Clio Terms of Service

Effective Date: October 1, 2008

The following “Terms of Service” govern your use of the Clio web site (“Service”) made available by Themis Solutions Inc. (“Themis”):

1. Limited License & Use of the Service

(1)You are granted a non-exclusive, non-transferable, limited licence to access and use the Service.

(2)Themis does not review or pre-screen the contents of electronic data uploaded or posted to the Service (“Content”) by Authorized Users (as defined below), and Themis claims no intellectual property rights with respect to the Content.

(3)You agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheets (“CSS”) or any visual design elements without the express written permission from Themis.

(4)You agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Themis, or any other software or service provided by Themis.

(5)You agree not to use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms of Service.

(6)You agree not to use the Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

(7)The Service is protected by Canadian and international copyright laws and treaties, as well as other laws and treaties. Except for the non-exclusive licence granted pursuant to this Agreement, you acknowledge and agree that all ownership, licence, intellectual property and other rights and interests in and to the Service shall remain solely with Themis.

(8)Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). Themis reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates these Terms of Service, including, but not limited to, removal of such Public Content.

(9)Themis reserves the right, at any time, if your bandwidth usage exceeds 5 gigabytes per month (5Gb/month), or significantly exceeds the average bandwidth usage of other Authorized Users (as determined solely by Themis), to immediately disable your subscription or throttle your file hosting until you can reduce your bandwidth consumption.

(10)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. Continued use of the Service following any modification constitutes your acceptance of the modification.

(11)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 endeavour to provide reasonable notice prior to any such suspension.

(12)Themis stores all Content on redundant storage servers. Optionally, upon request by the Subscriber (as defined below), all Content associated with the subscription will be replicated at a regular interval, to an offsite storage server accessible only to a reputable data escrow agent (“Escrow Agent”). The replicated Content (“Escrowed Data”) will be held under the terms of a separate agreement among Themis, the Subscriber, and the Escrow Agent (“Escrow Agreement”). The Escrow Agreement will provide that: a) the Escrowed Data will be encrypted with a private key accessible only to the Escrow Agent; b) each Subscriber may directly contact the Escrow Agent at any time to request a release of the Escrowed Data; and c) upon authentication of the Subscriber by the Escrow Agent, the Escrowed Data will be transmitted digitally, or copied to write-once media and delivered to the Subscriber by courier in an unencrypted format. Optionally, the Escrowed Data may also be copied to write-once media, (CD-ROM or DVD-ROM) on a monthly basis, and stored in a secure climate controlled location maintained by the Escrow Agent.

2.Access to the Service

(1)You are only permitted to access and use the Service if you are an Authorized User. “Authorized User” means an individual subscriber or the partners, members, employees, temporary employees, and contractors of an organization with a subscription to the Service (“Subscriber”). Authorized Users are required to provide their full legal name, a valid email address, and any other information requested by the Service.

(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)Each Subscriber shall designate an Authorized User as administrator for the Subscriber’s subscription (“Administrator”). Each Subscriber may have multiple Authorized Users, and the Administrator will manage the list of active Authorized Users associated with the subscription. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any particular user.

(4)Subscribers are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.

(5)All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

(6)Notwithstanding section 2(5), Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) subject to the following conditions:

(a) any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms of Service;
(b) Themis shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Themis has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;
(c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. Themis, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn 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.

(7)Themis may offer trial or free subscriptions to the Service funded by advertisements. Themis reserves the right at any time to modify or discontinue, temporarily or permanently, such subscriptions, with or without notice. Authorized Users using a free subscription shall not block the advertisements.

3.Security of Passwords

(1)Authorized Users and Subscribers shall be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service known to them, and for the accuracy and adequacy of personal information provided to the Service.

(2)Subscribers will implement policies and procedures to prevent unauthorized use of Usernames, and will promptly notify Themis, upon suspicion that a Username has been lost, stolen, compromised, or misused.

4.Payment, Refunds and Subscription Changes

(1)Subscribers with paying subscriptions will provide Themis with a valid credit card for payment of the monthly subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes.

(2)Subscribers with paying subscriptions will be charged monthly starting on the 30th day after the subscription was initially created. Subscriptions canceled prior to the processing of the first invoice on the 30th day, will not be charged. Such Subscribers will thereafter be charged in advance on a monthly basis, and the charge is non-refundable.

(3)No refunds or credits will be issued for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an active subscription.

(4)There are no charges for canceling a subscription, and paying subscriptions cancelled prior to the end of the current month will not be charged again in the following month.

(5)The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

(6)All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.

5.Cancellation and Termination

(1)Subscribers are solely responsible for canceling their subscription. Subscribers may cancel their subscription at any time by accessing the Service, and clicking on the appropriate link in the global navigation bar at the top of the screen.

(2)Themis in its sole discretion, has the right to suspend or discontinue providing the Service to any Subscriber without notice for non-compliance with these Terms of Service, and pursue any other remedy legally available to it. .

(3)Upon cancellation or termination of a subscription, all Content associated with such subscription will be immediately, and 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.

6.Limited Warranty and Limitation of Liability

(1) The Service is provided on an “as is”, “as available” basis and Themis expressly disclaims all warranties, including the warranties of merchantability and fitness for a particular purpose.
(2)Themis, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of Themis or its affiliates does not warrant that:
(a) the Service will meet any specific requirements;
(b) the Service will be uninterrupted, timely, secure, or error-free;
(c) the results that may be obtained from the use of the Service will be accurate or reliable;
(d) the quality of any products, services, information, or other material purchased or obtained through the Service will meet any expectations; and
(e) any errors in the Service will be corrected.
(3)Themis, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of Themis or its affiliates, 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:
(a) the use or the inability to use the Service;
(b) the cost of procurement of a substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service;
(c) any unauthorized access to or alteration of Authorized User transmissions or Content;
(d) any price change, suspension or discontinuance of the Service;
(e) any loss of Content, modification to a feature or to the Service itself;
(f) any loss of Content subsequent to a cancellation or termination of a subscription to the Service;
(g) statements or conduct of any third party on the Service; or
(h) any other matter relating to the Service.

7.Miscellaneous

(1)Technical support is only provided to Authorized Users with paying subscriptions, and is only available through email correspondence.

(2)You acknowledge and agree 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.

(3)You acknowledge and agree that the technical processing and transmission of data associated with the Service, including Content, may be transmitted unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

(4)The failure of Themis 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.

(5)The Terms of Service constitutes the entire agreement between you and Themis and govern your use of the Service, superceding any prior agreements between you and Themis (including, but not limited to, any prior versions of the Terms of Service).

(6)You may not assign your rights or delegate your duties under this licence to access the Service without the prior written consent of Themis.

(7)These Terms of Service shall be governed by and construed in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable therein.

QUESTIONS

Please feel free to direct any questions about the Terms of Service to support at goclio.com.