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THIS ESQUIREBILLING.COM SUBSCRIPTION AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR" OR "YOURSELF"), AS THE END USER, AND CODIGITA, LLC. ("OUR," "US," "WE" OR "THE COMPANY"), WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED LEGAL BILLING SUBSCRIPTION SERVICE TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE SAME BY US AND/OR THIRD PARTIES (COLLECTIVELY, "THE SERVICE"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICE. BY REGISTERING FOR, USING, OR OTHERWISE ACCESSING THE SERVICE, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN. THE SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 18 YEARS OF AGE OR OLDER. IF YOU ARE NOT YET 18 YEARS OLD, PLEASE DISCONTINUE USING THE SERVICE IMMEDIATELY, OR IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DISCONTINUE THE REGISTRATION PROCESS AND DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER. When we refer to the "use" of the Services in this Agreement, we mean any actual or attempted access to the registered account provided by the Service once the registration process is complete, including, without limitation, any transmission, exchange of information or communication associated with the Service. These terms and conditions, together with the other terms of use applicable to other Company owned or controlled web sites and any other policies, rules and provisions which are described, linked or otherwise referred to and form a part of this Agreement, including, without limitation our Privacy Policy, constitute the entire agreement between you and us. This Agreement supersedes any and all prior or inconsistent understandings, representations or agreements regarding the Service. 1. ENROLLMENT IN THE SERVICE The Company currently provides the Service for tracking law client account billing, trust management, law firm operating and trust management, and to create invoices, maintain statistical information, and perform statistical and other functions for law firms and legal clients. The Service consists of a single subscription plan whereby, for a monthly fee and subject to certain limitations as described herein, you are granted rights to access and use the account you created in the Service at the time you enrolled. In order to use the Service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet. You must be at least 18 years of age to enroll. To begin the enrollment process, you must complete the Service registration process located on our web site or such other registration process as we may provide from time to time. 2. MODIFICATION We may add, delete or modify any of the aspects of our Service and/or any of the terms and conditions contained in this Agreement at any time at our discretion. We will notify you of any such changes by posting a change notice on our site at http://www.esquirebilling.com. If any modification is unacceptable to you, you must follow necessary steps to cancel your subscription. Unless otherwise specifically set forth, all changes shall be effective upon the date they are posted on our site ("effective date"). Your continued use of the Service following the effective date will constitute your acceptance of and agreement to be bound by the changes specified therein. You should review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your Agreement with us. If any new products or services become available, they will be considered a part of the Service and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software or other services. 3. YOUR REGISTRATION OBLIGATIONS You agree to provide true, accurate, current and complete information about yourself and your business as prompted by the Service registration process (such information being the "Registration Data"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service. If for any reason you are unable to update your information, please advise us promptly via the e-mail address listed on the website. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service, as applicable. Once you subscribe to the Service, you shall receive a unique user ID and password in connection with your account (collectively referred to herein as "IDs"). You agree that you will not allow another person to use your IDs to access and use the Service under any circumstances. Third parties, employees or business partners wishing to use your service for your benefit must be given a username and password. Additional usernames and passwords may be obtained once registration has been completed. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed. 4. THE COMPANY PRIVACY POLICY The Company takes your privacy seriously and operates under the policies and principles outlined in its Privacy Policy, which contains important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Service. Our Privacy Policy is set forth at http://www.esquirebilling.com/privacypolicy.html. 5. TECHNOLOGICAL AND USE LIMITATIONS The Company will make reasonable efforts to keep the ESQUIREBILLING.COM site operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of The Company may, from time to time, result in temporary service interruptions. The Company also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that The Company shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service. You may not use or allow others to use, your IDs and/or the Service, directly or indirectly, to upload, distribute, transmit, communicate, link to, publish or access any data, information or material using or otherwise in connection with the Service, that is: (a) libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Service; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with your IDs. You also may not use, nor allow others to use, your IDs, the Service, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Service or any information, data or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on us, the Service, or anyone else; (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Service. You are prohibited from violating or attempting to violate the security of the Service, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Service or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Service or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. 6. TERM, FEES, PAYMENTS; TRIAL PERIOD PROVISIONS   By registering for the Service, you agree to pay the fees designated for the Service level you select in accordance with our Pricing and Payment Terms, which can be found at http://www.esquirebilling.com/subscriptionplan.html. Subject to your right to terminate the Service prior to the expiration of a Trial Period, if any, as described in the following section, you agree to pay the applicable amounts for the minimum period specified therein. Subject to the terms below, your subscription will continue automatically at the fee rate applicable to the Service, which you have selected unless terminated by the Company or until you notify the Company of your decision to cancel your subscription to the Service. Upon the expiration of the initial trial period, if any, your subscription will automatically renew on a month-to-month basis at the same monthly rate, as applicable, unless you elect to terminate the Service or enroll in another version of the Service. If, when registering, you signed up for a subscription with a "Trial Period," you will be allowed a period during which you can try out the Service. Only one Trial Period subscription is permitted per business. Any attempt at gaining additional trial periods under a different e-mail address may result in immediate account termination, and in extreme cases, permanent banning from the system. The Trial Period will expire upon the last day of the number of days indicated in the Trial Period offer concerned. If you terminate the Service prior to the expiration of the Trial Period, you will not have any further obligation with respect to the version of the Service to which you have committed. If you do not terminate and do nothing, you will be automatically subscribed to ESQUIREBILLING.COM and billed based on the payment plan available when you registered. Each month during the term of this Agreement following the expiration of any Trial Period, the fees for use of the Service will be billed automatically to the credit card you designated during the Service registration process, or have subsequently provided to the Company. You agree to pay or have paid all fees and charges incurred in connection with your ID for the Service (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. If you want to designate a different credit card or there is a change in credit card validity or expiration date, you must modify your card information using the Service. If you believe someone has accessed the Service using your IDs without your authorization, you must contact the Company immediately at admin@esquirebilling.com. Payment must be made by a major credit card accepted by the Company (currently, VISA, MasterCard, American Express), or any other methods of payment as the Company may accept from time to time. Your credit card will be charged monthly in advance commencing on your initial trial expiration date and continuing thereafter on a monthly basis on the same day as subscription or re-activation ("Billing Date"). If The Company does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon demand by The Company. Your card issuer agreement governs your use of your designated card in connection with the Service, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT THE COMPANY, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU. If The Company does not receive the full amount of your Service account balance on or within 4 days of the Billing Date, your account will be terminated (but not deleted) until such time as you successfully re-activate the Service by providing a valid credit card with sufficient funds. You release The Company from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to The Company within sixty (60) days of its first appearance on an invoice or credit card statement. You agree to pay The Company all reasonable attorney's fees and costs incurred by The Company to collect any past due amounts. In addition, if it can be shown that you have found a way to use your service without paying the monthly subscription fee, your account may be terminated by The Company. You will be notified in such a case. The fees, charges and payments hereunder do not include, and you are solely responsible for, paying any taxes, duties, government levies or other charges imposed by a taxing or other regulatory authority relating to your use of the Service. You are solely responsible for arranging payment for any and all additional or premium charges for your use of any third party services via the Service. THE COMPANY RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY THE COMPANY, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING AT http://www.esquirebilling.com. THE COMPANY MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. If any such change is unacceptable to you, you may cancel your subscription to the Service, as provided in Section 7 below. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE. 7. TERMINATION We may terminate this Agreement, restrict, suspend or terminate your use of the Service immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by clicking the ‘Cancel’ button in your Firm Info section’s ‘change subscription’ link of the Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service. Upon the effective date of any such termination, your right to use the Service shall immediately cease. Termination of this Agreement shall not relieve you of any obligations to pay accrued charges. YOU WILL NOT BE PRO-RATED TIME ON THE SERVICE IF YOU CANCEL, AND SUBSCRIPTION RE-ACTIVATION MEANS YOUR MONTHLY FEE IS IMMEDIATELY DUE, REGARDLESS OF HOW RECENTLY YOU HAVE PAID FOR THE SERVICE. This is to prevent potential abuse of the Service’s payment system. Without limitation of any other provisions herein regarding termination, we reserve the right to terminate your use of the Service, without cause, upon reasonable notice. If such termination occurs in the middle of your subscription, you will not be refunded any pro-rated amount of your subscription fee unless where required by law. 8. INTELLECTUAL PROPERTY RIGHTS Only you may access the Service using your IDs, unless otherwise agreed in writing by The Company. The content available through the Service is the property of The Company or its licensors and is protected by copyright and other intellectual property laws. Data input to your account through the Service may be used in whatever manner you see fit, provided the use does not violate any applicable laws. You have exclusive rights to access the content you enter into the Service, until the Service is terminated by you or by The Company, and excepting the conditions by which your content must be viewed by The Company for technical support or as required by law. Please review the Privacy Policy for terms and conditions regarding access to your data by The Company. You acknowledge that The Company retains exclusive ownership of the Service and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Service or its contents, and The Company reserves all rights not expressly granted hereunder. You shall promptly notify The Company in writing upon your discovery of any unauthorized use or infringement of the Service (or its contents) or The Company's patent, copyright, trade secret, trademarks or other intellectual property rights. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions. By posting messages, inputting data, suggesting ideas or engaging in any other form of communication through the Service, you irrevocably agree that any such content, and all intellectual property rights associated therewith, shall become our sole property. We may copy, sublicense, adapt, publicly perform, display or otherwise exploit any such content and rights in any manner whatsoever as required by any legal judgment or finding, and otherwise provided it is not in violation of our Privacy Policy. Data input to your account will remain indefinitely after any subscription termination, in the event that you wish to re-subscribe. At any time after termination of your subscription to the Service, you may request in writing (that will be verified by followup contact from The Company) to have all data that was stored in your account removed from our database, and your database files deleted permanently. This action is permanent and irreversible. Non-trial users who do not have outstanding fees may also export the entirety of their data using the Service, as provided by the Service.   9. DISCLAIMER OF WARRANTIES   YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE COMPANY SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE COMPANY SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 10. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. 11. INDEMNITY You agree to defend, indemnify and hold The Company harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement, (b) your use of the Service, and/or (c) the use of the Service by any other person using your IDs. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end. 12. CHOICE OF LAW AND CONSENT TO JURISDICTION This Agreement is governed by the laws of the State of Tennessee, U.S.A., without regard to its conflicts of law provisions; and you hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in Rutherford County, Tennessee, U.S.A. and Davidson County, Tennessee, U.S.A (if applicable) with respect to all disputes arising out of or relating to the Service. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates). 13. OTHER IMPORTANT PROVISIONS Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 13. You shall not use the Service in any manner contrary to local, state or federal law. The Company expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your Service immediately upon notice of your failure to comply with any such local, state or federal law. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement. You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void from inception. This Agreement, together with our Privacy Policy and any other rules, regulations, procedures and policies which we refer to and which are hereby incorporated herein by this reference, constitutes the entire agreement between you and us with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Service. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) (subject to any shorter limitation applicable pursuant to Section 6 above) and you hereby waive any longer statute of limitations that may be permitted by law. To the extent it may be applicable, you agree with us to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.