Last updated: October 9, 2024

Filevine Subscription Agreement

This Filevine Subscription Agreement is entered into by and between Filevine, Inc. (“Filevine”) and the customer who purchased the Filevine Services (“Subscriber”) (Filevine and Subscriber are referred to individually herein as a "Party," and collectively as the “Parties”) as set forth in one or more Sales Orders that incorporate this Filevine Subscription Agreement by reference. 

If Subscriber is a natural person, Subscriber affirms that it is either more than 18 years of age or has reached the age of legal majority in Subscriber’s jurisdiction of residence, and, if Subscriber is a legal entity, that the natural person executing this Agreement possesses the requisite authority to enter into this Agreement on behalf of such legal entity. Subscriber further represents that it is not a competitor of Filevine nor does it represent, directly or indirectly, a competitor of Filevine.

  1. Certain Definitions:
    1. “Agreement” means this Filevine Subscription Agreement together with any and all Sales Orders and other documents and agreements included or incorporated by reference therein via hyperlink or other reference.
    2. “Authorized User” means an individual who is authorized by Subscriber and Filevine to access the Filevine Services, and may include, for example, Subscriber’s employees, agents, and third parties with whom Subscriber transacts business.
    3. “Confidential Information” means all information whether oral or in written, electronic or other form or media, that could reasonably be understood to be confidential given the nature of the information or circumstances surrounding the disclosure. Confidential Information includes, but is not limited to: information relating to a Party’s software or hardware, computer programs, source code, API data files, documentation, specifications, databases, system design, and development methods as well as information relating to the Party’s past, present and future business, financial, commercial and marketing information and plans, trade secrets, intellectual property, ideas, inventions, discoveries, processes, know-how, financials and financial forecasts and projections, product plans, designs, technical data and information, formulae, analyses, products, equipment, product road maps, prototypes, samples, designs, data sheets, schematics, configurations, specifications, techniques, draws, customer lists, business processes and any other data or information disclosed, whether orally, visually, or in writing. Among other things, Filevine regards the source and object code, processes, algorithms, methods, and related know-how and residual knowledge developed, created or used by Filevine or its agents in connection with the performance of the Filevine Service, including, without limitation, any software products, processing platforms or other tools named in the Sales Order, and any documentation relating thereto including any modifications, enhancements, new versions or derivative works thereof, and all trade secrets, copyrights, patents and other intellectual and proprietary rights therein as Filevine’s Confidential Information. Confidential Information shall not include data or information which (i) is or becomes part of the public domain without breach of any obligation of confidentiality, as evidenced by the Receiving Party’s written records; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without any obligation of confidentiality, as evidenced by the Receiving Party’s written records; (iii) is received from a third party without any obligation of confidentiality; (iv) is disclosed after written approval of the Disclosing Party; or (v) was independently developed by the Receiving Party without recourse or use of the Confidential Information disclosed under this Agreement as demonstrated by written records.
    4. “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party.
    5. “Data” all of Subscriber’s and Subscriber’s Authorized User’s data and information, in any form or media, (i) submitted to Filevine by Subscriber or Subscriber’s Authorized User or on Subscriber’s or Subscriber’s Authorized Users’ behalf (including within the Uploaded Data Files), (ii) generated by the Filevine Services specifically in response to such data and information, or (iii) captured by the Filevine Services regarding data or information supplied by Subscriber or Subscriber’s Authorized Users (including within the Uploaded Data Files). Data specifically excludes Project Templates. 
    6. “Documentation” means user documentation, in all forms, relating to the Filevine Services (e.g., user manuals, online help files, etc.).
    7. “Filevine End User Terms of Service” means the terms of service made available by Filevine at www.filevine.com/terms-of-service that Authorized Users of the Filevine Service must agree to as a condition of being granted access to the Filevine Service, as updated from time to time.
    8. “Filevine Service(s)” means the online, cloud-based platforms, all Project Templates regardless of the source of such Project Templates, and other subscription products and/or services provided by Filevine, as identified in a Sales Orders and made available to Subscriber by Filevine on a software-as-a-service basis via web pages designated by Filevine including associated offline components found in the Documentation, all as modified from time to time in Filevine's discretion. If Subscriber is accessing a Filevine cloud-based product or service through online provisioning or an online registration or order process, then the "Filevine Services" are the Filevine cloud-based services Subscriber accesses through such means.
    9. “Intellectual Property Rights” means, on a worldwide basis, any and all rights, title and interest in or relating to intellectual property, including: (i) all rights associated with works of authorship and literary property, including copyrights and moral rights of any author, software, website content, databases, data collections and rights therein; (ii) all trademarks, service marks, logos, trade dress, trade names (whether or not registered), and the goodwill associated therewith; (iii) all rights relating to know-how or trade secrets; (iv) all patents, designs, algorithms and other industrial proprietary rights; and (v) any other intellectual or industrial property rights, whether now or hereafter existing, and whether or not protected, filed, registered or recorded.
    10. “Project Template” means a collection of configuration settings for the Filevine Services.  For example, an instance of the Filevine Services can be customized for a particular Subscriber, Authorized User, or use case by specifying one or more Project Templates for that instance.  The Filevine Services provide the framework by which Authorized Users may select, customize or define Project Templates.
    11. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party.
    12. “Sales Order” means the ordering documents for Subscriber’s purchases of any subscription or Filevine Services from Filevine, which may detail, among other things, the number of Authorized Users authorized to use the Filevine Services under Subscriber’s subscription.
    13. “Term” means the applicable subscription term set forth in Subscriber’s Sales Order.
    14. “Uploaded Data Files” means any files containing data which have been uploaded into the Filevine Services by Subscriber or an Authorized User for processing.
  2. Use of the Filevine Service
    1. Subscription Grant. Subject to the terms and conditions of this Agreement, Filevine hereby grants to Subscriber, a limited, non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable right, during the Term, to permit Subscriber’s Authorized Users to (a) access and use the Filevine Services; and (b) use the Documentation in support of such Authorized Users’ permitted use of the Filevine Services, in each case, solely for the internal business use of Subscriber. The number of licenses or rights to use the Filevine Services identified in the applicable Sales Order (each a “Filevine License”) represents the number of licenses or Filevine Services for which Subscriber agrees to pay for the Term; Subscriber may delegate one (1) Authorized User per Filevine License (as further detailed in Section 5.3.3 of the Sales Order).
    2. Subscription. Subscriber acknowledges that Subscriber’s and Subscriber’s Authorized Users’ use of the Filevine Services is subject to and limited by the terms of this Agreement, and that Subscriber’s Authorized Users’ right to access and use the Filevine Service is subject to their compliance with the Filevine End User Terms of Service. No additional rights are granted herein. Subscriber agrees that Subscriber shall be solely responsible for any breaches of this Agreement by any Authorized Users to whom Subscriber provides access to the Filevine Service. In the event Filevine reasonably believes that Filevine Licenses to the Filevine Services are being shared or otherwise used by more than one Authorized User per Filevine License, Filevine will require Subscriber, and Subscriber hereby agrees, to purchase additional Filevine Licenses, in excess of what is specified in the applicable Sales Order.
    3. Subscription Restrictions. Subscriber agrees that Subscriber’s right to use and access the Filevine Services is subject to the following restrictions:
      1. Subscriber may not make any part of the Filevine Services or Subscriber’s logon credentials accessible to anyone other than Authorized Users;
      2. Subscriber may not attempt to reverse engineer, decompile, disassemble, or extract any element of and/or otherwise discover any source code, algorithms, methods, or techniques embodied in the Filevine Service, except to the extent expressly permitted by applicable law;
      3. Subscriber may not modify, adapt, transfer, translate, assign, pledge, rent, lease, loan, sell, resell, or create derivative works based on the Filevine Service or any user interfaces related to the foregoing, except that Subscriber may use the Filevine Services to create or modify Project Templates for use solely within the Filevine Services;
      4. Subscriber may not attempt to access, upload, distribute or make available for distribution any proprietary and/or confidential Uploaded Data Files, the Filevine Services, or its related systems or networks, unless Subscriber has sufficient rights and proper authorization to do so;
      5. Subscriber may not engage in any OEM, SaaS (or service bureau), time-sharing, outsourcing, application service provider or reseller or other distribution arrangements in connection with the Filevine Services;
      6. Subscriber may not imply that the Filevine Services were developed, owned by, or proprietary to Subscriber or any other third party, including hiding, tampering, amending, removing or otherwise amending any Filevine proprietary markings or legends placed upon or contained within the Filevine Services or any related materials;
      7. Subscriber may not use the Filevine Services, or introduce code or other items to the Filevine Service, in a manner that adversely affects the operation of Filevine’s servers or other systems;
      8. Subscriber may not use the Filevine Services to upload, create, access, display, manipulate, store, or distribute any Data that misappropriates or infringes the intellectual property or privacy rights of any third party;
      9. Subscriber may not use or access the Filevine Services in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Filevine Services;
      10. Subscriber may not use the Filevine Services if it or any of its Authorized Users is directly or indirectly a competitor of Filevine; and
      11. Subscriber may not otherwise use the Filevine Services in violation of the Agreement, the Documentation, or applicable law.
    4. Subscriber’s Obligations
      1. Third-Party Equipment/Software. Subscriber acknowledges and agrees that to use the Filevine Services, each Authorized User will need a personal computing device, a tablet, or other computing device which has Internet access and complies with any of Filevine’s written specifications, as may be set forth in the Documentation. In addition, certain third-party software which is not incorporated into the Filevine Services may be required to be loaded onto such computer or other device (each such device when properly installed with the required third party software to access the Filevine Services, is herein referred to as an “Authorized Device”) for Subscriber to access, use, or enjoy the full benefit of the Filevine Services (including, e.g., a compatible third party web browser). Subscriber shall be fully responsible for obtaining Authorized Devices for use by Subscriber’s Authorized Users at Subscriber’s own cost. Subscriber’s use of such separately acquired third party software shall be in accordance with any terms and conditions of the end user license agreement provided with such software. Additionally, the Filevine Services may include certain open-source software components, each of which has its own copyright notice and license included in the applicable license file and documentation. It is Subscriber’s responsibility to comply with such third-party terms and conditions. Subscriber acknowledges that Subscriber’s access to and use of the Filevine Services does not carry, and Subscriber does not receive under this Agreement any license, covenant not to sue, or other rights under any third-party intellectual property rights or other rights.
      2. Subscriber agrees that Subscriber shall ensure that Subscriber’s use of the Filevine Services does not contain code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, by introducing viruses or similar code into the software contained in the Filevine Services or hosted systems or servers. Filevine is not responsible for any loss or damage to Data or other property and materials of Subscriber’s. Subscriber assumes all risks for the Data and other property and materials of Subscriber.
      3. Filevine recommends accessing the Filevine through the Google Chrome web browser (“Browser”) and ensuring that all Browser updates are installed. While not recommended, if other web browsers are used to access the Filevine Services, Subscriber shall ensure that the web browser supports HTTP/2 and TLS 1.2 or 1.3.
    5. Right to Audit. Subscriber agrees to keep records sufficient to demonstrate Subscriber’s compliance with this Agreement, including the number of Authorized Users using the Filevine Service. Filevine may, upon reasonable advance written notice to Subscriber, audit Subscriber’s use of the Filevine Services. If an audit reveals that Subscriber has used the Filevine Services beyond the scope of this Agreement, or Subscriber has failed to pay any associated subscription fees for such use, then, in addition to any other remedies Filevine may have, Subscriber shall cure such breach within thirty (30) days of written notice from Filevine by paying all applicable subscription fees which were due and payable by Subscriber at the time Subscriber exceeded the scope of Subscriber’s subscription or failed to pay such fees. In the event any such audit reveals that Subscriber has underpaid Filevine by an amount greater than five percent (5%) of the amounts due Filevine in the period being audited, or that Subscriber has knowingly breached any material obligation hereunder, then Subscriber shall also pay or reimburse Filevine the cost of the audit.
    6. Data Protection Agreement. The terms of the Filevine Data Protection Agreement ("DPA") are hereby incorporated into this Agreement and will apply to the extent Subscriber Data Includes personal information or personal data, as such terms are defined under applicable privacy or data protection laws (“Personal Information”). To the extent Personal Information from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by Filevine, the Standard Contractual Clauses will apply, as further set forth in the DPA. For the purposes of Subscriber’s acceptance of this Agreement, execution of a Sales Order by Subscriber will be treated as its execution of the Standard Contractual Clauses and related Appendices.
    7. Protection of Subscriber’s Data. Filevine will use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber’s Data (including Subscriber’s Personal Information). Filevine will not access, use or disclose Subscriber’s Data except to provide the Filevine Services and prevent or address service or technical problems, or at Subscriber’s request in connection with customer support matters. Although Filevine uses reasonable efforts to safeguard the security of such information, transmissions made on or through the Internet cannot be guaranteed to be secure. 
    8. Security and Compliance. Security and compliance is a shared responsibility between Filevine and Subscriber. This shared model can help relieve the Subscriber's operational burden as Filevine operates, manages and controls the components of the Filevine platforms, Subscriber assumes responsibility and management of their user accounts, permissions, private API keys, shared links, and other Subscriber specific access controls or components. Subscriber should carefully consider the Filevine Services it purchases as its responsibilities may vary depending on the Filevine Services used, the integration of those services into Subscriber's IT environment, integration with third party systems, and applicable laws and regulations. The nature of this shared responsibility model also extends to certain IT controls. Just as the responsibility to operate the IT environments is shared between Filevine and Subscriber, so is the management, operations and verification of IT controls shared. Filevine helps relieve Subscriber burden of operations controls by managing those controls associated with the physical infrastructure deployed in the Filevine environment that may previously have been managed by Subscriber. As every Subscriber is deployed differently in Filevine, Subscribers can take advantage of shifting management of certain IT controls to Filevine which results in a (new) distributed control environment.

      Below are examples if controls that are managed by Filevine, Subscriber, and/or both:
      1. Inherited Controls  – controls which Subscriber fully inherits from Filevine.
        1. Physical and environmental controls
      2. Shared Controls – controls which are shared between Subscriber and Filevine.
        1. Awareness and Training -  Filevine trains Filevine employees, but Subscriber must train its own employees.
      3. Subscriber-Specific  – controls which are solely the responsibility of Subscriber. 
        1. Use of strong passwords, two-factor authentication (2FA) or multi-factor authentication (MFA) and daily review of audit or access logs to ensure only authorized parties are accessing Subscriber's Filevine environment.
        2. Secure use of Subscriber-generated Filevine links, password protection of these links and all aspects of shared access, guest access or documents Subscriber shares with its clients or third parties.
        3. Ensuring email addresses, contact information and other sensitive case data is double verified prior to sharing with third parties to ensure confidentiality.
        4. Verification of all access to Subscriber's tenant is restricted to authorized Subscriber employees or representatives. Maintaining a fully patched and supported operating system and modern web browser supporting strong encryption, TLS 1.3 required.
        5. Internet bandwidth sufficient to support Subscriber's usage requirements to access the Filevine cloud environment concurrently. 
    9. Server Communication Features. Subscriber acknowledges and agrees that the Filevine Service may contain server access restrictions, security and other technology designed to offer Subscriber features that prevent unauthorized access or use of the Filevine Services. Subscriber agrees that Subscriber will not attempt to, or encourage or assist any other person to, circumvent or modify any security technologies included as part of the Filevine Service.
    10. Logon Credentials. Subscriber acknowledges and agrees that if the necessary functionality is made available as part of the Filevine Service, Subscriber shall require each Authorized User to create a user account, including a username and password, or other logon credentials (altogether, “Logon Credentials”) to access and use the Filevine Service. Each Authorized User is solely responsible for maintaining the confidentiality of his or her Logon Credentials and for all activities on the Filevine Services that occur through the use of such Logon Credentials.
    11. Additional Product Terms. If and only if any of the following Filevine Services are listed the applicable Sales Order or any amendment thereto, additional terms and conditions will apply to such specific Filevine Services: Fax, Periscope, Lead Docket Automation, Filevine Automation, Filevine Enterprise Automation, Timely, Payments by Filevine, and Filevine AI, including without limitation DemandsAI, AIBlocks, ProjectAI, LeadsAI, ImmigrationAI and Depo CoPilot. Such additional product-specific terms and conditions are published at Filevine Product Specifications and are hereby incorporated into this Agreement and will apply to the extent Subscriber subscribers for such Filevine Services hereunder
      1. In order to provide FilevineAI, including without limitation, DemandsAI, AIBlocks, AIFields, LeadsAI, Filevine Immigration, and Depo CoPilot, Filevine may rely on AI technology provided by third-party artificial intelligence (AI) providers. By using FilevineAI, Subscriber acknowledges that AI-generated information is made available solely for general information purposes. Subscriber should independently fact check AI-generated information. Filevine does not warrant the accuracy, currency, completeness, or usefulness of AI-generated information. Any reliance Subscriber places on such information is strictly at its own risk.  Filevine disclaims all liability and responsibility arising from any reliance placed on such materials.

        Subscriber acknowledges and agrees that artificial intelligence (AI) is an emerging technology. Subscriber and Filevine will work together in good faith on feedback, iterations, and improvements but Subscriber agrees that no specific results or product milestones are guaranteed by Filevine.

        It is Subscriber’s responsibility to evaluate whether AI outputs are appropriate for Subscriber’s use case, including where human review is appropriate, before using or sharing such outputs. Subscriber acknowledges, and must notify its users, that factual assertions in AI outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information. Subscriber further acknowledges that the AI outputs may contain content inconsistent with Filevine's views.
    12. Partner Implementation and Migration.
      1. Subscriber expressly acknowledges and understands that once Subscriber is provided access to the Filevine Services they can immediately use the full functionality of the core software. However, if Subscriber desires to avail itself of custom processes suited to its unique data and workflows, Subscriber must be fully implemented. Subscriber understands and acknowledges: (i) that its failure to engage in good faith best efforts to implement the Filevine Services will delay Subscriber’s ability to avail itself of custom processes suited to its unique data and workflows; (ii) that its good faith efforts, including timely and responsive communication surrounding the implementation efforts are expected and relied upon by Filevine; and (ii) a successful and timely implementation cannot be completed absent Subscriber’s good faith best efforts and cooperation.
      2. Unless otherwise provided in the applicable Sales Order, Subscriber acknowledges and understands that Filevine will not perform or provide any implementation services and/or data migration services directly to or on behalf of Subscriber. Such implementation services and/or data migration services must be performed and provided by a  Filevine-certified third-party implementation partner (the “Implementation Partner”). Filevine may provide Subscriber with a referral to such an Implementation Partner, who can perform and provide implementation and/or data migration services to Subscriber. Subscriber’s use of such Implementation Partner, including payment of the Implementation Partner’s fees, shall be exclusive of this Agreement, and shall be governed and dictated strictly by the terms of a separate agreement between the Implementation Partner and Subscriber. Subscriber expressly acknowledges and understands that Filevine is neither party to, nor responsible for any obligations under such third-party agreement, and Filevine hereby disclaims any liability associated therewith. Filevine makes no warranties or representations, express or implied, regarding the results to be attained by the use of such third-party implementation services and hereby disclaims any such warranties, including, without limitation, the warranties of merchantability or fitness for a particular purpose. By signing this Agreement, Subscriber represents that it has contracted with an Implementation Partner, or that it will contract with an Implementation Partner within thirty (30) days following the execution of this Agreement and will use its best efforts to be implemented as soon as practicable. Neither Subscriber’s failure to contract with an Implementation Partner or implement the Services as contracted, nor the emergence of any issues pertaining to the quality or length of implementation will cancel, suspend, or terminate Subscriber’s obligation to pay fees under this Agreement for the remainder of the Term.
      3. Subscriber shall provide a primary and secondary point of contact (the “Filevine Administrator”) to coordinate communication and keep Filevine apprised of progress during the Filevine Services implementation process with the Implementation Partner. Subscriber understands that completion of the implementation process is entirely dependent upon Subscriber’s timely and effective completion of responsibilities under the terms of its agreement with the Implementation Partner. In the event on-site implementation support from Filevine is requested by Subscriber, Filevine may pass on any incidental travel-related expenditures to Subscriber, as agreed to and specified in writing (including e-mail).
  3. Term and Termination.
    1. Term of Agreement. This Agreement shall remain in effect for the Term specified in Subscriber’s Sales Order unless terminated sooner in accordance with this Agreement. If the applicable Sales Order is silent as to renewal terms, all subscriptions shall automatically renew for additional one (1) year renewal periods, unless either party provides thirty (30) days’ prior written notice of its intent not to renew prior to the end of the then-current Term. Failure by Subscriber to comply with any terms of this Agreement, including any implementation requirements for any Filevine Services, shall not delay or modify the Term or any of Subscriber’s payment obligations hereunder or under any Sales Order.
    2. Termination.  In the event Filevine reasonably suspects that illegal activity is occurring, or reasonably believes that a material security risk has, or will, occur, Filevine reserves the right, without any prior notice and without liability for any resulting consequential damages, in its sole and reasonable discretion, to terminate Subscriber’s access to the Filevine Services. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party commits a non-remediable breach, or if the other Party fails to cure a remediable breach within ninety (90) days after being notified in writing of such breach, unless such breach is non-payment of fees due hereunder, in which case such breach must be cured within ten (10) days after being notified.
    3. Effects of Termination. Upon termination of this Agreement, all subscriptions granted to Subscriber hereunder shall terminate and Subscriber’s Authorized Users shall immediately cease all use of the Filevine Services. Except as otherwise expressly set forth in Section 8.1, any early termination of this Agreement does not cancel, suspend or terminate the obligation to pay fees for the remainder of the Term, and all fees paid in advance are non-refundable and Subscriber will not be entitled to a pro rata refund of any portion of such fees. Filevine shall have no obligation to retain any Uploaded Data Files more than thirty (30) days after termination or expiration.
    4. Uploaded Data Files Backup. Filevine shall not be obligated to store any Uploaded Data Files for more than thirty (30) days following the expiration or termination of this Agreement by either Party. Within twenty (20) days following the date of termination or expiration, Subscriber shall notify Filevine, in writing, whether it would like the Uploaded Data Files: (i) destroyed; or (ii) returned to Subscriber in a mutually agreed-upon format. Subscriber shall be solely responsible for all costs associated with such return. Upon written request, Filevine will provide to Subscriber a written certification of the deletion/destruction of Uploaded Data Files. Filevine shall be permitted to retain copies of any Uploaded Data Files for archival, legal and/or regulatory purposes. For the avoidance of doubt, Filevine may also continue to use data or information from Uploaded Data Files as Anonymized Data (as defined in Section 7.2).
    5. Surviving Provisions. Sections 2.5, 3, 6, 8, 9 and 10 of this Filevine Subscription Agreement and Sections 5.1 and 5.3 of the Sales Order will survive any termination of this Agreement, together with any payment obligations owed by Subscriber to Filevine for Filevine Services and/or services under any schedules or addendums received prior to the effective date of termination.
  4. Pricing and Payment Terms.  All prices and terms contained are set forth in the applicable Sales Order and are to be regarded as Confidential Information of Filevine and are not to be disclosed to any third party without the prior express written consent of Filevine.
    1. Overages. Overage fees, as identified in Filevine Product Specifications, to the extent applicable, will be invoiced monthly in arrears.
    2. Adding Users. Filevine authorizes one individual user per Filevine License. Individuals shall not share usernames and passwords at any time and Subscriber shall not permit individuals to share usernames and passwords at any time. Subscriber may add additional Filevine Licenses at Subscriber's then-current rate for Filevine Licenses. Additional license fees will be prorated for the remainder if the then-current Term and added to Subscriber’s next invoice.
    3. Taxes. Unless otherwise stated, Filevine’s fees and pricing are exclusive of taxes, levies, duties or similar assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). Without limiting the foregoing, Subscriber is responsible for all Taxes of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, whether or not known to Subscriber and/or Filevine, other than, for clarity, any taxes imposed on Filevine’s income, property and employees. If Filevine has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides Filevine with a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber shall indemnify and hold Filevine harmless from and against any penalties, interest, or other tax liability arising from (i) any failure by Subscriber to pay any applicable Taxes, and/or (ii) any tax exemption certificate provided by Subscriber under this Section 4.3.
    4. Disputes. Filevine must receive written notice of any disputed charges from Subscriber within five (5) days after the invoice date or Subscriber shall be deemed to have waived Subscriber’s right to dispute charges. Notwithstanding any dispute, Subscriber shall pay any undisputed amount of the invoice on or before the due date. Any dispute notice shall set forth in reasonable detail the information concerning the disputed charges. The Parties shall use best efforts to promptly resolve any disputed charges. 
    5. Suspension of Service and Acceleration. If any amount owed by Subscriber under this or any other agreement for any Filevine Services is ten (10) or more days overdue, Filevine may, without limiting its other rights and remedies, accelerate Subscriber’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and/or disable Subscriber’s Logon Credentials and suspend Subscriber’s and Subscriber’s Authorized Users' access to any services, including the Filevine Services, until such amounts are paid in full.
  5. Service Support
    1. Technical Support. Filevine shall provide Subscriber with unlimited access to the Filevine Help Center. Subscriber will also have access to email-based and online chat-based technical support services during Filevine’s regular business hours, 7:00 a.m.- 6:00 p.m. Monday to Friday U.S. Mountain Time, excluding U.S. holidays.
    2. Availability. Filevine will use commercially reasonable efforts consistent with prevailing industry standards to make the Filevine Services available at least ninety-nine percent (99.0%) of the time as measured over the course of each calendar month during the Term, except for: (a) scheduled maintenance; (b) unplanned downtime or (c) any unavailability caused by circumstances beyond Filevine’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems, Internet or other cloud service provider failures or delays, or denial of service attacks.
  6. Confidentiality
    1. During the term of this Agreement, neither Party shall (i) disclose to any unaffiliated third party any Confidential Information; or (ii) use the Confidential Information for any purpose other than that indicated in this Agreement without the Disclosing Party’s prior written approval. The Receiving Party agrees to maintain the confidentiality of the Confidential Information disclosed by the Disclosing Party, using the same degree of care that it uses to protect its own confidential information (but in no event less than a reasonable degree of care). The Receiving Party agrees to notify the Disclosing Party promptly of any unauthorized disclosure of Confidential Information and to assist the Receiving Party in remedying any such unauthorized disclosure. The Receiving Party agrees that all persons having access to the Confidential Information under this Agreement will abide by the obligations set forth in this Agreement. Nothing in this Agreement shall be construed to restrict the Parties from disclosing Confidential Information as required by law or court order or other governmental order or request, provided in each case the Party requested to make such disclosure shall timely inform the other Party and use all reasonable efforts to limit the disclosure and maintain the confidentiality of such Confidential Information to the extent possible. In addition, the Party required to make such disclosure shall permit the other Party to attempt to limit such disclosure by appropriate legal means.
    2. Neither Party will disclose to the other Party any third-party confidential information without first obtaining the written consent of such third party.
    3. All Confidential Information disclosed hereunder shall remain the sole property of the Disclosing Party and the Receiving Party shall have no interest in or rights with respect thereto except as expressly set forth in this Agreement.
    4. Filevine may contract with third parties or subcontractors as Filevine deems appropriate to perform its obligations and/or services under this Agreement, including without limitation marketing assistance, e-mail delivery, hosting, back-up and recovery services, customer service, implementation, data migration and data analysis and shall have the right to disclose Subscriber’s Confidential Information to such third party in connection with their performance of services on Filevine’s or Subscriber's behalf. Filevine will require any third-party service providers or subcontractors maintain the confidentiality of the Confidential Information disclosed to them and such third parties or contractors are not permitted to use Confidential Information for any purpose other than to provide services to Filevine.  Filevine will remain primarily liable to Subscriber for the performance of such subcontractors; provided, however, that this sentence does not apply to any third party with whom Subscriber directly contracts for implementation, migration or other services.
    5. The Parties agree that unauthorized use or disclosure of Confidential Information would be a material breach of this Agreement, may cause irreparable harm to Disclosing Party and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief seeking to restrain such use or disclosure without the necessity of posting any bond.
    6. The provisions in this Section 6 shall survive for seven (7) years after termination of this Agreement, except that with respect to any Confidential Information that constitutes a trade secret as defined under applicable law, the Receiving Party will continue to be bound by its obligations under this Section 6 for so long as such information continues to be eligible for trade secret protection under applicable law, but in no event for a period of less than the seven (7) year period specified immediately above.
    7. Avatars, icons, or any representations of an individual distributed through the use of the Filevine Services are not considered Confidential Information.
  7. Ownership; Feedback
    1. Filevine Ownership. As between Filevine and Subscriber, Filevine retains all rights, title, and interest (including all Intellectual Property Rights and other rights) in and to the Filevine Services, including all Project Templates regardless of the source of such Project Templates, and all equipment, infrastructure, websites, materials or deliverables provided to Subscriber by Filevine, including any updates of any of the foregoing, any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from its performance and provision of the Filevine Services, and any feedback submitted by Subscriber in accordance with Section 7.3 regarding Filevine’s current or future products or services, subject only to the limited rights expressly set forth in Section 2.1 of this Agreement.

      Subscriber acknowledges that Filevine owns each Project Template that Subscriber may use even if Subscriber or any Authorized User was involved in creating the Project Template.  If Subscriber is deemed to have any ownership in a Project Template, such as an author of a Project Template that is deemed a derivative work of the Filevine Services, Subscriber agrees to assign and hereby assigns such ownership to Filevine.  Absent Filevine’s prior written approval, Subscriber shall have no right to commercialize Project Templates or otherwise share Project Templates with any third party.  However, Subscriber is granted a non-exclusive and non-transferable license to use Project Templates for its internal use and solely in connection with the Filevine Services.

      Subscriber does not acquire any other rights, express or implied, in the Filevine Services other than those rights expressly granted under this Agreement.
    2. Ownership of Subscriber’s Data. Filevine does not claim any ownership rights to any Uploaded Data Files created by Authorized Users, which are and shall continue to be the sole and exclusive property of Subscriber or Authorized Users, as applicable. Notwithstanding anything in the Agreement to the contrary, Filevine shall have the right to collect and analyze Subscriber’s Data and other content or information relating to the provision, use and performance of various aspects of the Filevine Services and related systems, technologies and offerings, and Filevine will be free (during and after the Term of the Agreement) to (i) use, access, store, copy, display and transmit such data, content and information to improve and enhance the Filevine Services and for other development, diagnostic and corrective purposes in connection with the Filevine Services and other Filevine technologies and offerings, and (ii) use and share such data in aggregate or other de-identified form (“Anonymized Data”) in connection with its business. Anonymized Data will not be considered Subscriber’s Confidential Information. No rights or licenses are granted except as expressly set forth herein, and Subscriber represents and warrants that it has the right to grant Filevine these rights.
    3. Feedback. If Subscriber elects to provide any feedback or comments to Filevine related to the Filevine Services (“Feedback”), all of Subscriber’s Feedback shall be the sole and exclusive property of Filevine, and Filevine shall have the right to use and disclose such Feedback in any manner and for any purpose in Filevine’s discretion without remuneration, compensation or attribution to Subscriber, provided that Filevine is under no obligation to use such Feedback.
    4. Customer Lists. Notwithstanding anything herein to the contrary, Filevine may (i) during the Term, display Subscriber’s name and logo on its website and related marketing assets as a customer of the Filevine Services, and (ii) use and publish Subscriber’s user’s testimonials and Feedback regarding the Filevine Service in publications, presentations and marketing assets used by Filevine.
  8. Limited Warranty; Limitation of Liability
    1. Limited Warranty. During the Term, Filevine warrants that the Filevine Services will function in substantial accordance with its written specifications and Documentation. In the event of a material breach of Filevine’s warranty set forth in this Section 8.1, Filevine agrees to use commercially reasonable efforts to remedy any such material breach and to cause the Filevine Services to function in substantial accordance with its specifications and Documentation. If Filevine notifies Subscriber that it is unable to remedy any material breach of this warranty, Subscriber or Filevine shall have the right to terminate the affected service and, upon such termination, Filevine will refund to Subscriber a pro rata portion of any fees Subscriber prepaid for the canceled service based on the remaining unused portion of the Term for the canceled service. For any breach of the warranty above, Subscriber’s sole and exclusive remedy shall be as provided in this Section 8.1.
    2. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS  AGREEMENT, THE FILEVINE SERVICES AND SERVICES PROVIDED HEREUNDER (INCLUDING ANY SERVICES PROVIDED UNDER ANY SCHEDULES OR ADDENDUMS TO THE  AGREEMENT) ARE PROVIDED “AS IS”, “AS-AVAILABLE”, WITH ALL FAULTS, AND FILEVINE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FILEVINE OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SUBSCRIBER’S USE OF THE FILEVINE SERVICES IS ENTIRELY AT SUBSCRIBER’S OWN RISK AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH SUBSCRIBER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO SUBSCRIBER. FILEVINE IS NOT A LAW FIRM OR LEGAL SERVICES PROVIDER, AND DOES NOT AND CANNOT PROVIDE ANY LEGAL ADVICE, EXPLANATION, OPINION OR OTHER RECOMMENDATION ABOUT CONTRACT STRATEGY OR THE MEANING OF TERMS IN ANY CONTRACT GENERATED BY THE FILEVINE SERVICES OR OTHERWISE.
    3. Limitation of Liability; Independent Allocation of Risk. EXCEPT TO THE EXTENT THE FOLLOWING LIMITATION OF LIABILITY IS PROHIBITED BY LAW, FILEVINE’S, AND ITS EMPLOYEES’, OFFICERS’, DIRECTORS’, STOCKHOLDERS’, AGENTS’, SUCCESSORS’, ASSIGNS’, AFFILIATES’, CONSULTANTS’ AND SUPPLIERS’ (COLLECTIVELY, THE “FILEVINE ENTITIES”) TOTAL LIABILITY TO SUBSCRIBER SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY SUBSCRIBER UP TO A MAXIMUM AMOUNT OF THE FEES PAID BY SUBSCRIBER TO FILEVINE UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED THAT, REGARDLESS OF ANY STATUTE OR LAW, NO CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY SUBSCRIBER MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED, REGARDLESS OF WHETHER THOSE FACTS BY THAT TIME ARE KNOWN TO, OR REASONABLY OUGHT TO HAVE BEEN DISCOVERED BY SUBSCRIBER; FURTHERMORE, NO FILEVINE ENTITY NOR ANY OF ITS LICENSORS SHALL BE LIABLE TO SUBSCRIBER FOR SERVICES PERFORMED BY AN IMPLEMENTATIONS PARTNER, PERSONAL INJURY, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT (INCLUSIVE OF ANY SCHEDULES AND/OR ADDENDUMS HEREUNDER), EVEN IF FILEVINE HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO SUBSCRIBER. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 8.3 AND IN THE OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH FILEVINE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
      EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY FILEVINE TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
    4. Use of API Keys. Subscriber acknowledges and agrees that if Filevine grants Subscriber access to any Filevine API, Subscriber assumes all responsibility for the actions of any person or entity with whom Subscriber shares such API access. Certain prohibited uses of the API are set forth in Section 2.3 of this  Filevine Subscription Agreement.
    5. Use of Calendar Function. If Subscriber uses the Filevine calendar feature, Subscriber acknowledges that it is solely responsible for: (i) its own proper data entry; (ii) maintaining any and all said calendar entries; and (iii) maintaining its own mandated deadlines, including but not limited to statutory deadlines. Filevine is not responsible for any misuse of the calendar functionality or any issues that arise from such aforementioned misuse.
    6. Third Party Services. As a part of the Filevine Services, Filevine may offer links to, or include within such Filevine Services, certain software, services, or information by or from other third parties (“Third-Party Services”). Such Third-Party Services are licensed to Subscriber, and Subscriber agrees that its use of such Third-Party Services is subject to and will comply with the license terms of such Third-Party Service and the terms of this Subscriber Agreement. Filevine is not liable or responsible for any acts or omissions created or performed by these Third-Party Services. The Third-Party Services are provided “as is” and Subscriber will have no remedy against Filevine with respect to any Third-Party Service.
    7. Disclaimer for Third-Party Services. Filevine is not the publisher of information supplied by Third-Party Services. FILEVINE ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO SUCH THIRD-PARTY INFORMATION.
  9. Indemnity
    1. Subscriber’s Indemnity Obligations. Subscriber agrees to indemnify, defend and hold harmless Filevine and its officers, directors, employees, stockholders, agents, representatives, successors and assigns from and against any and all losses, claims, costs, demands, damages, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, liabilities or expenses of whatever kind, including, but not limited to, reasonable attorneys’ fees and costs (“Losses”) arising from any third party suits, actions, claims, or proceedings (“Claims”): (i) alleging that the content and/or Data (including Personal Information) infringes or misappropriates a third party’s intellectual property, privacy or other rights; (ii) resulting from Subscriber’s or Subscriber’s Authorized User’s use of the Filevine Servicse; (iii) resulting from Subscriber’s or Subscriber’s Authorized Users’, employees’ or agents’ breach of or failure to comply with or fulfill any term, condition, representation, or covenant under this Agreement; or (iv) any failure by Subscriber or its employees, agents or Authorized Users to comply with any applicable federal, state or local laws, regulations or codes applicable to Subscriber’s obligations under this Agreement or use of the Filevine Services.
    2. Filevine’s Indemnity Obligations. Filevine agrees to indemnify and defend Subscriber from and against any Claim initiated by a third party alleging that Subscriber’s use of the Filevine Services in accordance with the terms of this Agreement infringes any United States patents of which Filevine is aware, any copyrights of any third party or trade secret rights, provided, however, that Filevine shall not be obligated to indemnify and defend Subscriber from and against any Claim to the extent arising from (i) any matter for which Subscriber are obligated to indemnify Filevine pursuant to Section 9.1 above; (ii) use of the Filevine Services with any other software or service not provided by Filevine, if, but for such combination, the use of the Filevine Services would not have been infringing; and/or (iii) use of the Filevine Services under a Trial/Evaluation Subscription. In addition, Subscriber shall be obligated to notify Filevine promptly upon learning of any Claim for which Subscriber are seeking indemnification pursuant to this Section 9.2, and Subscriber must provide Filevine with sole control and authority over the defense and/or settlement of the Claim, subject to Subscriber’s provision of reasonable assistance at the request of Filevine and at Filevine’s expense. Should the Filevine Service become or, in Filevine’s reasonable opinion, is likely to become, the subject of any Claim, Filevine may, at its option and expense, either: (a) procure for Subscriber the right to continue to use the Filevine Service as contemplated by this Agreement, (b) replace or modify the Filevine Services to make its use in accordance with this Agreement non-infringing, or (c) with thirty (30) days’ notice to Subscriber, terminate this Agreement and refund to Subscriber any prepaid subscription fees covering the remainder of the Term after the effective date of termination.
    3. Exclusive Remedy. This Section 9 states the indemnifying Party’s sole liability to, and the indemnified party’s exclusive remedy against, the other Party for any type of Claim described in this Section 9.
  10. General Terms
    1. Governing Law; Dispute Resolution; Agreement to Arbitrate. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the internal laws of the State of Utah without giving effect to any choice of law rule. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. Except as set forth in this Section 10.1, each Party hereby irrevocably consents to the mandatory and exclusive personal jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah, with venue proper only in Salt Lake County, Utah. Subject to Sections 10.1.1 and 10.1.2, except for: (i) the right of either Party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or to prevent irreparable harm; or (ii) the right of Filevine to enforce its right to collect amounts due under this Agreement, any claim or controversy arising out of or relating in any way to this Agreement or to a breach of this Agreement, shall be finally, and exclusively, settled by binding arbitration in Salt Lake City, Utah. The arbitration shall be held before one arbitrator under the Commercial Arbitration rules of the American Arbitration Association (“AAA”) in force at that time. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive law of the State of Utah, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. To begin the arbitration process, a Party must make a written demand therefor. The prevailing Party shall be entitled to receive from the other Party all attorneys’ fees and costs incurred. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in Utah. The AAA Commercial Arbitration Rules can be found at www.adr.org/Rules.
      1. For all disputes or claims Subscriber may have, Subscriber must first give Filevine an opportunity to resolve Subscriber’s claim by sending a written description of Subscriber’s claim (“Notice of Dispute”) to legal@filevine.com.  The Notice of Dispute must contain enough information for Filevine to identify Subscriber’s account and attempt to resolve Subscriber’s claim, including (a) Subscriber’s name and contact information; (b) account number; (c) a written description of the problem, relevant documents and supporting information; and (d) a good faith calculation of the damages Subscriber claims to have suffered and a statement of the specific relief Subscriber is seeking.  Subscriber may be represented by an attorney or other person in that process.
      2. The Parties agree to negotiate any claim(s) between them in good faith. Filevine and Subscriber each agree that neither Party may commence any arbitration, mediation, or court proceeding (except as allowed by this Section 10.1.2, including for collection disputes) unless Filevine and Subscriber are unable to resolve the claim(s) within 30 days after receipt of the Notice of Dispute and the Parties have made a good faith effort to resolve the claim during that time. If the Parties are unable to resolve the dispute, the Parties agree to mediate the dispute within a reasonable time. Mediation shall take place in Salt Lake City, Utah. Either Party may (by written notice to the other Party) submit the dispute to mediation. Each Party will bear its own costs in relation to the mediation. If one or more Parties is not satisfied with the result proposed by the mediator, the dispute may be referred (by written notice to the other Party) to arbitration, in accordance with Section 10.1.
    2. Class Action Waiver. THE PARTIES AGREE THAT, EXCEPT AS PROVIDED HEREIN, ANY AND ALL CLAIMS OR DISPUTES, OF ANY NATURE, INCLUDING TORT AND STATUTORY CLAIMS, IN ANY WAY RELATED TO OR CONCERNING THIS AGREEMENT, PRIVACY OR DATA SECURITY PRACTICES, THE SERVICES, INCLUDING ANY BILLING DISPUTES, WILL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.  THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MUST FOLLOW THE TERMS OF THIS AGREEMENT AND CAN AWARD, ON AN INDIVIDUAL BASIS, THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS’ FEES).
    3. Severability and Waiver. If any provision of this Agreement is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the Parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
    4. Assignment. Subscriber may not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any rights or obligations under this Agreement without the prior written consent of Filevine which may be withheld at Filevine’s discretion. Any purported assignment, transfer or delegation by Subscriber shall be null and void. Filevine shall have the right to assign this Agreement without Subscriber’s consent and without prior notice to Subscriber. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
    5. Notice. Any notice in connection with this Agreement shall be given in writing and must be: (i) hand delivered; (ii) sent via first class registered mail, postage prepaid; (iii) sent by an internationally recognized overnight air courier, postage prepaid, or (iv) by electronic mail, in the case of notices to Subscriber, to the electronic mail address provided by Subscriber and, in the case of notices to Filevine, to legal@filevine.com. Notices will be considered to have been given at the time of actual delivery in the case of hand delivery, two (2) business days after depositing in the mail as set forth above or one (1) day after delivery to the overnight courier, or immediately upon delivery by electronic mail. Notices sent to Subscriber shall be sent to its address as set forth on the first page of the Sales Order, to the electronic mail address set forth on the first page of the Sales Order, or to such physical or electronic mail address as subsequently modified by written notice given in accordance with this Section 10.5. Notices given to Filevine shall be sent to 1260 Stringham Ave., Suite 600, Salt Lake City, Utah 84106, Attn: Legal Department.
    6. Legal Compliance; Export Administration; and Government Users. By accepting this Agreement Subscriber represents and warrants that Subscriber and Subscriber’s Authorized Users (i) are not located in a jurisdiction that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and will not use the Filevine Service in such jurisdictions; (ii) are not listed on any U.S. government list of prohibited or restricted parties; and (iii) will comply fully with all relevant export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”). If Subscriber is an agency or instrumentality of the United States Government, the Filevine Service and the software accessed there through constitutes “commercial computer software” and the Documentation constitutes “commercial computer software documentation”, and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, the use, reproduction, and disclosure of the Filevine Service, the software accessed there through and Documentation are governed by the terms of this Agreement. The manufacturer of the software accessed through the Filevine Service is Filevine with an address at 1260 Stringham Ave., Suite 600, Salt Lake City, Utah 84106.
    7. Conflicts. In the event of any conflict or inconsistency between this Agreement and the Filevine Service End User Terms of Service, the terms of this Agreement shall control and prevail to the extent of such conflict or inconsistency.
    8. Injunctive Relief. Subscriber acknowledges and agrees that a breach or threatened breach of any covenant contained in this Agreement would cause irreparable injury, that money damages would be an inadequate remedy and that Filevine shall be entitled to temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain Subscriber, from such breach or threatened breach. Nothing in this Section 10.8 shall be construed as preventing Filevine from pursuing any and all remedies available to it, including the recovery of money damages from Subscriber.
    9. Independent Contractor. Filevine’s relationship with Subscriber will be that of an independent contractor. It is agreed and understood that neither Party is the agent, representative, nor partner of the other and neither Party has any authority or power to bind or contract in the name of or to create any liability against the other in any way or for any purpose pursuant to this Agreement. Nothing contained in this Agreement shall be construed to give either Party the power to direct and control the day-to-day activities of the other, constitute the Parties as partners, joint venturers, principal and agent, employer and employee, co-owners, or otherwise as participants in a joint undertaking, or allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.
    10. Force Majeure. Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent caused by a condition (for example, natural disaster, health pandemic, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the Party's reasonable control.
    11. Language. English is the language of this Agreement, and all communications and proceedings must be conducted in English. If this Agreement is translated, then the English language version will control.
    12. Modifications. Filevine may modify this Agreement from time to time in which case Filevine will update the “Last updated” date at the bottom of this Agreement. It is solely Subscriber’s responsibility to review this Agreement from time to time to view any such changes. The updated Agreement will be effective as of the time of posting, or such later date as may be specified in the updated Agreement. Subscriber’s continued access or use of the Filevine Services after the modifications have become effective will be deemed Subscriber’s acceptance of the modified Agreement.
    13. Entire Agreement. The Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and understandings between the Parties including, without limitation, any prior or subsequent purchase orders, requests for proposals, invoice, receipt, correspondence, acceptance or otherwise proffered by the Subscriber, unless each Party mutually and expressly agrees to such provision in writing. To the extent there is a conflict between the terms of this Agreement and any of the foregoing, the terms of this Agreement shall prevail.

Last updated: October 9, 2024