Terms of Service

For customers using draft.clio.com, please refer to Clio Draft Terms of Use. 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.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” or “Subscriber” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Service. For certainty, “Subscriber”, “you” or “your” shall refer to the purchaser of the Service and shall also include any agent, representative, independent contractor, employee, servant, attorney and any entity or person who has authority to act on the purchaser’s behalf, including the Administrator, Primary Subscriber and any Authorized Users.

The Service is intended only for access and use by individuals at least 18 years old. By accessing or using the Service, you warrant and represent that you are at least 18 years old and with the full authority, right, and capacity to enter into this Agreement. If you are not at least 18 years old, you are prohibited from both the access and usage of the Service.

1. Definitions

(a) “Account Data” means data which pertains to the Subscriber, Authorized Users, and Registered Clients necessary to identify them and administer their use of the Service. For the avoidance of doubt Account Data does not include data uploaded by the Subscriber or Authorized Users relating to contacts, matters, tasks or similar data.

(b) “Administrator” shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from Themis.
(c) “Agreement” shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at clio.com/privacy and the attached Exhibits.

(d) “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.

(e) “Confidential Information” shall mean the Account Data, Content 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.

(f) “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 or from your Authorized Users or Registered Clients.

(g) “Intellectual Property Rights” means all rights and interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing.

(h) “Order Document” means a pricing proposal, purchase order, online order form, statement of work or similar document (or collection of the foregoing) entered into by Themis and Subscriber for the Service, or any other similar mechanism made available by Themis through which a Subscriber purchases the Service.

(i) “Output” means any and all content, data, information, results, responses, recommendations, predictions, analyses, or other materials generated, produced, created, or returned by an AI Service whether in response to Subscriber’s (or an Authorised User’s) Content, inputs, prompts, queries, use of the Service, or otherwise, regardless of format, medium, or method of delivery.

(j) “Primary Subscriber” shall mean the Subscriber who initiated the Service offered by Themis and is assumed by Themis to have the sole authority to administer the subscription.

(k) “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.

(l) “Service” shall mean one or more software or hosted software services provided by Themis as specified in the relevant Order Document.

(m) “Subscriber” shall refer to the purchaser of the Service provided by Themis and shall also 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.

(n) “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.

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 Subscriber shall ensure that Authorized Users and Registered Clients comply with this Agreement. Subscriber shall be responsible for the acts and omissions of the Authorized Users and the Registered Clients. Without limiting the generality of the foregoing, Subscriber is responsible for any disclosure of Content arising out of features enabled by Authorized Users.

2.4 Authorized Users shall not reproduce, duplicate, copy, sell, resell, exploit access to, or create derivative works of 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.

2.5 Authorized Users shall not modify, disassemble, 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.

2.6 Authorized Users shall not use the Service in any manner which may infringe 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. Authorized Users must not remove and proprietary notices or labels from the Service.

2.7 Authorized Users shall not use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, or introduce or use any viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature. Themis monitors usage patterns to detect potential abuse violations of this Agreement. If Themis reasonably suspects abuse, misuse, or activity that could harm the Service, other users, or our reputation, Themis may temporarily suspend access to the affected Service until the issue leading to suspension is resolved to Themis’ reasonable satisfaction.

2.8 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, Intellectual Property Rights and other rights and interests in and to the Service shall remain solely with Themis. The Themis name, logo, and related marks are its property and may not be used without written permission.

2.9 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 Client. 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.

2.10 Themis reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that breaches the terms of this Agreement, including removal of such Content.

2.11 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, 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.

2.12 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 ability to temporarily 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.

2.13 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.

2.14 The accounting features which form part of the Service are intended to be an aid for legal cashiers. They do not constitute a full accounting service and are not intended to meet the Regulator’s requirements for accounting packages for legal services providers.

2.15 Subscriber grants to Themis a non-exclusive, worldwide, sublicensable, royalty-free right to use, store, modify, transmit, collect, and otherwise process the Content and Confidential Information for the sole purpose of providing the Service, performing Themis’ obligations and exercising Themis’ rights under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Themis to, in perpetuity, generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1. Themis may collect information generated from use of the Services, such as technical logs, data and learnings about Subscriber’s use of the Services (collectively, “Usage Data”), and may use, share and otherwise process such Usage Data for its lawful business purposes, provided that Themis does not publicly identify Subscriber as the source of the Usage Data. Subscriber will not interfere with the collection of Usage Data.

2.16 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.

2.17 By creating an account and providing your mobile number and/or email address, you consent to Themis contacting you at any time via email and SMS (including automated messages) to enhance the security of the Service and give you important account updates (the “Text Service”). You may need to respond to an initial message to complete registration and confirm enrolment in the Text Service.

2.18 The Text Service (SMS) and email notifications rely on third-party providers. To the maximum extent permitted by law, Themis is not liable for any errors, delays, or failures in delivery, nor for any charges imposed by your carrier or third parties. Participation in the Text Service is optional. If you wish to opt out, notify Themis or follow the opt-out instructions provided. If you change or deactivate your mobile number, you must promptly update your account to prevent messages being sent to the new holder of your old number.

2.19 Subscriber must comply with all applicable laws and regulations in connection with its use of the Service. Subscriber is solely responsible for, and to the maximum extent permitted by law Themis disclaims all liability for, the provision of goods and services sold to Subscriber’s clients (including Registered Clients) as part of its use of the Service, and any obligations Subscriber may owe to its clients. Subscriber is responsible for providing, and must provide, all necessary notices to, and obtain all necessary rights and consents from, all applicable individuals (including Subscriber’s clients) sufficient to enable Subscriber to lawfully use the Service in the ways this Agreement and Themis’ Privacy Policy describe. Subscriber will determine the content of the notices it provides.

2.20 Subscriber is responsible for all actions taken on or through its account.

3. Access to the Service

3.1 Only Authorized Users and Registered Clients are permitted to use the Service. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Themis.

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 Themis may, at its discretion, require all Authorized Users to use two-factor authentication when logging in to their account. Two-factor authentication may be disabled by the Authorized User through the account settings, subject to any additional security requirements imposed by Themis.

3.4 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.

3.5 Where a Subscriber has just one Administrator, it will provide Themis with the name and contact information of a designated Authorized User for use as an alternative point of contact if Themis is unable to reach the Administrator for a period of thirty days following the initial attempt to contact the Administrator.

3.6 You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any use of your account by a third party and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge, except to the extent that the loss you suffer is caused by Themis’ fraud, negligence or wilful misconduct. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

3.7 As between Themis and the Subscriber, any Content remains the property of the Subscriber. Upon cancellation or termination of the Service, Themis shall only liase with the Administrator or the designated Authorized User described in Section 3.5 above (if the Administrator is unable to be reached) regarding the retrieval of Content.

3.8 All access to and use of the Service via automated means (that is to say, use other than direct interaction with a human Authorized User) is strictly prohibited insofar as the Service includes features which are designed for such use.

3.9 The following provisions apply to the extent that Themis provides access to the Service using an Application Program Interface (“API”):

(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 this Agreement;

(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 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.

3.10 Disputes may arise between business partners, firm members, or other persons regarding ownership of or access to an account and its associated Content. While Themis has no obligation to do so, we reserve the right, in our sole discretion, to take one or more of the following actions (a) request additional documentation we deem necessary to determine ownership, including sworn affidavits and court orders; (b) require that all parties claiming ownership provide joint written instructions authorizing any changes to the account; (c) suspend access to the account until the disputing parties provide written documentation, in a form reasonably satisfactory to us, proving that the dispute has been resolved; or (d) transfer control of the account to the party we determine (acting reasonably) to be the rightful owner. You acknowledge and agree that Themis does not arbitrate or resolve ownership disputes between users. Any decision we make regarding account ownership will be based solely on the information provided to us and is solely for the purposes of account access until any applicable dispute is resolved. To the maximum extent permitted by law, Themis shall not be liable for any decision we make, or for any action or inaction we take, in good faith in connection with an ownership dispute.

3.11 Subscriber is solely responsible for any Content and represents and warrants to Themis that Subscriber has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary to provide the Content to Themis and to permit Themis to use and process the Content as set forth in this Agreement without violating or infringing any laws, third-party rights, or terms or policies that apply to the Content.

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 or exercise its rights 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 or exercise their rights 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 is responsible for providing a secure method of authentication and accessing its Service. Themis will provide mechanisms that:

(a) allow for user password management and the protection of passwords by utilizing code consistent with password management best practices; and

(b) transmit passwords in an encrypted format.

5.2 Except as set out in Section 5.1, 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 Content.

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;

(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;

(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 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.

8.2 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 To use the Service, you must provide a current, valid, accepted method of payment, as may be updated from time to time (“Payment Method”). As consideration for the Services, you agree to pay the subscription fees advertised by Themis, or set out in the applicable Order Document, in the manner specified below.

9.2 Annual Subscribers who satisfy applicable eligibility requirements, as determined in Themis’ sole discretion, may elect to be charged on a semi-annual or quarterly billing cycle. In such circumstances you authorize Themis, via the Payment Processor (as defined below), to charge the subscription fee and applicable Taxes (as defined below) for each billing cycle to your Payment Method.

9.3 Subscriber is responsible for and shall pay all applicable taxes, duties, tariffs, assessments, export and import fees, or other governmental charges (collectively, “Taxes”) imposed by any jurisdiction as a result of or in connection with this Agreement, Subscriber’s use of the Service, or any transactions contemplated herein, excluding only taxes imposed on Themis’ net income. If Themis is required by law to collect or remit any such Taxes, Themis may invoice Subscriber for such amounts, and Subscriber shall pay such invoiced amounts within thirty (30) days of the invoice date. Subscriber shall provide Themis with valid tax exemption certificates or other documentation reasonably requested by Themis to support any claimed exemption from Taxes.

9.4 Unless you cancel your subscription before the expiration of the subscription term then in effect, you authorize Themis, via the Payment Processor, to charge the subscription fee and applicable Taxes for the next renewal term to your Payment Method in advance of the start of such term, taking into account the expiration of any discounts, and any Subscription Upgrades and/or Subscription Downgrades, each as contemplated below.

9.5 To the extent permitted by law and except as provided in this Agreement (including without limitation Exhibit A), all charges are final, non-refundable and where applicable, non-cancellable, including without limitation all setup fees, implementation charges, subscription fees and other professional services charges, as applicable. For certainty, if you have been approved for semi-annual or quarterly billing cycles and you terminate within a subscription term, you will be required to pay the balance of the subscription fees owing for the remaining of the term then in effect and you authorize Themis to charge the Payment Method in such circumstances.

9.6 Subscribers who purchase setup or professional services, like tailored live training, customized forms and documents, or migration services, must initiate those services within sixty (60) days (the “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 the Payment Method. Failure of the Subscriber to initiate purchased setup or professional services within the Service Window will result in those services no longer being available and no refund will be issued.

9.7 You may increase the total number of users, additional products and any plan upgrades (each, a “Subscription Upgrade”) at any time, in which case you will be charged immediately for the entire cost of the Subscription Upgrade from the eﬀective date of the Subscription Upgrade prorated until the end of the then current billing cycle or subscription term, as applicable, and, at the start of the next billing period or subscription term, as applicable, the cost of the Subscription Upgrade will be incorporated into your quarterly, bi-annual or annual, as applicable, payments.

9.8 While you may reduce the number of users, reduce the number of products subscribed, or enact plan downgrades at any time during a subscription term (each a “Subscription Downgrade”), doing so will not result in any refunds or reductions in fees during the subscription term then in effect. For certainty, if done within a subscription term, any reduction in fees resulting from a Subscription Downgrade will only become effective upon the next renewal. Further, no refunds or credits will be issued for partial periods of service, unused subscriptions or removal of Subscribers. Subscription 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.

9.9 All payments under this Agreement shall be made without deduction or withholding for any taxes. If 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.

9.10 All subscription fees 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. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

9.11 Certain Services may be offered as free trials at Themis’ discretion, with eligibility criteria determined by Themis (“Free Trials”). In connection with Free Trials Themis will require a Payment Method for pre-authorization or to confirm the validity of your Payment Method. Upon the expiration of the Free Trial, except as otherwise agreed by Themis, your subscription to the applicable Service will commence automatically and you will be charged the applicable subscription fees to the Payment Method provided, unless you cancel the Free Trial before its conclusion. To view specific details of the subscription, access “Show Subscriptions” under “Manage Your Account” within the Service. Please be aware that Themis will continue to bill and charge for subsequent subscription cycles in accordance with Sections 9 and 10 of this Agreement, unless you cancel the subscription pursuant Section 10.1 of this Agreement

10. Cancellation and Termination

10.1 The initial term of your subscription shall be as set forth in your Order Document. After the initial term, your subscription will automatically renew for successive terms equal in length to your initial term, until cancelled in accordance with this Agreement. Notwithstanding the foregoing, if your initial term is a multi-year term, your subscription will renew on an annual basis.

10.2 Subscriptions may be cancelled at any time, provided that the cancellation will become effective at the end of the subscription term then in effect.

10.3 If you cancel your subscription within a subscription term the entire unpaid balance of all amounts owing for the remainder of the applicable term will immediately be due and payable (as updated to include the cost of any applicable Subscription Upgrades). For certainty, there will be no payment adjustments for unused services or for the removal of any licenses during that period, or otherwise.

10.4 If a Subscriber wishes to cancel its subscription an Administrator may do so on its behalf any time by accessing the Service and visiting the subscription section via settings, provided that a cancellation that is initiated within a term, will not be effective until the expiration of that term. For security and compliance reasons, the Administrator must call support to complete the cancellation. Cancellations shall not be accepted by any other means.

10.5 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.

10.6 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.

10.7 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 for a 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 Service 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, 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 SERVICE PROVIDED BY THEMIS. THEMIS’S PROVISION OF, AND SUBSCRIBER’S RECEIPT AND USE OF, THE SERVICES, OUTPUT, OR MATERIALS DOES NOT CREATE AN ATTORNEY CLIENT RELATIONSHIP BETWEEN THEMIS AND SUBSCRIBER. 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 Service will be secure or error free. Nor does Themis make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 12.2 shall modify Themis’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“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.

12.4 Themis is not responsible for, and to the maximum extent permitted by law disclaims all liability arising from or relating to Subscriber’s obligations to its clients (including to properly describe and deliver the goods or services being sold to its clients) and Subscriber’s compliance with applicable laws.

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 expense, including attorneys’ fees, which arise from or relate to the following:

(a) Authorized Users’ breach of any representation, warranty or obligation stated in this Agreement;
(b) Authorized Users’ negligent acts or omissions; and
(c) disputes between you and any third party or between Authorized Users, including disputes relating to account ownership or Authorized User activity.

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 Subject to Section 13.3, 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 (in each case excluding Materials (as defined below) or Output), 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; 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”);

13.3 If Subscriber becomes aware of a potential Claim, Subscriber shall (a) promptly give 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) give 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) provide 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.

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 or from time to time during Subscriber’s subscription term, all of which will appear on the invoices you receive in connection with your use of Clio Payments. 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.

14.3 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 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 or from the bank account registered in the Subscriber’s account. 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.

14.4 Subscriber is solely responsible for all aspects of its billing practices and client relationships, including but not limited to setting rates, determining billable activities, ensuring accuracy of all billing information, and compliance with all applicable laws and regulations regarding client billing. Themis provides Clio Payments, and any related Services (as applicable), as a tool to facilitate Subscriber’s billing processes but does not review, approve, or take responsibility for Subscriber’s billing practices or content. Subscriber shall indemnify and hold Themis harmless from any claims, disputes, or liabilities arising from Subscriber’s billing practices or client relationships.

14.5 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 limited to, a third party collection agent.

14.6 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.

14.7 Themis may add or subtract payment methods from the Clio Payments Service at any time in its sole discretion. Themis may, at its discretion, automatically enable all available payment methods, and by accepting payments through a payment method, the Subscriber agrees to any of the additional terms and conditions that may be applicable, including those relating to any applicable Third Party Service. If Themis intends to remove a payment method from the Clio Payments Service it will provide notice thereof to Subscriber.

14.8 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. AI Services

16.1 Themis offers optional features and services that utilize artificial intelligence technology, which may include large language models (“LLMs”) or similar technologies as part of the Services (collectively, “AI Services”). Use of AI Services may be subject to certain fees that will be communicated to you during the activation process, and by using AI Services, you agree to pay such fees.

16.2 Themis does not review Output for accuracy or completeness, and Subscriber acknowledges that Output may be incomplete or inaccurate. All AI Services and Output are provided “as is” and “as available” and Themis makes no representations or warranties of any kind with respect to the Output or AI Services. Subscriber agrees: (a) to only use the AI Services and Output with human oversight, and (b) that Subscriber is responsible for reviewing the Output, including, without limitation, for accuracy, completeness, appropriateness for Subscriber’s use case, to ensure Subscriber’s compliance with legal, regulatory, and professional organization requirements, and for compliance with any other applicable fiduciary rules, before disclosing or otherwise using the Output. The Outputs are intended for practical and informative purposes only, and are not intended to constitute legal or other professional advice of any kind. Subscriber is solely responsible for use of the AI Services and Output, and Subscriber uses and relies on the AI Services and Output at Subscriber’s own discretion and at Subscriber’s own risk.

16.3 Subscriber will not, and will not permit any third party to: (a) use the AI Services or Outputs to develop a competing product or service, or (b) use the AI Services or Outputs in or to train or develop any artificial intelligence or machine learning model, system, product or service.

16.4 Subscriber maintains sole responsibility for all relationships, interactions, and communications with Subscriber’s end-users, customers, or third parties who interact with or receive Outputs from the AI Services. Subscriber retains full control over how the AI Services are implemented, configured, presented, and used within Subscriber’s applications, websites, or services. Subscriber will ensure that Subscriber’s use of the AI Services and deployment to end-users complies with all applicable laws, regulations, and industry standards, including without limitation those relating to consumer protection, privacy, data protection, artificial intelligence, automated decision-making, accessibility, and sector-specific regulations applicable to Subscriber’s business or end-users. Without limiting the foregoing, Subscriber is solely responsible for providing appropriate and legally compliant disclosures to its end-users regarding: (i) the use of artificial intelligence or automated systems; (ii) the nature and limitations of AI-generated responses; (iii) data collection, processing, and sharing practices; (iv) any human oversight or review processes; and (v) any other disclosures required by applicable law or regulation.

16.5 Subscriber shall defend, indemnify, and hold harmless Themis from and against any claims, damages, losses, or expenses arising from or relating to: (i) Subscriber’s deployment or use of applicable AI Services with end-users; (ii) Subscriber’s failure to comply with applicable laws or provide required disclosures; (iii) any representations, warranties, or commitments made by Subscriber to its end-users regarding the AI Services; or (iv) any end-user interactions, decisions, or outcomes based on AI Services or Outputs.

16.6 Themis may de-identify and aggregate the Content submitted to, and Output received from, AI Services and use the same in order to improve and ensure the quality of the AI Services. Subscriber’s use of AI Services does not grant Themis the right to use any of Subscriber’s Confidential Information for the purpose of training generalized LLMs.

17. Legal Materials

17.1 This Section 17 applies to the extent the Services deliver or include access to Materials (as defined below). Unless otherwise designated by Themis, use of such Services is limited to the United States, with exceptions for temporary use.

17.2 Themis may make available to Subscriber certain primary and secondary legal materials, such as case law, legislation, articles, or other licensed or publicly available legal content or information through the Services (collectively, “Materials”). Themis does not review the Materials for accuracy, completeness, or currentness. Materials are provided “as is” and “as available”, and Themis makes no representations or warranties of any kind with respect to the Materials, including with respect to its accuracy or completeness or currentness. The Materials are intended for practical and informative purposes only, and are not intended to constitute legal or other professional advice of any kind. Subscriber uses and relies on the Materials and its contents at Subscriber’s own discretion and at Subscriber’s own risk.

17.3 Subscriber may use the Materials solely for Subscriber’s own professional business purposes, and for no other purpose. Without limiting the generality of the foregoing, Subscriber will not, and will not permit or assist any third party to: (a) sell, resell, or use the Materials on behalf of any third party, (b) use the Materials to develop a competing product or service, (c) use the Materials in or to train or develop any artificial intelligence or machine learning model, system, product or service, (d) remove or obscure any proprietary notices on the Materials, or (e) use the Materials in violation of this Agreement.

17.4 Upon termination or expiration of Subscriber’s subscription to the Services through which Subscriber received Materials, Subscriber will promptly delete all copies of the Materials in Subscriber’s possession or control, and will certify in writing to Themis that Subscriber has done so.

17.5 Notwithstanding Section 2.11, unless otherwise agreed by the parties in writing, Themis reserves the right to add, modify, or remove the Materials made available through a Service at any time, with or without notice to you.

18. Reporting Claims of Copyright Infringement

18.1 Themis takes claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Service, you may request removal of those materials from the Service by submitting written notification to Themis’ Copyright Agent at [email protected]. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

your name;
the name and description of the work that is being infringed;
identification of the material you believe to be infringing in a sufficiently precise manner to allow Themis to locate that material;
a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
adequate information by which Themis can contact you (including your name, postal address, telephone number, and, if available, email address);
a statement that the information in the written notice is accurate; and
a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

18.2 If you fail to comply with all of these requirements, your DMCA Notice may not be effective. Additionally, if you knowingly misrepresent that material or activity on the Service is infringing your copyright, you may be held liable for damages under Section 512(f) of the DMCA.

18.3 It is Themis’ policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

19. Miscellaneous

19.1 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.

19.2 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.

19.3 The Service 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 the Service, including related warranties, indemnities, service commitments or other obligations . The availability of any Third Party Services through the Service does not imply Themis’s endorsement of or 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.

19.4 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.

19.5 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Nothing in the Agreement creates an exclusive relationship or in any way prevents Themis from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers.

19.6 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.

19.7 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).

19.8 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.

19.9 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

19.10 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.

19.11 The Service is intended for users located in North America. Themis makes no representation that the Service is appropriate or available for use outside of North America. If you choose to use or access the Service outside of North America, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

North American Terms of Service