, the DPA will prevail. 1. Definitions 1.1. The following capitalised terms used in this DPA shall be defined as follows: (a) "Controller" has the meaning given in the GDPR. (b) "Data Protection Laws" means the EU General Data Protection Regulation 2016/679 ("GDPR") or the UK General Data Protection Regulation ("UK GDPR"), tailored by the Data https://www.clio.com/tos/data-protection-addendum/ 1/8 7/30/24,11:49 AM Subprocessors I Clio CIio C Try For Free MENU < Terms of Service THIS DOCUMENT WAS LAST MODIFIED ON JULY 23, 2024 Su bp rocessors As disclosed in §3.1 of Themis' Data Protection Addendum for GDPR Compliance, Themis uses the authorized subprocessors listed below to process personal information. All processing is done in accordance with Themis' Terms of Service and Privacy Policy respectively. Subprocessor Purpose Controller of the Personal Information Amazon Web Hosting provider Subscriber Services AppCues Customer Training Themis Backupify Backups Themis Bandwidth SMS sending Themis Box.com Document Preview Subscriber Brightback Customer Retention Themis https://www.clio.com/tos/subprocessors/ 1/4 7/30/24,11:49 AM Subprocessors I Clio Chili Piper Scheduling and Routing Themis Churnzero Customer Success Themis Docusign Contract management Themis Freshworks IT Help Desk ticketing Themis Gong Call recording Themis Greenhouse HR data Themis Hellosign Contract Management Subscriber Incident.io Incident Management Themis Litmus Marketing Automation Themis Marketo Marketing Automation Themis Microsoft Azure Al Processor Subscriber Nintex Document Generation Subscriber Pendo Product Design Themis ProductBoard Customer Feedback Themis Customer Relationship Salesforce Themis Management Customer Relationship Salesloft Themis Management Sendoso Direct Mail automation Themis Collaboration and Slack Themis Communication https://www.clio.com/tos/subprocessors/ 2/4 7/30/24,11:49 AM Subprocessors I Clio Stripe Payment Processor Themis Talkdesk Call recording Themis Fraud Detection/Identification Trulioo Themis Verification Uservoice User Feedback Themis YouCanBookMe Appointment booking Themis Zendesk Customer Support Themis Zoom Call recording Themis/Subscriber Have questions? Call 1-888-858-2546 or email sales@clio.com. Our sales team is available Monday to Friday from 8 a.m.to 8 p.m.EST. f X in o Products Features Resources&Events Clio Complete Client Intake All Upcoming Events Clio Manage Billing&Collections Customer Stories Clio Grow Case Management Clio Cloud Conference Clio Accounting Document Management Legal Trends Report Clio for Clients Task Management The Legal Insider Magazine gg Clio Draft What's New Compare Clio Integrations See All Features Blog https://www.clio.com/tos/subprocessors/ 3/4 7/30/24,11:49 AM Subprocessors I Clio Start a Law Firm Community Support Customer Community Help Center Bar Associations Developer Hub Incubator Program Find a Consultant Referrals Clio Academy Academic Access Sitemap Channel Partner Program Subscribe Contact Us GET IT ON / Download on the • Google Play App Store TRANSFORMING THE LEGAL EXPERIENCE FOR ALL About Us • our Mission • Leadership • Careers • News&Press ØClio Terms of Service Legal Service Privacy Policy Cookies GDPR Accessibility Region v ©2008-2024 Themis Solutions Inc.(Clio)I 300-4611 Canada Way,Burnaby,BC V5G 4X3 https://www.clio.com/tos/subprocessors/ 4/4 7/30/24,11:48 AM Themis Data Protection Addendum for GDPR Compliance I Clio Protection Act 2018, any applicable national implementing legislation in each case as amended, replaced or superseded from time to time, and all applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the Processing of Subscriber Personal Data. (c) "Data Subject" has the meaning given in the GDPR. (d) "European Economic Area" or"EEA" means the Member States of the European Union together with Iceland, Norway, and Liechtenstein. (e) "Processing" has the meaning given in the GDPR, and "Process" will be interpreted accordingly. (f) "Processor" has the meaning given in the GDPR. (g) "Security Incident" means any confirmed accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Subscriber Personal Data. (h) "Standard Contractual Clauses" means the Standard Contractual Clauses (processors) approved by European Commission Decision (EU) 2021/914 of 4 June 2021 or any subsequent version thereof released by the European Commission (which will automatically apply). The Standard Contractual Clauses are applicable to the extent they reference Module Two (Controller-to-Processor). When (i) the Subscriber Personal Data relates to individuals located in the UK; or (ii) Subscriber is established in the UK,the parties agree to the Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Sectionl8 of those Mandatory Clauses. (i) "Subprocessor" means any Processor engaged by Themis who agrees to receive from Themis Subscriber Personal Data. (j) "Subscriber Personal Data" means the "personal data" (as defined in the GDPR) described in the Annex and any other personal data contained in the Content or that Themis processes on Subscriber's behalf in connection with the provision of the Service. (k) "Supervisory Authority" has the meaning given in the GDPR. https://www.clio.com/tos/data-protection-addendum/ 2/8 7/30/24,11:48 AM Themis Data Protection Addendum for GDPR Compliance I Clio (I) "United Kingdom" or"UK" means the country of the United Kingdom. 2. Data Processing 2.1. The Parties acknowledge and agree that for the purpose of the Data Protection Laws,the Subscriber is the Controller and Themis is the Processor. 2.2 Instructions for Data Processing. Themis will only Process Subscriber Personal Data in accordance with Subscriber's written instructions. The parties acknowledge and agree that the Agreement (subject to any changes to the Service agreed between the parties) and this DPA shall be Subscriber's complete and final instructions to Themis in relation to the processing of Subscriber Personal Data. 2.3. Processing outside the scope of this DPA or the Agreement will require prior written agreement between Subscriber and Themis on additional instructions for Processing. 2.4. Required consents. Where required by applicable Data Protection Laws, Subscriber will ensure that it has obtained/will obtain all necessary consents and complies with all applicable requirements under Data Protection Laws for the Processing of Subscriber Personal Data by Themis in accordance with the Agreement. 3. Transfer of Personal Data 3.1.Authorised Subprocessors. Subscriber agrees that Themis may use Subprocessors listed to Process Subscriber Personal Data. The current list of Subprocessors may be accessed here: Exhibit C. 3.2.As per Clause 9(a), Module 2, OPTION 2 of the Standard Contractual Clauses, Subscriber agrees that Themis may use subcontractors to fulfil its contractual obligations under the Agreement. Themis shall notify Subscriber from time to time of the identity of any Subprocessors engaged. If Subscriber (acting reasonably) objects to a new Subprocessor on grounds related to the protection of Subscriber Personal Data only,then without prejudice to any right to terminate the Agreement, Subscriber may request that Themis move the Subscriber Personal Data to another Subprocessor and Themis shall,within a reasonable time following receipt of such request, use reasonable endeavours to ensure that the original Subprocessor does not Process any of the Subscriber Personal Data. If it is not reasonably possible to use another Subprocessor, and Subscriber continues to object for a legitimate reason, either party may terminate the Agreement on thirty (30) days written notice. If Subscriber does not object within thirty (30) days of receipt of the notice, Subscriber is deemed to have accepted the new Subprocessor. https://www.clio.com/tos/data-protection-addendum/ 3/8 7/30/24,11:48 AM Themis Data Protection Addendum for GDPR Compliance I Clio 3.3. Save as set out in clauses 3.1 and 3.2, Themis shall not permit, allow or otherwise facilitate Subprocessors to Process Subscriber Personal Data without Subscriber's prior written consent and unless Themis: (a) enters into a written agreement with the Subprocessor which imposes equivalent obligations on the Subprocessor with regard to their Processing of Subscriber Personal Data, as are imposed on Themis under this DPA; and (b) shall at all times remain responsible for compliance with its obligations under the DPA and will be liable to Subscriber for the acts and omissions of any Subprocessor as if they were Themis's acts and omissions. 3.4. International Transfers of Subscriber Personal Data. Themis commits to Processing Subscriber Personal Data within the EEA. To the extent that the Processing of Subscriber Personal Data by Themis involves the export of such Subscriber Personal Data to a third party in a country or territory outside the EEA, such export shall be: (a) to a country or territory ensuring an adequate level of protection for the rights and freedoms of Data Subjects as determined by the European Commission; (b) to a third party that is a member of a compliance scheme recognised as offering adequate protection for the rights and freedoms of Data Subjects as determined by the European Commission; or (c) governed by the Standard Contractual Clauses between the Subscriber as exporter and such third party as importer. For this purpose, the Subscriber appoints Themis as its agent with the authority to complete and enter into the Standard Contractual Clauses as agent for the Subscriber on its behalf. 4. Data Security, Audits, and Security Notifications 4.1 Themis Security Obligations. Themis will implement and maintain appropriate technical and organizational security measures to ensure a level of security appropriate to the risk, including as appropriate, the measures referred to in Article 32(1) of the GDPR. 4.2 Upon Subscriber's reasonable request, Themis will make available all information reasonably necessary to demonstrate compliance with this DPA. 4.3 Security Incident Notification. If Themis becomes aware of a Security Incident, Themis will (a) notify Subscriber of the Security Incident within 72 hours, (b) investigate the Security https://www.clio.com/tos/data-protection-addendum/ 4/8 7/30/24, 11:48 AM Themis Data Protection Addendum for GDPR Compliance I Clio Incident and provide Subscriber (and any law enforcement or regulatory official) with reasonable assistance as required to investigate the Security Incident. 4.4 Themis Employees and Personnel. Themis will treat the Subscriber Personal Data as confidential, and shall ensure that any employees or other personnel have agreed in writing to protect the confidentiality and security of Subscriber Personal Data. 4.5 Audits. Themis will, upon Subscriber's reasonable request and at Subscriber's expense, allow for and contribute to audits, including inspections, conducted by Subscriber (or a third party auditor on Subscriber's behalf and mandated by Subscriber) provided (i) such audits or inspections are not conducted more than once per year (unless requested by a Supervisory Authority); (ii) are conducted only during business hours; (iii) are conducted in a manner that causes minimal disruption to Themis's operations and business; and (iv) Following completion of the audit, upon request, Subscriber will promptly provide Themis with a complete copy of the results of that audit. 5. Access Requests and Data Subject Rights 5.1 Data Subject Rights. Where applicable, and taking into account the nature of the Processing, Themis will use reasonable endeavours to assist Subscriber by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Subscriber's obligation to respond to requests for exercising Data Subject rights laid down in the Data Protection Laws. 6. Data Protection Impact Assessment and Prior Consultation 6.1 To the extent required under applicable Data Protection Laws, Themis will provide Subscriber with reasonably requested information regarding its Service to enable Subscriber to carry out data protection impact assessments or prior consultations with any Supervisory Authority, in each case solely in relation to Processing of Subscriber Personal Data and taking into account the nature of the Processing and information available to Themis. 7. Termination 7.1 Deletion or return of data. Subject to 7.2 below, Themis will, at Subscriber's election and within 90 (ninety) days of the date of termination of the Agreement: (a) make available for retrieval all Subscriber Personal Data Processed by Themis (and delete all other copies of Subscriber Personal Data Processed by Themis following such retrieval); or (b) delete the Subscriber Personal Data Processed by us. https://www.clio.com/tos/data-protection-addendum/ 5/8 7/30/24, 11:48 AM Themis Data Protection Addendum for GDPR Compliance Clio 7.2 Themis and its Subprocessors may retain Subscriber Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that Themis ensures the confidentiality of all such Subscriber Personal Data and shall ensure that such Subscriber Personal Data is only Processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose. 8. Governing law 8.1 This DPA shall be governed by, and construed in accordance with the laws of Ireland. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to the non-exclusive jurisdiction of the courts in Ireland. For Standard Contractual Clauses Clause 17 OPTION 1 and Clause 18, the parties agree to the laws and courts of Ireland. Annex Details of the Processing of Subscriber Personal Data This Annex includes certain details of the processing of Subscriber Personal Data as required by Article 28(3) of the GDPR. Subject matter and duration of the Processing of Subscriber Personal Data The subject matter and duration of the Processing of the Subscriber Personal Data are set out in the Agreement and this DPA. The nature and purpose of the Processing of Subscriber Personal Data The Subscriber Personal Data will be subject to the following basic processing activities: transmitting, collecting, storing and analysing data in order to provide the Service to the Subscriber, and any other activities related to the provision of the Service or specified in the Agreement. The types of Subscriber Personal Data to be processed The Subscriber Personal Data concern the following categories of data: names; email addresses; personal and professional information; and any other personal data provided by the Subscriber in connection with its use of the Service. The categories of data subject to whom the Subscriber Personal Data relates https://www.clio.com/tos/data-protection-addendum/ 6/8 7/30/24,11:48 AM Themis Data Protection Addendum for GDPR Compliance I Clio Any categories of individuals whose data the Subscriber extracts,transfers, and/or loads onto the Service, which may include but is not limited to: • Registered Clients; and • Past, present and prospective clients, business relationship contacts, and outside counsel contacts of the Subscriber. The obligations and rights of the Subscriber The obligations and rights of the Subscriber are as set out in this DPA. Have questions? Call 1-888-858-2546 or email sales@clio.com. Our sales team is available Monday to Friday from 8 a.m.to 8 p.m.EST. f X in o O Products Features Resources&Events Clio Complete Client Intake All Upcoming Events Clio Manage Billing&Collections Customer Stories Clio Grow Case Management Clio Cloud Conference Clio Accounting Document Management Legal Trends Report Clio for Clients Task Management The Legal Insider Magazine Clio Draft What's New Compare Clio Integrations See All Features Blog Start a Law Firm Community Support ort Customer Community Help Center Bar Associations Developer Hub https://www.clio.com/tos/data-protection-addendum/ 7/8 7/30/24,11:48 AM Themis Data Protection Addendum for GDPR Compliance I Clio Incubator Program Find a Consultant Referrals Clio Academy Academic Access Sitemap Channel Partner Program Subscribe Contact Us GET IT ON / Download on the • Google Play App Store TRANSFORMING THE LEGAL EXPERIENCE FOR ALL About Us • Our Mission • Leadership • Careers • News&Press CI io Terms of Service Legal Service Privacy Policy Cookies GDPR Accessibility Region ©2008-2024 Themis Solutions Inc.(Clio)1300-4611 Canada Way,Burnaby,BC V5G 4X3 https://www.clio.com/tos/data-protection-addendum/ 8/8 7/30/24,11:15 AM Terms of Service I Clio 2. Limited License& Use of the Service 2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service. 2.2 Themis does not review or pre-screen the Content and Themis claims no intellectual property rights with respect to the Content. 2.3 Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet ("CSS") or any visual design elements without the express written permission from Themis. 2.4 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service,Themis, or any other software or service provided by Themis. 2.5 Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive,threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement. 2.6 Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email "Spam", short message service "SMS" messages, viruses, self-replicating computer programs "Worms" or any code of a destructive or malicious nature. 2.7 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with Themis. 2.8 Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content ("Public Content"). It is the responsibility of the Authorized User to determine if the Service being shared is appropriate for each Registered User. Themis reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content. 2.9 Themis reserves the right at any time, and from time to time,to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, https://www.clio.com/tos/ 3/17 7/30/24,11:15 AM Terms of Service I Clio except that Themis shall provide Subscriber with 30-days notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber's acceptance of the modification. 2.10 Themis reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by Themis. Further, Themis shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the abilitytemporarily p to suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Themis will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension. 2.11 Themis stores all Content on redundant storage servers. The Subscriber may elect to, at a regular interval, replicate all Content associated with the subscription to a third party storage service ("Escrow Agent"). The replicated Content ("Escrowed Data") will be held under the terms of a separate agreement exclusively between the Subscriber and the Escrow Agent ("Escrow Agreement"). The Subscriber may also elect to replicate all Content associated with the subscription on its own storage device. 2.12 Subscriber grants to Themis a non-exclusive, royalty-free right during Subscriber's use of the Service, to use the Confidential Information for the sole purpose of performing Themis' obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Themis to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1. 2.13 Themis uses one code-base for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber's requirements. Themis will highlight known features that may require Subscriber review. 3. Access to the Service 3.1 Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service. https://www.clio.com/tos/ 4/17 7/30/24,11:15 AM Terms of Service I Clio 3.2 Each Authorized User will be provided with a unique identifier to access and use the Service ("Username"). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users. 3.3 The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User. 3.4 Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service. 3.5 As between Themis and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 10 below,Themis shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached. 3.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited. 3.7 Authorized Users are permitted to access and use the Service using an Application Program Interface ("API") subject to the following conditions: (a) any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms of Service; (b) Themis shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Themis has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API; (c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. Themis, in its sole discretion,will determine https://www.clio.com/tos/ 5/17 7/30/24,11:15 AM Terms of Service I Clio excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and (d) Themis reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice. 4. Confidentiality 4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. 4.2 Themis and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 7 of this Agreement, or (c) as otherwise authorized by you in writing. 5. Security and Access 5.1 Themis e s is responsible for providing a secure method of authentication and accessing its Service. Themis will provide mechanisms that: (a) allow for user password management (b) transmit passwords in a secure format (c) protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices. 5.2 Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service. 5.3 Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify Themis upon suspicion that a username and password has been lost, stolen, compromised, or misused. 5.4 At all times, Themis, and any third party vendors and hosting partners it utilizes to provide the Service, will: (a) use information security best practices for transmitting and storing your Content, adhering to industry standards; https://www.clio.com/tos/ 6/17 7/30/24,11:15 AM Terms of Service I Clio (b) 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; (c) ensure its host facilities maintain industry standards for security and privacy; and (d) within thirty (30) days of a request by Subscriber, provide Subscriber with a (SOC2 or SOC3) audit report or industry standard successor report or a comparable description of its security measures in respect of the data center facilities used to host the Service and the Content. In order to obtain such a report, Subscriber must enter into an agreement with the third party provider of the report. 5.5 Themis shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that Themis reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a "Security Breach"). Themis shall make such report within 72 hours after learning of the Security Breach. 5.6 In the event of a Security Breach, Themis shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavours to mitigate any harmful effect of the Security Breach. 6. EU Data Protection The parties agree to comply with the provisions of the Data Processing Addendum set out in Exhibit B. 7. Legal Compliance 7.1 Themis maintains that its primary duty is to protect the Content to the extent the law allows. Themis reserves the right to provide the 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. If Themis is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Themis will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that https://www.clio.com/tos/ 7/17 7/30/24,11:15 AM Terms of Service I Clio the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Themis may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose. 7.2 Themis will only accept legal requests for production of Content or other Confidential Information through the procedures listed on https://www.clio.com/legal-service. 8. Managed Backup and Archiving 8.1 Themis's managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Themis shall ensure recovery of lost or corrupted Content at no cost to you. Following any cancellation or termination of Service for any reason, Subscriber shall have ninety days to retrieve any and all Content. 9. Payment, Refunds, and Subscription Changes 9.1 Subscribers with paid subscriptions will provide Themis 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 Subscribers agree to pay based on where the Subscriber is located. Invoices will include (i) subscription fees and (ii) all applicable sales taxes, as amended from time to time, for the jurisdiction in which the Subscriber is located. In the event of updated tax rates, Themis will apply the new tax rate without notice to the Subscriber. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges. 9.2 Subscribers with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions cancelled prior to the expiration of any trial period, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days.Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge.All charges are final and non-refundable, including payments made by Annual Subscribers, setup fees, and other professional services charges. Subscribers who purchased setup or professional services, like tailored live training, customized forms and documents, or migration services, must initiate those services within sixty (60) days (Service Window) following their purchase. Absent a separate invoice,the date of purchase for setup or professional services will be deemed to be the initial date of entry of a valid credit card for payment as required in §9.1. Failure of the Subscriber to initiate https://www.clio.com/tos/ 8/17 7/30/24,11:15 AM Terms of Service I Clio purchased setup or professional services within Service Window will result in those services no longer being available and no refund will be issued. 9.3 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 Subscriber. 9.4 There are no charges for cancelling a subscription and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle. 9.5 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades, and including the addition or removal of discounts included for the purchase of suite services. Adding Authorized User subscriptions or subscription upgrades will trigger prorated charges in the current billing cycle. Subscriber authorizes Themis to apply updated charge amounts. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service. 9.6 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service. 9.7 Subscriber is responsible for paying all taxes associated with the subscription to the Service. If Themis has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be charged to and paid by Subscriber, unless Subscriber provides Themis with a valid tax exemption certificate authorized by the appropriate taxing authority. 9.8 Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings,Themis receives an amount equal to the sum it would have received had no such deduction or withholding been made. 10. Cancellation and Termination 10.1 Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription at any time by accessing the Service and visiting app.clio.com/settings/subscription/edit as applicable. For security reasons, https://www.clio.comftos/ 9/17 7/30/24,11:15 AM Terms of Service I Clio cancellations shall only be performed by an Administrator using the account cancellation URL within the Service. The Administrator may be directed, within the Service, to call support to complete the cancellation. Cancellations shall not be accepted by any other means. 10.2 Themis in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency. 10.3 If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) Themis provides Subscriber with commercially reasonable notice of this violation; (iii) Themis uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to Themis's reasonable satisfaction within thirty (30) days of such notice, then Themis reserves the right to suspend access to the Service. 10.4 As required by Section 8 above ("Managed Backup and Archiving"), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to remain available fora period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement. 11. Limitation of Liability 11.1 Except in the case of a violation by Themis of its obligations under Section 4 above ("Confidentiality"), Section 5 above ("Security and Access"), and Section 8 above ("Managed Backup and Archiving"), and except as provided in Section 13.2 below ("Indemnification"), Themis shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by Themis. 11.2 SUBSCRIBER AGREES THAT THE LIABILITY OF THEMIS ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT THEMIS IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, 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, https://www.clio.com/tos/ 10/17 7/30/24, 11:15 AM Terms of Service I Clio WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER THEMIS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 13.2. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY THEMIS TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. 11.3 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber's technology which occurs as a result of Subscriber's electronic equipment and/or Subscriber's computer system. 12. Disclaimer of Warranties 12.1 THEMIS 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 ANY SERVICES PROVIDED BY THEMIS. NOTHING IN THIS SECTION 12.1 SHALL MODIFY THEMIS'S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 13.2(A) OF THIS AGREEMENT ("INDEMNIFICATION"). 12.2 Themis makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does Themis make any warranty as to any results that maybeobtainedfrom the use of the Service. Nothingin this Section 12.2 shall modifyThemis's obligations under Section 4 above ("Confidentiality") or Section 5 above g ( Y ) ("Security and Access") or Themis's obligation to indemnify you as required by Section 13.2(b) of this Agreement ("Indemnification"). 12.3 Themis hereby disclaims all warranties of any kind related to Subscriber's hardware or software beyond the warranties provided by the manufacturer of Subscriber's hardware or software. 13. Indemnification 13.1 Subscriber hereby agrees to indemnify and hold harmless Themis from and against any claim, action, proceeding, loss, liability,judgment, obligation, penalty, damage, cost or https://www.clio.com/tos/ 11/17 7/30/24,11:15 AM Terms of Service I Clio expense, including attorneys' fees, which arise from or relate to the following: a. Authorized Users' breach of any obligation stated in this Agreement, and b. Authorized Users' negligent acts or omissions. Themis will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber's own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Themis. Themis reserves the right to participate in the defense of the claim, suit, or proceeding, at Themis' expense, with counsel of Themis' choosing. 13.2 Themis shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Subscriber by a third party a. alleging that the Service, or use of the Service as contemplated hereunder, 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 Subscriber: (a) promptly gives written notice of the Claim to Themis (provided, however, that the failure to so notify shall not relieve Themis of its indemnification obligations unless Themis can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (b) gives Themis sole control of the defense and settlement of the Claim (provided that Themis may not settle any Claim unless it unconditionally releases Subscriber of all liability); and (c) provides to Themis, at Themis's cost, all reasonable assistance. Themis shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber's 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; (y) use of the Service in combination with any other product or service not provided by Themis to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service 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; or b. arising out of or related to a violation by Themis of its obligations under Section 4 above ("Confidentiality") or Section 5 above ("Security and Access"), https://www.clio.com/tos/ 12/17 7/30/24,11:15 AM Terms of Service I Clio 14. Clio Payments 14.1 Themis offers an optional product which allows you to process payments and other payment related services ("Clio Payments"). In addition to Services related to Clio Payments provided by Themis, the payment processing component of Clio Payments is provided by the third party payment processing provider Stripe Payments Canada, Ltd. or its affiliates ("Payment Processor"). This payment processing is a Third Party Service (as defined below) and is subject to the Stripe Connected Account Agreement including agreements and other documents referred to in such agreement (collectively, the "Payment Processing Agreement"), as modified by the Payment Processor in accordance with the Payment Processing Agreement. By enrolling in and continuing to use Clio Payments, Subscriber agrees to be bound by this Section 14 and the applicable terms of the Payment Processing Agreement. 14.2 Clio Payments are subject to certain fees and surcharges communicated to Subscriber during the enrollment process. As a condition of Themis enabling Clio Payments, Subscriber agrees to provide Themis with accurate and complete information related to Subscriber's use of Clio Payments and authorizes Themis to share such information and transaction information with the Payment Processor pursuant to our Privacy Policy. Transaction information from payors will be collected for processing of transactions by the Payment Processor in accordance with the Payment Processor's terms applicable to the payments. To the extent permitted by law, Themis may collect any payment obligations Subscriber owes under this Agreement by deducting the corresponding amounts from funds payable to Subscriber arising from the settlement of card transactions through Clio Payments. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts are not sufficient to meet Subscriber's obligations, Themis may charge or debit the bank account or credit card registered in Subscriber's account for any amounts owed (and you agree to execute such additional directions in writing to permit us to do so, if required). In the event a payment chargeback or dispute occurs, Subscriber may be charged a dispute fee per occurrence by Themis. This Section does not permit Themis to debit a Subscriber trust account for any reason. In addition to the amount due, delinquent accounts may be charged fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees, convenience fees, legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest and third party charges. Subscriber hereby explicitly agrees that all communication in relation to delinquent accounts will be made by electronic mail or by phone, at addresses and numbers provided to Themis. Such communication may be made by Themis or by anyone on its behalf, including, but not https://www.clio.com/tos/ 13/17 7/30/24,11:15 AM Terms of Service I Clio limited to, a third party collection agent. Subscriber will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using Clio Payments. An Administrator may cancel the use of Clio Payments at any time by visiting here. 15. Clio File Themis offers an optional feature that allows Subscribers with a valid credit card on file with Themis to file documents directly with certain courts ("Clio File"). In order to activate your access to Clio File, or to make an electronic filing through Clio File,you may be required to agree to additional terms or conditions from third parties (such as terms of use presented by an electronic filing service provider) and all such terms or conditions are deemed to be terms from a Third Party Service (as defined below). You acknowledge that if you choose to use Clio File,you are responsible for complying with any applicable Third Party Service terms and you agree to review such terms prior to accessing or using Clio File. To the maximum extent permitted by applicable law, Themis has no obligations or liability for: (i) portions of the electronic filing process that are managed by third parties, such as electronic filing service providers and the applicable court system; and (ii) any information that you provide, or authorize Themis to provide,to any third party, or the collection, use or disclosure of such information by any third party, in connection with any electronic filing submitted through Clio File. You will have the opportunity to review applicable pricing before you make an electronic filing submission through Clio File and applicable fees for each submission will be charged to your credit card on file with Themis. 16. Miscellaneous 16.1 Technical support and training are available to Authorized Users with active subscriptions, and is available by telephone, email or electronic support ticket, as defined at support.clio.com/home and in Exhibit A. 16.2 Subscriber acknowledges and agrees that Themis may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. 16.3 The Services may allow you to access or use or integrate with third party providers of products and services ("Third Party Services"). Such Third Party Services are not "Services" under this Agreement and are not subject to any terms related to Services, including related warranties, indemnities, service commitments or other obligations . The availability of any Third Party Services through the Services does not imply Themis's endorsement of or https://www.clio.com/tos/ 14/17 7/30/24, 11:15 AM Terms of Service I Clio affiliation with the provider. Access to and use of any Third Party Services are subject to the separate terms and conditions required by the providers of the Third Party Services. Themis does not control the Third Party Services and will have no liability to Subscriber in connection with any Third Party Service. Themis has no obligation to monitor or maintain any Third Party Service and may replace, disable or restrict access to any Third Party Service or cancel related integrations at any time, without notice. The calculation of downtime pursuant to Exhibit A does not include the unavailability of any integration to a Third Party Service. BY USING OR ENABLING ANY THIRD PARTY SERVICE, SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY AGREEMENT AND THEMIS DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD PARTY SERVICE. 16.4 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Themis liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Themis, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. Themis will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. Themis' actions will comply with its obligations under Sections 4 and 5 of this Agreement. 16.5 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. 16.6 This Agreement constitutes the entire agreement between Authorized Users and Themis and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and Themis (including, but not limited to, any prior versions of this agreement). 16.7 Themis reserves the right to amend this Agreement. In the event of material changes to the Agreement, Themis will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms. 16.8 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, https://www.clio.com/tos/ 15/17 7/30/24,11:15 AM Terms of Service I Clio 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. 16.9 Governing Law and Venue. This Agreement and your relationship with Themis shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the province of British Columbia, Canada and shall be considered to have been made and accepted in British Columbia, Canada, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of British Columbia in Vancouver, and Subscribers consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees. Have questions? Call 1-888-858-2546 or email sales@clio.com. Our sales team is available Monday to Friday from 8 a.m.to 8 p.m. EST. f X in O O Products Features Resources& Events Clio Complete Client Intake All Upcoming Events Clio Manage Billing&Collections Customer Stories Clio Grow Case Management Clio Cloud Conference Clio Accounting Document Management Legal Trends Report Clio for Clients Task Management The Legal Insider Magazine Clio Draft What's New Compare Clio Integrations See All Features Blog https://www.clio.com/tos/ 16/17 7/30/24, 11:15 AM Terms of Service I Clio Start a Law Firm Community Support Customer Community Help Center Bar Associations Developer Hub Incubator Program Find a Consultant Referrals Clio Academy Academic Access Sitemap Channel Partner Program Subscribe Contact Us low GET IT ON / Download on the Google Play App Store TRANSFORMING THE LEGAL EXPERIENCE FOR ALL About Us • Our Mission • Leadership • Careers • News&Press CI io Terms of Service Legal Service Privacy Policy Cookies GDPR Accessibility Region ©2008-2024 Them is Solutions Inc.(Clio)1300-4611 Canada Way,Burnaby,BC V5G 4X3 https://www.clio.com/tos/ 17/17 Affidavit of Compliance with Foreign Entity Laws The undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: § 287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on • -half of Entity. Date: kAySk $ , 20 Z'{ Signed: Entity: /ncvvli5 Saki, S Name: Atilan4ux C..C'e't Title: Celi,or L \ Cc jSe-\ STATE OF &i *\ Cok_iA.Anto COUNTY OF Burn The foregoing instrum nt was acknowledged before me, by means of Wphysical presence or 0 online notarization this 2 day of 20 2N , by AU,o_,t,at, IQ vvketz as int Via( Cc Vfa l for I hewiiS 4n6,"ikt,It\5 1 v`c ' ,who is personally known to me or who has produced as identification. Notary Public Signature: le"L I'4" State of Florida at Large (Seal) Print Name: W tach QoVVcA.< My commission expires: N `\ Foreign Entity Affidavit PII Contracts 3.29.24 (SRW) Page 1 of 1 Affidavit of Compliance with Anti-Human Trafficking Laws In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: y,S\ g , 201 Signed: Entity: 1 -J4\S Name: A cx(\ o. �ecc�SS pp Title: Sensor (e,D0.\ C nSe` STATE OF p� Sv\ COUNTY OF nab The foregoing instrume t was acknowledged before me, by means ofphysical presence or ❑ online notarization, this <6 day ofuS\ , 20 2-1A , by /4l.kc (�,l o Ter r k S S , as y��`�v �rC,7sl( �w kok I for fikol4 >(1ull. % C , who is personally known to me or who has produced as identification. Notary Public Signature: A I o.&_(-- State of Florida at Large (Seal) Print Name: N i0.V•A\A P°Wqk My commission expires: o l A Human Trafficking Affidavit 7.2.24 (SRW) Page 1 of 1