ProDoc® Subscriber Agreement for Firms

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Access to and use of ProDoc eFiling Service is subject to the terms and conditions of the ProDoc License Agreement ("Agreement") for Firms, a legal document between the firm you represent ("Firm" or "Subscriber") and West, a Thomson Reuters business ("West"). Please read the Agreement. If you agree with the terms and conditions of the Agreement and agree to be bound by them, accept the terms by clicking on "I Agree" below and continue with the software installation. If you do not agree with the terms and conditions of the Agreement, click on "I Don't Agree" and you will not be able to install the software or use the service.

1. DEFINITIONS

1. Service - Means the ProDoc eFiling service, and any related software, servers, products or services provided to Firm by West to assist Firm with electronically filing and electronically serving legal documents and in performing related tasks.
2. Firm Account - Means a single administrative account with West through which the Service is provided under this Agreement.
3. Firm - Means the legal entity through which the Firm Account is established and maintained.
4. Individual User Account - Means the account of a single person who is a registered Licensee.
5. Electronic Filing Manager ("EFM") - Means the manager of the electronic filing system on behalf of the specific state.
6. Effective Date - Means the date that the Agreement accepted by the Firm.
7. You - Means the person accepting this Agreement on behalf of the Firm and establishing the Firm Account as described in Paragraph 3 of this Agreement. You represent that you have the authority to contract on behalf of the Firm.

2. INCORPORATION OF ADDITIONAL POLICIES BY REFERENCE

Additional terms and conditions related to the Service may be found in the following ("Additional Terms") which are posted on the ProDoc Web site (see www.ProDocEfile.com for Texas and efileflorida.prodoc.com for Florida) and are incorporated into this Agreement by reference

• ProDoc eFiling and eService Charges Schedule
• Privacy Policy

West may amend the Additional Terms at any time by posting the amended terms on the ProDoc Web site. Except as stated below, any changes to the referenced portions of this Agreement shall be effective 24 hours after posting on the ProDoc Web site.

3. GRANT OF LICENSE

1. West grants to Firm a non-exclusive, non-transferable, limited license to access and use the Service subject to the terms of this Agreement in Firm's ordinary course of business.
2. Firm may not copy, download, scrape, store, publish, transmit, retransmit, disseminate, broadcast, circulate, sell, resell, reverse engineer, modify or make derivative works of any of the components of the Service. The use of spiders, Web crawlers, or other robotic activity is prohibited in connection with the Service and the ProDoc Web site(s).

4. PRODOC CHARGES

All ProDoc Charges are set forth in the ProDoc eFiling and eService Charges Schedule on the ProDoc Web site.

5. PAYMENTS

1. Firm authorizes ProDoc to collect payment from Firm for ProDoc Service and eFiling transaction fees incurred by Firm, plus applicable sales and/or other taxes, and any actual costs incurred by West for the Service, including, but not limited to; statutory filing fees, County eFiling convenience fees, state-specific online filing fees, and credit card fees, by CHARGING ANY CREDIT CARD THAT WEST HAS ON FILE FOR THE FIRM. The fees and costs referenced in this Paragraph include all fees and costs incurred under all Individual User Accounts who use the Firm Account.
2. In the event that the Firm is delinquent to West under a subscription License Agreement for ProDoc eFiling Service, the Firm authorizes West to charge any credit card that the Firm has on file with West for the amount of the delinquency under such subscription License Agreement.

6. ACCEPTABLE USE

The Firm warrants to West that the Firm's activities in using or utilizing the Service shall not a) be false, fraudulent, inaccurate or misleading; b) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; c) violate any law, statute, ordinance, contract, applicable license, or regulation (including but not limited to, those governing financial services, consumer protection, unfair competition, anti-discrimination or false advertising); d) be defamatory, libelous, unlawfully threatening, unlawfully harassing, obscene or contain child pornography; e) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; or f) create liability for West or cause West to lose (in whole or in part) the services of its Internet Service Providers or other suppliers. The Firm shall not use or attempt to use the Service for purposes other than legitimately filing electronic documents with a government entity intended to be the ultimate recipient of such documents or send payments and manage their account, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of the Service. Subscriber shall accept responsibility for all damages and other penalties that its actions directly or indirectly give rise to, including acknowledging that such actions, where applicable, may be reported to appropriate authorities for possible criminal prosecution.

7. ACCOUNT MAINTENANCE

The Firm is responsible for maintaining accurate account information including an email and postal address for purposes of the Notice provisions of Paragraph 12 of this Agreement.

8. TERMINATION

1. The Firm or West may terminate this Agreement and/or close the Firm Account at any time, for any reason. If West terminates the Agreement and/or closes the Firm Account, West will provide Firm notice at the email address that Firm has provided to ProDoc.
2. Upon termination and/or closure of the Firm Account, any outstanding charges for the Service for any Firm Account and/or Individual User Account affiliated with the Firm shall remain due and payable as if the Firm Account had not been closed.

9. DISCLAIMER OF WARRANTY

THE SERVICE IS PROVIDED "AS IS". THERE ARE NO WARRANTIES WITH RESPECT TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WEST DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT THE SERVICE WILL MEET FIRM'S REQUIREMENTS. WEST PROVIDES NO WARRANTIES OF NONINFRINGEMENT, NONINTERFERENCE WITH INFORMATION, OR ACCURACY OF INFORMATIONAL CONTENT. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES SO THESE LIMITATIONS MAY NOT APPLY TO THE FIRM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE FIRM FROM WEST SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN AND ANY ADVICE OR INFORMATION OBTAINED BY THE FIRM FROM WEST IS OBTAINED AT THE RISK OF THE FIRM AND THE FIRM WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE USE OF SUCH ADVICE OR INFORMATION.

10. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES

1. West is an Electronic Filing Service Provider (EFSP). West acts as such by creating, hosting, maintaining and providing the Service to the Firm via secure, Internet-based communications through servers owned by West or leased by West from third parties, and communications via third parties. West does not have any control over third parties, including the EFM or any government entity intended to be the ultimate recipient of any electronic documents that the Firm may attempt to transmit via the Service. West cannot ensure that either the EFM or any government entity that the Firm attempts to file with through the Service, will actually accept and complete the Firm transaction.
2. NEITHER WEST, NOR ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS, LICENSORS AND/OR CONTRACTORS SHALL HAVE ANY LIABILITY TO THE FIRM WITH RESPECT TO THIS AGREEMENT OR OTHERWISE, INCLUDING ANY LIABILITY FOR FINES, PENALTIES, DISPUTES OVER FEES, DEPOSITS, COMMISSIONS, CHARGES FOR GOODS AND SERVICES, THIRD PARTY COSTS OF CORRECTING, PERFORMING OR RE-PERFORMING ANY WORK OR OTHER ACTIVITY, CONTRACTUAL DAMAGES, LOSS OF BUSINESS OR PROFITS OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF WEST, ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS, LICENSORS AND/OR CONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WEST, OR ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS, LICENSORS AND/OR CONTRACTORS' LIABILITY FOR DIRECT DAMAGES EXCEED THE TRANSACTION FEES PAID FOR THE RELEVANT TRANSACTIONS GIVING RISE TO SUCH CAUSE OF ACTION. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIONS OF WARRANTY AND DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL WEST, ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS, LICENSORS AND/OR CONTRACTORS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, OUR WEBSITE, OR THE AGREEMENT UNDER ANY LEGAL THEORY INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, NEGLIGENCE, OR TORT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE FIRM.
3. The Firm agrees that the Service is a convenience service, and that the Firm can make alternative arrangements to file any necessary documents in the event that the Service is unavailable or malfunctioning. The Firm acknowledges that the timely filing of motions, briefs, and other documents in compliance with statutes, regulations, court rules, and orders requires the professional judgment of an attorney, and that attorneys appearing in a case are ultimately responsible for the timely filing of any such documents. While West will use reasonable efforts to electronically file any documents for which transaction fees have been paid, the Firm agrees that neither West, nor any of its affiliates, subsidiaries, suppliers, licensors, suppliers and/or contractors shall have any liability whatsoever associated with the filing or failure to file of any documents submitted via the Service.
4. The EFM is a direct and intended third party beneficiary of the limitation of liability under this Agreement.

11. SURVIVAL OF PROVISIONS

1. Termination or account closure as provided for in this Agreement shall not affect any right or obligation of either party that is accrued or vested prior to the termination or account closure.
2. Any provision of the Agreement relating to any such right or obligation shall be deemed to survive the termination of the Agreement or account closure.
3. Any continuing obligation, liability or responsibility of the Firm will survive termination of the Agreement or account closure.

12. NOTICE

1. Notices shall be given to West by first class mail through the United States Postal Service addressed to: West, a Thomson Reuters business, Attn: Customer Service, 610 Opperman Drive, P.O. Box 64833, St. Paul, Minnesota 55164-1803.
2. Notices shall be given to the Firm via first class mail through the United States Postal Service.

13. WAIVER

West's failure or delay in taking any action under this Agreement shall not indicate acquiescence or constitute a waiver of any legal rights or remedies under this Agreement.

14. CHOICE OF LAW AND VENUE

This Agreement will be governed by and construed under the law of the State of Minnesota, U.S.A. without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts.

15. COMPLETE AGREEMENT

1. This Agreement contains the entire agreement between the Firm and West with respect to the subject matter of this Agreement, and no oral statements or prior written matter shall be of any force or effect.
2. West may modify this Agreement at any time.

16. ASSIGNMENT

The Firm may not assign the Agreement or any right or obligation under the Agreement.

17. SEVERABILITY

If any provision of the Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and the Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions shall remain in full force and effect.

18. RULES OF CONSTRUCTION

1. The headings and captions used in this Agreement are used for convenience only are not to be considered in construing or interpreting this Agreement.
2. The word "including" when used herein is not intended to be exclusive, and shall mean "including, but not limited to".
3. References herein to Paragraph shall refer to the appropriate Paragraph of this Agreement.

19. CAPACITY

The acceptance of this Agreement by clicking "I Agree" constitutes apparent authority of the capacity to enter into this Agreement and will bind Firm and/or Firm's partners, members or shareholders.

By clicking on "I Agree" below, you are binding Firm to the terms of this Agreement and acknowledging that you are a licensed attorney in good standing with the state bar, or an individual who has the authority to act as agent for the licensed attorney, and that you have read the Agreement in its entirety and assent to the terms of the Agreement.

I Agree        I Don't Agree