1 Terms of Service Subscription & License Agreement Preamble Thank you for your interest in the Cloud Edition of Amicus Attorney. We appreciate your business. It is our goal to provide you with the very best cloud practice management solution for lawyers in the world. A service like this has multiple aspects: it includes software that we have developed, a web site, a service in the provision of data storage and communication, 3 rd party software and services from companies like Microsoft that we have licensed, and many other items of our intellectual property. You need to subscribe to the service in order to be licensed to use these, and you need to agree to the terms under which we provide them. That s what this document is. Please read it carefully. By using Amicus Attorney you are agreeing to these terms. If you do not agree with 100% of these terms, do not use Amicus Attorney. The odds are, if you re interested in this software, you re a lawyer or work in a law firm. You should know that G&G and its licensors retain all the intellectual property in the software being licensed to You as part of the service, and that you are acquiring a non- exclusive license to use it, as described below. You re not buying it and you won t own it you re getting a license to use it. The service, and the related licence, are only provided to each person paying for same, either directly or through You. It is a subscription, so it only continues while you keep that subscription current. And you know that software like this is licensed in many different places for use in many different circumstances, all at an extraordinarily low price considering the years of development that went into it. So we can t provide any warranty about fitness for a particular purpose. Those who are using it have to take responsibility for whatever they do with it. We spell all this out in detailed terms below. You should understand the importance of these provisions. If you don t, please get advice from a lawyer before you use the software. 1. What this is about This is a binding agreement for the terms of service for Amicus Attorney Cloud Edition ( Amicus Cloud ), including the license for the software. Amicus Cloud includes the web site at cloud.amicusattorney.com; the law practice management system, tools and services provided through that site; all software, applets, services, data, text, images, sounds, video and content made available through the site, including all additions or updates thereto which are made from time to time; and all related documentation, whether tangible or electronic. If you choose to subscribe to the optional Amicus Hosted Exchange service, this agreement covers it as well. It is important that you read all of this document and agree to every term. If you do not agree to everything, you are not authorized to use Amicus Cloud and must not log in. Every time you log into Amicus Cloud you are confirming your agreement to these terms. This agreement shall remain in force at all times that you have access to Amicus Cloud. 2. Who is making this agreement This agreement is between us, Gavel & Gown Software Inc. ( G&G ) and you ( You ), the customer who is using Amicus Cloud.
2 If You are using Amicus Cloud as part of or at the direction of a corporation, partnership or other legal entity, regardless of whether such entity may have a separate agreement with us, You are nevertheless individually bound by this agreement. If You are entering into this agreement on behalf of a company, partnership or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this agreement, in which case the terms You or Your shall refer to such entity and its affiliates. If You do not have such authority, or if you do not agree with this agreement, You must not accept these terms and may not use Amicus Cloud. You warrant that You are an eligible user of Amicus Cloud as described in section 19 below. If you are not, you must not accept these terms and may not use Amicus Cloud. 3. Use of Amicus Cloud Subject to the terms of this agreement, G&G grants to You a subscription to use the Amicus Cloud service, including a personal, non- transferable, non- sublicensable, revocable and non- exclusive license to use Amicus Cloud, solely for your own internal business or personal purposes. The grant of this license is conditional on compliance with this agreement, including payment of the monthly subscription fee (other than during the 15- day free trial period described below), as set out in the Payment section below. You agree that You will not misuse this right, which includes that You will comply with the requirement for no improper use as described in section 20 below. 4. Uptime Guarantee G&G commits that Amicus Cloud will be available to You at least 99.9% of the time every month. The following are excluded from this uptime guarantee: o Scheduled maintenance of which we have notified You (we will endeavour to do this at a time that will inconvenience the fewest customers possible); o Events beyond G&G s reasonable control; o Failure of Your Internet access or any intermediate transit providers; o o Any acts or omissions by or on behalf of You that cause Amicus Cloud to be unavailable; and Services, hardware or software under Your control and responsibility whose performance causes Amicus Cloud to be unavailable. This guarantee is not available if your subscription is not fully paid. If in any month G&G fails to maintain Amicus Cloud available to You as set out above, it is agreed that your compensation for this failure will be limited to the amounts set out in the Refunds & Credits section below. 5. Technical support G&G agrees to provide You with friendly technical support concerning your use of Amicus Cloud during the term that your subscription is valid and fully paid. All requests for technical support must be initiated through the support system built into Amicus Cloud (click Help to find this). Using this system ensures a higher quality of support and tracking of every incident. It also contributes to a better product. It is our expectation that most support incidents will be resolved through the online help system, chat system or , but telephone support is also available through our toll- free line during regular business hours (8:30 am to 8 pm Eastern Time on business days). Onsite technical support is not included. More details about the technical support G&G is agreeing to provide to you can be found at cloud.com/support. 6. Privacy The privacy of your data is of the utmost importance to us. We are aware that You are probably a lawyer or work in a law firm and that you have significant attorney- client confidentiality obligations. We will endeavour to support you in those when you are using Amicus Cloud. 2
4 10. Security of Passwords The password that You use to access Amicus Cloud is a critical part of the security for Your Data. You are entirely responsible for establishing a secure password and protecting its confidentiality. You agree that you will use best practices in creating a unique password, changing it frequently and keeping it confidential. Your password should be long, with a combination of characters, numbers, upper and lower case. If you become aware of any unauthorized use of your password or of your Amicus Cloud account, or any suspicion that your password has been lost, stolen, compromised or misused, you agree to immediately notify G&G. G&G shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You will indemnify G&G and its employees, officers, directors, and affiliated companies, for all all claims, damages, losses, liabilities, costs and expenses resulting from such use. 11. Responsibility for your account You are responsible for any and all activities that occur under your login or Amicus Cloud account. You are responsible for the accuracy and adequacy of personal information provided to Amicus Cloud in connection with your subscription. You are responsible for all information, data, text or other materials that You put into Amicus Cloud, and for any intellectual property or other liability issues connected to your use or storage of that information. You agree that your login may only be used by one person. You may not use the account, username, or password of someone else. The person or firm in whose name the account is activated is ultimately responsible for all use of the account, all actions of the users of that account and all the data uploaded to the account. 12. Modifications G&G encourages and welcomes your suggestions for the improvement of Amicus Cloud, and thanks you for all of your ideas. You agree that in making those suggestions you recognize that G&G is not obligated to compensate you for them, and that any intellectual property in them passes to G&G. You also commit that in providing G&G with any such suggestions you are not infringing anyone else s intellectual property, and will indemnify G&G and its employees, officers, directors, and affiliated companies, for all all claims, damages, losses, liabilities, costs and expenses should it ever be held liable for using your suggestions. G&G may from time to time modify Amicus Cloud by adding or removing features or functionality or changing their behavior. These modifications can be made with or without notification to you. Your continued use of Amicus Cloud after any such modifications constitutes acceptance of the modified version and agreement to use it under the terms of this agreement. 13. Payment There is no charge for using Amicus Cloud for the first 15 days (the 15- day free trial period ). o If You do not provide your credit card details to G&G within the 15- day free trial period, your account will be suspended after the 15 days and can only be reactivated by submitting your credit card information. If you do not do so within 10 further days, all data that You entered during the 15- day free trial period will be irrevocably destroyed. You agree that to continue to use Amicus Cloud after the 15- day free trial period, You will pay a service fee for each month that you have a valid login to use Amicus Cloud (the Service Fee ). You agree to pay the Service Fee on a monthly subscription basis in advance of the month to which it applies. The service provided in this agreement is effective upon your payment of the Service Fee, shall continue for a period of one month, and shall renew for a further month upon each payment of the Service Fee. Payment of the Service Fee is made by providing a valid credit card in the place provided for this in Amicus Cloud. 4
5 This payment is due on the monthly anniversary of the first date on which you provide your credit card details. G&G does not keep or store your credit card information in any way. G&G passes this information in a secure format to a qualified merchant bank. That bank will validate your credit card, and then charge the Service Fee to it each month during the currency of your subscription. You agree that G&G may share your credit card and related billing information with that merchant bank for that purpose as described. You agree that your credit card may be charged monthly in the amount of the Service Fee every month until You notify G&G that (a) You wish to terminate this agreement in accordance with the section on Termination below, or (b) You wish to use a different credit card for subsequent payments. You are responsible for keeping your credit card information up to date. As changes to your credit card occur, You can easily enter them in the place provided in Amicus Cloud. You agree that if for any reason your credit card fails to be successfully processed in payment for your Amicus Cloud subscription, after notification to you your ability to log into or use Amicus Cloud will be suspended until the payment is made. If payment does not resume within 28 days of its failure date, this agreement will be terminated, as more fully described in the section on Termination below. The Service Fee shall be as set out in the Pricing section of the Amicus Cloud web site (www.amicus- cloud.com/pricing). G&G may change the Service Fee for the immediately subsequent month at any time at its sole discretion, provided it notifies You of any such change in advance. Upon receiving such a notification, You have the option of continuing your subscription or cancelling it. Continuing to use Amicus Cloud after receiving a notification of a price change constitutes Your agreement to the new pricing for such subsequent month. The Service Fee does not include any federal, state, provincial or local sales, use, value added or similar taxes, including those taxes commonly known as the GST/HST and the Quebec Sales Tax (collectively, "Sales Taxes"). If G&G is required by law or the administration thereof to collect any Sales Taxes from You, then You shall pay such Sales Taxes to G&G concurrent with the payment upon which the Sales Taxes are calculated. If G&G is not required by law or the administration thereof to collect applicable Sales Taxes from You, then You shall be solely responsible for reporting and remitting such Sales Taxes to the appropriate governmental authority. You agree that if the total data stored in Amicus Cloud by You exceeds 10 GB per licensed user, additional charges will apply. Any accrued but unpaid Service Fees may accrue late charges at the rate of 1% of the balance per month, or the maximum rate permitted by law, whichever is lower, and You give G&G permission to charge your account for such accrued and unpaid fees at any time on or after they have accrued. You shall be liable for all costs of collection incurred by G&G including, collection agency fees, reasonable attorney s fees and court costs if You fail to comply with the payment obligations set forth herein. 14. Adding Users The Amicus Cloud service is based on an enterprise license, for a specified number of users. During the 15- day free trial period you may add as many users to your Amicus Cloud subscription as you like. However, once the Service Fee becomes payable for using Amicus Cloud, it is payable for each person who is using Amicus Cloud in your firm. Each person who uses or logs into Amicus Cloud in your firm will be provided with their own separate service, and therefore will require their own separate log- in to be added to the license, to be supported by the Service Fee for each of the services. This applies whether the people who are using it do so simultaneously or not, and whether they use the same login ID or not. Any new users that are added to your firm after your subscription is on a payment basis must pay the Service Fee immediately, without a further free trial period. However, if you add new users part way through a billing month, the Service Fee for those users will not become payable until the next billing month. The person who provides the credit card is responsible for the Service Fees for all users in that firm. 5
6 You agree that from time to time G&G may audit your compliance with the above terms, including visiting your user sites for such purpose. 15. Amicus Hosted Exchange Amicus Hosted Exchange is the hosted Microsoft Exchange service that is offered as an optional companion product to Amicus Cloud. Your use of Amicus Hosted Exchange is governed by the terms of this agreement. In addition, there are two separate documents that contain specific terms relating to the Amicus Hosted Exchange service, and the protection of certain third- party rights in that service. These are the Amicus Hosted Exchange Master Service Agreement (MSA), and the Amicus Hosted Exchange Service Level Agreement (SLA). These documents are linked to their names in this paragraph, and can be read by clicking on those links. You agree that you have clicked on those links and read those agreements in full, the terms of which are incorporated into this agreement by reference if you have subscribed to Amicus Hosted Exchange. If you have subscribed to Amicus Hosted Exchange, You agree that you are bound by the terms in those documents. Should the terms of those agreements be inconsistent in any way with the rest of this main agreement, the terms of the specific Amicus Hosted Exchange agreements prevail. 16. Refunds & Credits If G&G fails to maintain the uptime guarantee (as described above), You will be entitled to a credit on the following basis: o 99% or better uptime (as calculated on a monthly basis): 2% credit o 95% % uptime (as calculated on a monthly basis): 10% credit o 90% % uptime (as calculated on a monthly basis): 20% credit o 80% % uptime (as calculated on a monthly basis): 30% credit o 79.9% or less uptime (as calculated on a monthly basis): 50% credit Credits for lack of availability are limited to the total amount of Service Fees paid by You to G&G for the month in which G&G fails to comply with the uptime guarantee. To receive credits, You must submit a request for credits to G&G by or other written communication within 10 business days of resolution of the service unavailability incident for which credits are requested. Apart from the above credits for the uptime guarantee, You agree that there will be no refunds or credits of Service Fees once they have been paid to G&G. This includes no refunds for partial months of your subscription if you terminate this agreement partway through a billing month, and no refunds for months in which you have a paid subscription but never use Amicus Cloud. If you reduce the number of licensed users in your firm s subscription, the corresponding reduction in your Service Fees will take effect in the next billing month after you make the reduction. You may have to re- enter your credit card for this reduction to take effect. 17. Cancellation & Termination Your subscription will continue and your credit card will continue to be charged until you cancel your subscription. You are responsible for canceling your own subscription. You may cancel your subscription at any time by logging into Amicus Cloud, going to the Licensing section of the Options that are found at the top of the screen, and following the instructions there. There are no charges for cancelling a subscription. Subscriptions cancelled prior to the end of the current billing period will not be charged again in the following billing period. On the cancellation or termination of your subscription all login IDs and passwords issued to You to access Amicus Cloud will be deactivated upon the end of the current billing period and thereafter you will no longer be able to use it. G&G has the right in its sole discretion to suspend or terminate the service, including your license, without notice to you if in good faith G&G believes you have failed to comply with any of the terms of this agreement, including if you fail to pay the required Service Fee. Any such termination by G&G shall be in 6
7 addition to and without prejudice to such other legal rights and remedies as may be available, including injunction and other equitable remedies. You expressly agree and acknowledge that upon termination of your subscription service for any reason (whether terminated by You or by G&G) ALL YOUR DATA IN AMICUS CLOUD (INCLUDING CLIENT FILES, DOCUMENTS, S AND EVERYTHING), IS SUBJECT TO IMMEDIATE DELETION AND IN ALL CASES WILL BE IRREVOCABLY DELETED AND DESTROYED WITHIN APPROXIMATELY 28 DAYS OF TERMINATION. Accordingly, prior to cancelling your subscription it is extremely important that you plan ahead and remove any of Your Data that you want to use or have access to in the future. The G&G support team will provide you with instructions for obtaining a copy of Your Data at any time while your subscription is valid, or will assist you in doing so for an additional fee. G&G shall not be liable for any damages resulting from any termination of your subscription. The provisions of Sections 13, 15, 17, 18, 20 to 24 and 26 to 28 herein shall survive any cancellation or termination of this agreement. 18. Intellectual property in Amicus Cloud Amicus Cloud is licensed, not sold, to You. You agree that G&G owns all rights, title and interest, including copyright, patent, trade secret, and all other intellectual property rights (regardless of whether those rights have been registered or otherwise publicly recorded or recognized, and wherever in the world those rights may exist), in Amicus Cloud, related documentation, videos, FAQs, web sites, trade- marks, service marks, logos, domain names, taglines, names and other materials that accompany Amicus Cloud. No title to the intellectual property in Amicus Cloud or these associated materials is transferred to you by this agreement. If You are ever held or deemed to be the owner of any intellectual property rights in Amicus Cloud, then you hereby irrevocably assign to G&G all such rights, title and interest and agree to execute all documents necessary to implement and confirm the letter and intent of this Section. Your rights to use Amicus Cloud are subject to and limited by the terms of this agreement. G&G reserves all rights not expressly granted to You in this agreement. This agreement does not grant You any rights to trade- marks or service marks of G&G. 19. Eligible Users To be eligible to enter into this agreement and become a user of Amicus Cloud, you represent and warrant that You: Have full right, power and authority to agree to and be bound by this agreement; Will only maintain one service subscription at any given time; Are not a competitor of G&G and/or are not using Amicus Cloud for reasons that are adverse to, or can reasonably be expected to compete with, Amicus Cloud and/or G&G; Agree to provide, at your cost, all equipment, software (other than Amicus Cloud) and Internet access necessary to use Amicus Cloud. 20. Improper Use You agree that You will not: Copy or reproduce Amicus Cloud or any of its source code for any purpose; Use or transmit any of the Amicus Cloud HTML, cascading style sheets or other source code that may be viewable for any purpose other than your personal use of Amicus Cloud; Rent, lease, loan, license, sublicense, sell, resell, transfer, assign, distribute, time share, provide service bureau or commercial hosting services or otherwise commercially exploit or make Amicus Cloud available to any third party; Charge a fee to other users for the use of Amicus Cloud or charge a fee to those users for access to general services which might include access to Amicus Cloud; Modify, adapt or create derivative works based upon Amicus Cloud, its design or its look and feel, in whole or in part; Reverse engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human- perceivable form any of Amicus Cloud in any way; 7
8 Permit third parties to use Amicus Cloud in any way that would constitute a breach of this license agreement; Modify another website or URL so as to falsely imply that it is associated with Amicus Cloud; Use Amicus Cloud to process data on behalf of any third party, or Use Amicus Cloud in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of Amicus Cloud and its components. You agree that You will not violate or attempt to violate any security features of Amicus Cloud, including, (a) accessing content or data not intended for you, or logging into an account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of Amicus Cloud, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) using any bots, spiders, scripts, or other similar devices or processes in connection with Amicus Cloud; (d) interfering or attempting to interfere with service to any user, host, or network, including by means of submitting a virus to the Amicus Cloud website, overloading, flooding, spamming, crashing or distributed denial of service attacks; (e) using Amicus Cloud or Amicus Mail to upload, post, host, or transmit unsolicited , Spam, short message service SMS messages, viruses, self- replicating computer programs, Worms or any code of a destructive or malicious nature; or (f) forging any TCP/IP packet header or any part of the header information in any or in any posting using Amicus Cloud or Amicus Mail. You agree not to use Amicus Cloud in any manner which may infringe the copyright or intellectual property rights of others, or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of this agreement. 21. Warranties Subject to Section 21 of this agreement, You expressly acknowledge and agree that use of Amicus Cloud is at your sole risk. G&G does not warrant or make, and expressly disclaims, any representations, covenants or conditions, express or implied, regarding the use or the results of the use of Amicus Cloud or related materials or services in terms of their correctness, accuracy, reliability, suitability for any particular purpose, ability to meet any particular requirements, expectations or otherwise. No oral or written information, representation or advice given by G&G or a G&G representative shall create a warranty or increase the scope of this warranty. You agree that this written warranty supplants and replaces any oral or written warranty You may have otherwise received. Except as provided herein, Amicus Cloud and related material are provided AS IS, AS AVAILABLE AND WITH ALL FAULTS without warranty or condition of any kind, including the implied warranties or conditions of merchantability, merchantable quality, noninfringement and fitness for purpose, or any implied representations or warranties arising out of course of performance, course of dealing or usage of trade. G&G does not warrant that Amicus Cloud will meet your requirements, will be compatible with your computer or related equipment, or software, or that Amicus Cloud and its operation will be accurate, valid, reliable, authentic, current, or complete, or will continue to operate, operate without interruptions or be error- free. In addition, G&G makes no representation, warranty, condition or covenant that the Amicus Cloud service and software are appropriate or available for use at any location. Accessing the Amicus Cloud service and software from locations where their contents are illegal is prohibited. Those who choose to access the Amicus Cloud service and software from locations other than Canada do so on their own initiative and are responsible for compliance with local laws. IN NO EVENT SHALL G&G BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, LOST PROFITS, LOSS OF USE OR LOSS OF DATA, WHETHER FORESEEABLE OR NOT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION AND EXCLUSION APPLIES IRRESPECTIVE OF THE CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH. G&G is not responsible for problems that may occur as a result of any incompatibility between Amicus Cloud and any other software or hardware. You assume responsibility for the selection of Amicus Cloud to achieve your intended purposes, for making backups of your data regularly, and for choosing, maintaining 8