Skip to content
Updated: June 30, 2025

Clio Draft Terms of Use

If you are a Clio Draft Subscriber from prior to July 2, 2025 you can find the Draft Terms of Use that are applicable to you within your Platform.

For customers using app.clio.com or grow.clio.com, please refer to North American Terms of Service.

Welcome to Clio Draft. Please read these Terms of Use and our Privacy Policy carefully, as you agree that you consent to these terms and policies by your use of this website and Clio Draft. In the event of a conflict between these Terms of Use and the Privacy Policy, these Terms of Use shall control.

1. Acceptance of the Terms of Use.

These Terms of Use are entered into by and between you (“Subscriber”, “you”, or “your”) and Themis Solutions (USA) Inc. (“Themis,” “Company,” “we,” “our,” or “us”), and they govern your access to and use of the Platform (as hereinafter defined). “Platform” means the Clio Draft software, and all features and functionality comprising same (including without limitation any new features and functionality as and when they are made available), and including the software that allows customers (whether themselves or on their behalf via the Auto-Populate Feature (as defined below) to enter information that is then populated into documents selected by the user, and which also allows the user to modify, save, execute, and download the documents, and all related components, accessories, and documents, and all updates and revisions thereto, including any content, functionality, and services offered on or through the Platform, whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Platform. By using the Platform, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, which is incorporated herein by reference (collectively the “Terms”). If you do not agree to the Terms, do not access or use the Platform, but please get in touch with us so we can try to help.

This Agreement remains in full force and effect while you use the Platform. We may terminate your account at any time and for any reason.  All provisions of the Terms shall survive termination by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

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

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 services. For certainty, “Subscriber”, “you” or “your” shall refer to the purchaser of the Platform services 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, including without limitation the Administrator, Primary Subscriber and any Authorized Users. 

“Administrator” shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from Themis. For certainty, the Primary Subscriber is the first Administrator.

“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 Platform who have been added to the account as users and who are authorized by an Administrator to use the Platform under Subscriber’s account.

“Primary Subscriber” shall mean the Subscriber who initiated the Platform services offered by Themis and is assumed by Themis to have the sole authority to administer the subscription.
‍

2. Changes to the Terms of Use.

We reserve the right to amend these Terms. In the event of material changes to the Terms, Company will notify Subscriber, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Platform after reasonable notice will be considered acceptance of any new terms.

‍

3. Clio Draft Platform.

The Company is not a law firm and does not provide legal advice or legal services. The Platform is a document-generation platform for Authorized Users to efficiently and cost-effectively fill in, generate, and execute court and legal documents. The Platform includes a feature that allows Authorized Users to create questionnaires that can be completed by Subscriber’s clients, which will then automatically import the applicable information into documents and forms within the Platform (the “Auto-Populate Feature”).

The Platform is intended only to facilitate such actions described above, and therefore it is important to understand:

  • Themis is not a law firm. The Company, including its employees and agents, does not offer any legal advice, recommendations, opinions, representation, referrals, or counseling. Information posted on or through the Platform is for informational purposes only and should not be considered a substitute for professional legal advice or a solicitation to provide legal advice by the Company.
  • Instructions for documents on the Platform are not legal advice. The Platform may include suggestions or instructions for completing documents on the Platform related to formatting and completing the form, including by helping you to complete forms using the Auto-Populate Feature. These suggestions, instructions, or outputs are not legal advice and are intended only to assist you in completing the documents in a manner that allows the inputs to be saved by our software. The Platform is intended to be an administrative tool to assist users in quickly drafting and compiling common legal documents that are used in the user’s practice. THE PLATFORM DOES NOT CONSTITUTE AND IS NOT A SUBSTITUTE FOR LEGAL TRAINING OR ADVICE. Any questions about the content of the documents or inputs should be directed to an attorney or the agency issuing or accepting the document, not the Company.
  • The Company does not guarantee any documents listed on the Platform. The Company endeavors to keep the documents on the Platform current and up-to-date, but it does not guarantee that any document form on the Platform is the correct or current form for your purposes. You should always confirm with the proper agency, court, or appropriate organization that you are using the correct and most current document for your purposes. The Company is not responsible for your use of any document on the Platform in any way, and you understand and agree that you use any document on the Platform at your own risk. The Company is not responsible for any errors or omissions in the documents generated through the Auto-Populate Feature, or otherwise through the Platform, due to incorrect or outdated information provided by you, your clients, or otherwise. Users of the Platform are expected to review all documents created within the Platform before signing and using them, and the Company is not liable for any errors or omissions in the documents created on the Platform. By using the Platform, you understand that the Platform may not identify all of the fields that need to be filled in on a document to make it complete, useful, or legally compliant, and you are solely responsible for the content, applicability, and use of any documents created using the Platform.
  • No attorney-client relationship is created between you and the Company when you use the Platform. The Company does not offer legal advice or services, and communications with the Company are not subject to attorney-client confidentiality protections. We are committed to protecting your personal information, however, as we describe in our Privacy Policy.
  • No results or outcomes are guaranteed by your use of the Platform. While the Company endeavors to build a platform to help your practice be efficient and successful, the Company does not guarantee any results or outcomes with your use of the Platform.
  • The Company does not regulate your actions on the Platform.  You are solely responsible for ensuring that you are complying with all applicable laws and rules of professional conduct when you are using the Platform, including those regarding the unauthorized practice of law, communications, and confidentiality. The Company is not liable for any violations of law or professional rules by any Platform user or the results of such a violation.

‍

Accessing the Platform and Account Security.

We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part if the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

  • Registering Accounts. To access the Platform and most of the resources it offers, the Primary Subscriber may be asked to provide certain registration details or other information, and to make required payments. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with the Platform or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
  • Administrators. 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 (as defined below) if the Administrator wishes to terminate access to the Platform for any Authorized User. Administrators are responsible for all use of the Platform by Authorized Users on the list of active Authorized Users associated with their subscription to the Platform.
  • Authorized Users. Within your account, an Administrator will be able to create and grant access to your account to Authorized Users using their names and email addresses, and set permissions for each Authorized User. The number of Authorized Users that may use your account will depend on your subscription details and will be specified on your Order Form, as defined below. Subscriber is only permitted to access and use the Platform if he/she is an Authorized User client of Subscriber. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Platform. Each Authorized User will be provided with a unique identifier to access and use the Platform (“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. Subscriber is responsible and liable for the acts and omissions of all Authorized Users, including without limitation any breach by any Authorized User of these Terms.
  • Account Confidentiality. You are responsible for your and your Authorized Users’ compliance with the Terms, including all incorporated policies, and all applicable laws and regulations. You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. Neither you nor any of your Authorized Users may, for any reason, provide your password to any other person or entity, or use any other person or entity’s username and password. 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. 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.
  • Suspending Accounts. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the Terms.
  • Account Communications. By creating an account and providing your phone number and/or email address, Primary Subscriber agrees that Company may contact you via email notifications and SMS (text messaging) using an automated telephone dialing system, even if you have opted into the National Do Not Call List, any state Do Not Call List, or the internal Do Not Call List of any company. Primary Subscriber may be required to respond to an initial message as instructed to complete your registration and confirm enrollment in the Text Service. SMS (the “Text Service”) and email notifications are used to enhance the security of the Platform and convey important notices about the Platform, yet they are reliant on third party providers for full effectiveness, delivery, and receipt.  The Company shall not be responsible or liable for any SMS or email errors or delays, or any damages or issues that result from such errors or delays. Furthermore, the Company shall not be responsible for any additional charges or fees assessed by a third party provider as a result of the use of these features. You do not have to participate in the Text Service in order to use the Platform. In the event you no longer want to participate in the Text Service, you agree to notify us directly. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Company account information to ensure that your messages are not sent to the person that acquires your old number.
  • Text Charges and Enrollment. There is no additional charge for the Text Service, but your mobile carrier’s standard message and data rates apply to any messages you send or receive through the Text Service, including confirmations and subsequent texts. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan. As described in the Text Service enrollment and welcome messages, including messages sent to a shortcode associated with the Text Service or by reply to any message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel your Text Service, you agree to receive a final text message from the Text Service confirming your cancellation. If you provide the phone number of any Authorized User, you represent to us that those you invite consent to receive the automated invitation messages and that you are authorized to convey that consent to us.

‍

5. Changes to the Platform.

We may offer new or additional features for the Platform during your subscription term, and may notify you of new available features as they become available. Some new features may be subject to additional fees, which you will not be obligated to pay but may add at your option. All new features and fees shall be subject to the Terms.

We may update the content on the Platform from time to time and will endeavor to provide the Platform to you in a functional manner. However, its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material. We reserve the right to alter or adjust performance specifications for the Platform as we deem necessary or desirable.

‍

6. Fees and Payment.

Fees. In order to sign up for a paid subscription to use the Platform, you must pay all fees specified in the subscription documents, which may include, but are not limited to, a paper order form, email authorization, or an order submitted via the Company’s website (“Order Forms”), and you authorize the Company to charge you for all applicable fees using your selected payment method. Except as otherwise specified on the Order Form: (i) fees are quoted and payable in United States dollars; and (ii) fees are final, non-cancellable and non-refundable except as required by law. Subscriber is responsible for providing complete and accurate billing and contact information to the Company. The Company may suspend or terminate access to the Platform, in addition to other rights and remedies, if fees are past due.

All fees are subject to change upon notice. Such notice may be provided by an e-mail message to an Administrator, or in the form of an announcement on the Platform.

If you do not pay all required fees for your subscription, you will not be able to access your account or any information stored in it. The Company is not liable for any damages or claims resulting from your inability to access your account or information due to any unpaid amounts.

  • Changes During a Subscription Term. Adding subscriptions or subscription upgrades will trigger prorated charges in the current subscription term. Subscriber authorizes the Company to apply updated charge amounts immediately upon such upgrade. Subscription downgrades may be effective immediately, but will not result in a refund or reduce the amount payable during the current subscription term. Subscription changes, including downgrades, may result in loss of access to features and functionality. The amount charged for the next subscription term will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades, and including the addition or removal of applicable discounts. If Subscriber cancels their subscription at any time during a subscription term: (a) the entire unpaid balance of all amounts owing for the remainder of the subscription term will immediately become due and payable; and (b) if Subscriber has enacted any upgrades prior to such cancellation date, the amount due and payable will be the total of the remaining payments in the subscription term, as updated to include the cost of such the upgrades. For clarity, there will be no payment adjustments, credits, or refunds for unused services or for the removal of any licenses during a subscription term, or otherwise.
  • Auto Renewal. IF SUBSCRIBER’S ACCOUNT IS SET FOR AUTO RENEWAL, THE COMPANY MAY AUTOMATICALLY CHARGE SUBSCRIBER AT THE END OF THE SUBSCRIPTION TERM FOR THE RENEWAL FOR ADDITIONAL PERIODS EQUAL TO THE CURRENT SUBSCRIPTION TERM, UNLESS EITHER PARTY GIVES NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM. The fees for any such renewal term shall be the same as during the prior term (which shall include any changes to the subscription that occurred during the term as contemplated above), unless the Company has given Subscriber notice of a fee increase, in which case the fee increase shall be effective upon renewal and thereafter.
  • Taxes. All fees are exclusive of all federal, state, provincial, municipal, or other taxes which Subscriber agrees to pay based on where Subscriber is located. Invoices will include (i) fees and (ii) all applicable sales taxes, as amended from time to time, for the jurisdiction in which Subscriber is located. In the event of updated tax rates, Company will apply the new tax rate without notice to Subscriber. In addition to any fees, Subscriber may still incur charges incidental to using the Platform, for example, charges for Internet access, data roaming, and other data transmission charges. Subscriber is responsible for paying all taxes associated with the subscription to the Platform. If Company has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be charged to and paid by Subscriber, unless Subscriber provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
  • No Withholding. Any and all payments by or on account of the compensation payable under these Terms shall be made free and clear of and without deduction or withholding for any taxes. If the 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, Company receives an amount equal to the sum it would have received had no such deduction or withholding been made.

‍

7. Account Termination.

  • Termination by Subscriber. Administrators are solely responsible for canceling subscriptions. Administrators may cancel Subscriber’s Clio Draft membership at any time, provided that no refund shall be granted in connection to such cancellation and Subscriber will continue to have access to the Platform through the end of the applicable subscription term. An Administrator may cancel the subscription by accessing the Platform and visiting https://draft.clio.com/clients/settings/subscriptions as applicable. For security reasons, cancellations shall only be performed by an Administrator using the account cancellation URL within the Platform. The Administrator may be directed, within the Platform, to call support to complete the cancellation. Cancellations shall not be accepted by any other means.
  • Termination by Company. The Company reserves the right to terminate your, or any Authorized User’s, account immediately if you violate the Terms or do not pay the required subscription amount, or otherwise, all in its sole discretion..
  • Effects of Termination. Termination of your subscription and/or account includes removal of access to the Platform and barring of further use of the Platform by Subscriber and all Authorized Users accessing the Platform through your subscription. Upon termination of your subscription, your right and the right of your Authorized Users to use the Platform will terminate immediately. Upon cancellation or termination of a subscription, your data is made available to your Administrators. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all data associated with such subscription will be irrevocably deleted from the Platform. . The Company will not have any liability whatsoever to you or any of your Authorized Users for any suspension or termination, including for deletion of any data.

‍

8. Intellectual Property Rights.

The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The Terms permit you to use the Platform subject to the following conditions and restrictions:

  • You agree to allow the Company to use and display your organization’s logo on our website and in other promotional materials.
  • You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, except as it is created and owned by you.
  • You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site, including without limitation the Platform.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company.

The Company name and logo, and all related names, logos, product and service names, designs, and slogans are the property of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.

By creating an account and using the Platform, you authorize the Company to display your organization’s logo and/or name on the Company website, and promotional materials.

‍

9. Customer Data.

The Company agrees that the data and information uploaded by Subscriber (or Authorized Users) that is stored or processed via the Platform (the “Customer Data”) shall be treated as confidential pursuant to Section 12 (Security and Confidentiality) by the Company and shall remain Subscriber’s sole property. Subscriber agrees that it, not Company, is responsible for maintaining and protecting backups of all Customer Data directly or indirectly processed using the Platform and that the Company  is not responsible for the failure to store, the loss, or the corruption of Customer Data. Subscriber agrees that the Company and its affiliated entities may collect and track technical and related information about Subscriber and Subscriber’s use of the Platform, including Subscriber’s and each Authorized User’s internet protocol address, the hardware and software that Subscriber utilizes, and various usage statistics to assist with the necessary operation and function of the Platform and for internal purposes only, including without limitation to facilitate in the provision of updates, support, invoicing, marketing by the Company, its affiliated entities, or its agents, and research and development, and that such information is not Customer Data. Subscriber hereby grants the Company a non-exclusive, royalty-free license to use the Customer Data as necessary to provide the Platform during the subscription term. Subscriber hereby grants the Company a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use Subscriber’s name and logo in press releases, marketing materials, and on its website, subject to Subscriber’s prior approval of any such use.  Subscriber acknowledges and agrees that it is responsible for obtaining any necessary consents from third parties whose information you may enter into the Platform, including without limitation via the Auto-Populate Feature, and Subscriber represents and warrants that Subscriber owns or otherwise has sufficient rights to the Customer Data, name and logo to grant the foregoing licenses without any infringement of or conflict with any third party proprietary right, and without violation of any other third party right, including without limitation any rights of privacy or confidentiality. In the event that the Company is required or ordered to disclose Customer Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, the Company shall take all commercially reasonable steps to provide the Subscriber with prompt notice of any relevant order or basis for disclosure so as to allow Subscriber to take whatever steps it can to object to such compulsory disclosure if Subscriber so chooses.

‍

10. Reporting Claims of Copyright Infringement.

We take claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Platform, you may request removal of those materials from the Platform by submitting written notification to our 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 us 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 we 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.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

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 Platform is infringing your copyright, you may be held liable for damages under Section 512(f) of the DMCA.

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

‍

11. Prohibited Uses.

You may use the Platform only for lawful purposes and in accordance with the Terms in their entirety. You agree not to use the Platform:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
  • In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend the Company or users of the Platform or expose them to liability.

Additionally, you agree not to, directly or indirectly:

  • Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data (in any form) related to the Platform.
  • Modify, translate, or create derivative works based on the Platform or any software, documentation or data related to the Platform (except to the extent expressly permitted by Productiv or authorized within the Platform).
  • Use the Platform or any software, documentation or data related to the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party.
  • Remove any proprietary notices or labels; or modify, adapt or hack the Platform, or otherwise attempt to gain unauthorized access to the Service or any software, documentation or data related to the Platform.
  • Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
  • Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
  • Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Platform.
  • Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
  • Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
  • Take any action that may damage or falsify the Company or Platform rating.
  • Otherwise attempt to interfere with the proper working of the Platform.

‍

12. Security and Confidentiality.

  • Security. The Company understands that confidentiality is of the utmost importance to its users, and therefore takes multiple measures to protect the security of any information that you may enter into the Platform. First, the Company uses technical measures to protect your data and its systems, which is described in detail in its Privacy Policy. Second, the Company requires 2-factor authentication for all Authorized Users to log in to their accounts. Each Authorized User must first enter their account username and password into the Clio Draft login page, and then they will receive an authentication code by text message to the phone number saved in their account (Authorized Users may request that the authentication code be sent by email if necessary). This authentication code will only be valid for 24 hours, after which a new authentication code must be requested. Once a valid authentication code is entered, the Authorized User can access his/her Clio Draft account. Two-factor authentication may be disabled from settings.
  • Confidentiality. The Company shall treat all information entered into the Platform and therefore disclosed by Subscriber and Authorized Users as strictly confidential, unless otherwise agreed by you in writing. Accordingly, the Company will: (i) hold the disclosing party’s confidential information in confidence; (ii) restrict disclosure of such confidential information to those of its employees or agents with a need to know such information and who are bound (i.e., as a condition to their employment or agency) by obligations respecting the protection of confidential information, which are substantially similar to those of this Agreement and which would extend to the disclosing party’s confidential information; (iii) use such confidential information only for the purposes for which it was disclosed, unless otherwise set forth herein; and (iv) to the extent applicable, not modify, reverse engineer, decompile, create other works from, or disassemble any such confidential information, unless expressly permitted by applicable law without the possibility of contractual waiver or otherwise specified in writing by the disclosing party.

These restrictions will not apply to confidential information to the extent it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure to the receiving party without breach of this Agreement; (iii) was lawfully received by the Company from a third party without such restrictions; (iv) was known to the Company, its employees, or agents without such restrictions prior to its receipt from the disclosing party; (v) was independently developed by the Company without breach of this Agreement; or (vi) was generally made available to third parties by the disclosing party without such restriction.  The Company may disclose confidential information without breach of this Agreement if it is required to be disclosed by the Company pursuant to judicial order or other compulsion of law, provided that the Company will (where legally permitted) provide to the disclosing party prompt notice of such order and comply with any protective order imposed on such disclosure.

‍

13. Monitoring and Enforcement; Termination.

We have the right to:

  • Take any action with respect to any user, including without limitation any Authorized User, that we deem necessary or appropriate in our sole discretion, including if we believe that such user violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Monitor your and your Authorized User’s use of the Platform at any time without notification to you or your Authorized Users, and we may prohibit any use of the Platform we believe is (or is alleged to be) in violation of the Terms.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
  • Terminate or suspend your, or any Authorized User’s, access to all or part of the Platform for any or no reason, including without limitation, any violation of the Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Platform, or to monitor your or your Authorized Users’ use of the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

‍

14. Reliance on Information Posted.

We do not warrant the accuracy, completeness, or usefulness of any information on the Platform, including without limitation within the Auto-Populate Feature or any documents that are posted for use on the Platform. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

The Platform may include content provided by third parties, including materials provided by other users and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

‍

15. Links from the Platform.

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

‍

16. Users Outside the U.S.

The Platform is controlled and operated from the United States and is subject to its laws. If you choose to access the Platform outside of the United States, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations.

‍

17. Disclaimer of Warranties.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED AND/OR GENERATED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED AND/OR GENERATED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM, NOR ANY DOCUMENTS OR OTHER OUTPUT GENERATED THROUGH THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, ANY DOCUMENT OR OTHER OUTPUT GENERATED THROUGH THE PLATFORM, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTION TITLED “DISCLAIMER OF WARRANTIES” AND THE FOLLOWING SECTION TITLED “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

‍

18. Indemnification.

You agree to indemnify and hold harmless the Company, its affiliates and each of their shareholders, officers, directors, employees, contractors, agents and successors and assigns, from and against any and all claims, suits, actions, causes of action, demands, obligations, losses, and liabilities of any nature whatsoever, and all related costs and expenses (including reasonable attorney’s fees), arising out of or resulting from (1) your use of the Platform, including without limitation the accuracy, legality and appropriateness of the information you provide (or provided on your behalf, including without limitation via the Auto-Populate Feature), your use of or reliance on any documents created using the Platform (including without limitation the Auto-Populate Feature), and your decision to enter personal and/or confidential information into the Platform, or (2) your violation of the Terms.

‍

19. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS AFFILIATES, AND EACH OF THEIR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), DIRECTORS, OFFICERS, SHAREHOLDERS, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY SUBSCRIBER TO THE COMPANY FOR THE PLATFORM UNDER THE TERMS IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY IS NOT LIABLE FOR ANY LEGAL OUTCOMES, JUDGEMENTS, VIOLATIONS, OR OTHER OUTCOMES RESULTING FROM USE OF THE PLATFORM.

20. Governing Law and Jurisdiction.

All matters relating to the Platform and the Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provisions or rules.

Any legal suit, action or proceeding arising out of, or related to, the Terms or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the City of Wilmington. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

‍

21. Waiver and Severability.

No waiver by the Company of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under the Terms shall not constitute a waiver of such right or provision.

If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

‍

22. Assignment

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 these Terms in their 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 these Terms. Any attempt by a party to assign its rights or obligations under these Terms in breach of this Section shall be void and of no effect.

23. Entire Agreement; Relationship of the Parties.

The Terms constitute the sole and entire agreement between you and Themis with respect to the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

The parties are independent contractors. The Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Nothing in the Terms creates an exclusive relationship or in any way prevents the Company from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers. Subscriber understands and acknowledges that the Company is free to use some or all of the data, information, techniques, methodologies, forms, layouts, or results of any of the products or services provided by the Company hereunder in providing products or services to other customers and nothing in the Terms shall be construed to limit the Company’s right to do so.

‍

24. Your Comments and Concerns.

The Platform is operated by Themis at 4611 Canada Way, Burnaby, British Columbia, Canada V5G 4X8.

All feedback, comments, requests for technical support and other communications relating to the Platform (“Feedback”) should be directed to: [email protected]. You hereby grant Company the perpetual, irrevocable right to use, copy, modify, create derivative works of and otherwise fully exercise and exploit such Feedback in connection with its products and services.