ClientSherpa Terms of Service

This Terms of Service agreement (the “Agreement”) is between you and 5or7 Software, LLC (“we” or “us”) and governs your use of ClientSherpa. By indicating your acceptance of the Agreement, you agree to be bound by and comply with its terms. Accordingly, you should review the Agreement thoroughly.

You represent that you have the authority to bind the legal entity on whose behalf you enter into this Agreement. The terms “you” and “your” refer to that legal entity and its parents, subsidiaries, and affiliated entities. If you do not have the authority to enter into this Agreement, or if you do not agree to comply with its terms, you must not indicate your acceptance of the Agreement and may not use ClientSherpa.

This Agreement commences on the date of your acceptance of its terms and continues until all associated ClientSherpa subscriptions are cancelled or terminated.

We may revise and update this Agreement from time to time. If you are a registered ClientSherpa user, we will contact you about substantive changes to this Agreement. Otherwise, you may view the most recent Agreement on the ClientSherpa website.

License and Conditions of Use

Conditioned on your compliance with this Agreement, we grant to you a limited, non-exclusive, non-transferable license to use ClientSherpa and all features associated with it. We reserve all rights of ownership in and to ClientSherpa not expressly granted to you.

You agree that you shall not (i) access or attempt to access any ClientSherpa account that you are not authorized to access, (ii) modify or attempt to modify ClientSherpa in any manner or form, (iii) copy, distribute, or create derivative works based on the ClientSherpa Content (as defined below), (iv) exploit the ClientSherpa Content in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity, or (v) sublicense, sell, resell, or otherwise convey ClientSherpa or any elements thereof.

Your violation of any terms of this Agreement may result in automatic termination of the licenses granted hereunder and your right to use ClientSherpa. We reserve the right at any time to modify or discontinue, temporarily or permanently, ClientSherpa or any part thereof with or without notice.

You are responsible for all activity occurring under your ClientSherpa account, including (i) the legality of Client Information (as defined below) and your collection, use, and treatment thereof, and (ii) your compliance with this Agreement. You agree that you will comply with all applicable laws, treaties and regulations in connection with your use of ClientSherpa and your collection, use, and treatment of Client Information.

Free Trial

You may elect to use ClientSherpa on a free trial basis prior to purchasing a paid subscription. Your use of ClientSherpa during the trial period is subject to the terms of this Agreement. If you cancel your ClientSherpa subscription prior to the expiration of the trial period, you will not be charged any fee.

Subscriptions

Credentials and Modifications

After you purchase your ClientSherpa subscription, you will be asked to create login credentials (username and password) for all attorneys, assistants, and staff who will use ClientSherpa. Credentials are unique to each user; sharing of user credentials or use of staff or assistant credentials by an attorney will result in termination of your ClientSherpa account.

You may modify your ClientSherpa subscription to add or remove users at any time using the method provided within your account dashboard. Your subscription fee will be adjusted accordingly.

Fees and Payments

Fees for your ClientSherpa subscription are charged per-attorney and per-intake in the amounts set forth on the ClientSherpa website and listed in your purchase confirmation email. Per-attorney fees are payable monthly in advance. Per-intake fees are billed monthly in arrears. All fees are billed automatically to your payment method on file. You agree to keep your payment information up to date.

Cancellation and Termination

You may cancel your ClientSherpa subscription at any time using the cancellation method within your account dashboard. Upon cancellation, we will charge you for per-intake fees accrued as of the cancellation date, minus a pro-rated portion of the per-attorney fees you have paid for the then-current month. Per-intake fees are non-refundable, and any free intake credits you may have at cancellation may not be redeemed for cash or otherwise credited to your account.

We may terminate your ClientSherpa account and all subscriptions if we have reason to believe your use of ClientSherpa or Client Information (i) is in violation of any term of this Agreement, or (ii) is in violation of any law or regulation. We may, but are not obligated to, notify you prior to termination of your account.

Client Information

“Client Information” means all information from prospective clients collected through your use of ClientSherpa, including but not limited to personally identifiable information, information concerning a prospective client’s reason for contacting you, and documents sent by a prospective client and their contents.

ClientSherpa receives and stores Client Information solely for the purpose of making Client Information available to you. We do not review, use, or interact with Client Information except to provide you with access to the ClientSherpa services, or as requested by you in writing to address a customer service or technical support issue. Our interaction with and use of Client Information will comply with (i) this Agreement, (ii) our Privacy Policy, and (iii) all applicable laws and regulations.

Client Information will be permanently deleted ninety (90) days following cancellation or termination of your ClientSherpa account. You may contact us at compliance@clientsherpa.com with any questions about, or to request removal of, any Client Information.

Intellectual Property Rights

ClientSherpa Content

Except with respect to Client Information and Firm Content, ClientSherpa and its content (collectively “ClientSherpa Content”) is owned by 5or7 Software, LLC and may be protected by copyright, trademark, patent, trade secret, and/or other laws. 5or7 Software, LLC and/or its related companies or licensors own and retain all rights, including the worldwide copyright, in the ClientSherpa Content solely and exclusively, for the duration of the rights in each country, in all languages, and throughout the universe. You may not use the ClientSherpa Content in any way whatsoever except as in compliance with this Agreement. You may not modify, rent, lease, loan, sell, distribute, redistribute, or create derivative works based on the ClientSherpa Content.

CLIENTSHERPA is a trademark or registered trademark of 5or7 Software, LLC.

Your Content

To the extent you own rights in any content you collect through or upload to ClientSherpa, including but not limited to Client Information (collectively “Your Content”), you own all such rights. You hereby grant us a non-exclusive royalty-free license to copy, store, and otherwise use Your Content for the purpose of providing you with the ClientSherpa services pursuant to this Agreement.

Disclaimers

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, 5OR7 SOFTWARE PROVIDES ALL SERVICES “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. 5OR7 SOFTWARE MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAWS, 5OR7 SOFTWARE DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATIONS OF RIGHTS.

5OR7 SOFTWARE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, CLIENTSHERPA. YOUR USE OF CLIENTSHERPA IS SOLELY AT YOUR OWN RISK.

Limitation of Liability

5OR7 SOFTWARE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY WEBSITE, NETWORK, COMPUTER SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, OR SOFTWARE, OR FOR ANY FAILURE DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO COMPUTERS OR OTHER DEVICES ON OR THROUGH WHICH CLIENTSHERPA IS PROVIDED.

5OR7 SOFTWARE, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS, WILL NOT BE LIABLE TO YOU FOR LOSS OF DATA, LOST INCOME, LOST PROFItS, ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR CLAIMS OF THIRD PARTIES. THESE LIMITATIONS OF LIABILITY FOR SUCH LOSSES WILL APPLY EVEN IF 5OR7 SOFTWARE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THEIR POSSIBILITY.

5OR7 SOFTWARE’S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO YOUR USE OF CLIENTSHERPA WILL IN NO EVENT EXCEED THE TOTAL FEES PAID BY YOU.

Indemnification

You agree to indemnify, defend, and hold harmless 5or7 Software, LLC and its officers, directors, agents, employees, partners, and licensors, from and against any third-party claims, demands, expenses (including reasonable attorneys’ fees) or liabilities of whatever nature of kind, due to or arising out of (i) your use of ClientSherpa in violation of this Agreement, (ii) your violation or alleged violation of any law or regulation, or (iii) your violation or alleged violation of the rights of any third party.

General Conditions

This Agreement constitute the entire agreement between you and 5or7 Software, LLC and governs your use of ClientSherpa, superseding any prior agreements (including, but not limited to, any prior versions of this Agreement). No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. Our failure to enforce any right or provisions in this Agreement will not constitute a waiver of that provision or any other provision of this Agreement.

Effective Date: May 21, 2018