Terms of Service

8. Professional Services.  Any request for CARET to provide technical support, services or deliverables that are outside the scope of Support listed above shall require a Professional Services engagement, which shall be provided on a time and materials basis by CARET or its Affiliates at the prevailing hourly rate. All such Professional Services shall be rendered pursuant to a separate Statement of Work (“SOW”), which will be governed by the terms and conditions set forth at https://www.getcaret.com/professionalservicesterms.  

9. Client Data.   Any information, including, but not limited to, data belonging to Client or any third party entered by Client into CARET Software shall be referred to as “Client Data”. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Client Data. Client hereby grants CARET permission during the Term of Client’s CARET Legal Subscription to: (a) access Client Data for the purposes of fulfilling any contractual obligations CARET has with Client; and (b) to compile Client Data in an anonymized form (“Aggregated Data”).  CARET may use such Aggregated Data for purposes of operating CARET’s business, monitoring performance of the software or improving the software. CARET’s use of Aggregated Data as described in this section shall not result in any unauthorized disclosure of Client Data, Client Confidential Information or personally identifiable information of Users. Aggregated Data will not be capable of re-identification. All Aggregated Data shall be owned by CARET, and nothing herein shall be construed as prohibiting CARET from using Aggregated Data for business or operational purposes. The process of collecting and storing Aggregated Data will be conducted in a manner that will maintain the confidential nature of Client Data itself. Client hereby represents and warrants that Client has provided all necessary and appropriate notices and opt-outs, and has obtained all necessary and appropriate consents, approvals and rights, to collect, process, use, store, enhance and disclose Client Data and allow CARET to use, store, disclose and otherwise process such Client Data as contemplated by these Terms, including to and from Users wherever required under applicable law. Client Data will be permanently deleted from all CARET and CARET Affiliate servers, cloud instances or other potential storage space thirty (30) days after the expiration of Client’s CARET Legal Subscription. 

10. Confidentiality.

(a)  Confidential Information. “Confidential Information” means any information, technical data or know-how, including, without limitation, information relating to software, products, services, customers, personnel, markets, research, intellectual property, inventions, processes, designs, marketing, future business strategies, trade secrets, finances and other nonpublic information of the disclosing party, including the details of any Order under these Terms. 

(b)  Non-Confidential Information. Confidential Information does not include information that the receiving party can establish: (i) was lawfully known by the receiving party prior to its disclosure by the disclosing party; (ii) is, or becomes, generally known to the public without breach of these Terms; (iii) is obtained by the receiving party in good faith from a third party without any communicated confidentiality obligation; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. 

(c)  Non-Disclosure. The receiving party will use the disclosing party’s Confidential Information only for purposes of these Terms and applicable Orders under these Terms and will not disclose it to any person or entity other than its or its Affiliates’ employees, directors, contractors, consultants, service providers, counsel or agents who have a reasonable need to know such information and who are bound by at least equivalent obligations of confidentiality and non-disclosure as those under this Agreement (such recipients being “Authorized Recipients”). Users and any third party authorized by Client to receive Client Data are Authorized Recipients of Client. “Affiliates” means any corporate entity that, directly or indirectly, controls or is controlled by, or is under common control with, a party. The receiving party is responsible for the compliance of its Authorized Recipients with the confidentiality and non-disclosure obligations of these Terms. The receiving party will use the same standard of care to protect the disclosing party’s Confidential Information as it uses to protect its own similar confidential and proprietary information, but no less than reasonable care. Each party agrees that damages will not be adequate to protect the other party in the event of an actual or threatened breach of the confidentiality and nondisclosure obligations of this Agreement and that either party may take equitable action, including seeking injunctive relief, to enforce such obligations. 

(d)  Legal Disclosure. If it becomes necessary for the receiving party to disclose any Confidential Information to enforce these Terms or comply with a judicial or administrative proceeding (or equivalent process), the receiving party will, to the extent legally permitted, provide the disclosing party with prompt written notice so the disclosing party may, at the disclosing party’s expense, seek a protective order or other appropriate remedy to protect such information. If such protective order or other remedy is not obtained, the receiving party will not be in breach of these Terms by furnishing such Confidential Information as required.  

11. Intellectual Property.  CARET and its Affiliates, as applicable, retain all right, title and interest, including, but not limited to, all existing or future copyrights, trademarks, service marks, trade secrets, patents, patent applications, know how, moral rights, contract rights, and proprietary rights, and all registrations, applications, renewals, extensions and combinations of the foregoing, in and to CARET Software, services, documentation, Knowledge Base, and any other information or materials related to the foregoing, including, without limitation, any derivative works thereof.  Any rights not expressly granted to Client hereunder are reserved by CARET, including its Affiliates, licensors and service providers, as applicable. To the extent Client acquires any of the foregoing rights by operation of law despite these Terms, Client hereby assigns such rights to CARET and agrees to take such further actions as necessary to give effect to this paragraph. Client grants to CARET and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, make and incorporate into CARET Software or services any suggestion, enhancement request, recommendation, correction or other feedback relating to the operation of CARET Software or services, provided by Client or Users.  Client retains all right, title and interest in and to Client Data.   

12. Term. Unless otherwise set forth in an Order, the Term of Client’s CARET Legal Subscription commences on the date of Client executes such Order. “Initial Term” means the minimum term set forth in the applicable Order, which is subject to the provisions in the Suspension and Termination Paragraphs set forth herein.  

ABSENT EITHER PARTY PROVIDING THE OTHER WITH WRITTEN NOTIFICATION (AS REQUIRED IN THE NOTICES PARAGRAPH BELOW) AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR ANY SUBSEQUENT RENEWAL TERM, CLIENT’S CARET LEGAL SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR A TWELVE (12) MONTH PERIOD (“RENEWAL TERM”), WHICH MAY BE SUBJECT TO A PRICE INCREASE IN CARET’S SOLE DISCRETION.  

WHERE MONTH-TO-MONTH TERMS ARE SPECIFIED IN A CURRENT ORDER, CLIENT’S CARET LEGAL SUBSCRIPTION WILL RENEW ON A MONTHLY BASIS.  CARET, WITH THIRTY (30) DAYS NOTICE, MAY INCREASE PRICING ON MONTH-TO-MONTH ORDERS. CLIENT MUST PROVIDE THIRTY (30) DAYS NOTICE TO CANCEL WITHOUT PAYING THE EARLY TERMINATION FEE, AS DEFINED IN PARAGRAPH 16 BELOW.   

13. Users.  Each User must have a right to access CARET Software. Concurrent use of a User right to access, including, but not limited to, login credentials, by more than one individual is expressly prohibited. A User’s right to access CARET Software may only be reassigned to another individual in the event that the original User has ceased working for Client or within Client’s organization. If an Order specifies Client’s ability to purchase “Flex User” licenses or right to access, Client may cancel a Flex User’s license or right to access with thirty (30) days’ notice without the applicable Early Termination Fee.  

14. Non-Solicitation.  During the Term, and for 12 months thereafter, Client agrees that it will not directly or indirectly recruit, solicit, or otherwise induce or attempt to induce any employee of CARET or its Affiliates that had direct contact with Client while that employee was acting in the course and scope of the employee’s duties with CARET to terminate his or her employment with CARET. Client acknowledges that if it breached this paragraph and the relevant employee left his or her employment with CARET, it would be difficult to determine actual damages. Based on what the parties presently know, they agree that an amount equal to 100% of the relevant employee’s CARET annual salary is a reasonable estimate of the damages that would accrue if a breach of this provision occurred in the future and the relevant employee terminated his or her employment with CARET as a result. Client agrees that the amount of liquidated damages is fair and reasonable and would not act as a penalty in such an instance.   

15. Suspension.  CARET may, at its sole discretion, suspend Client’s CARET Legal Subscription if Client’s account is 15 days past due. During any suspension, Client’s access to the applicable CARET Software will be prohibited or otherwise rendered inoperable, and Client will not have the ability to import or manipulate data within the CARET Software. If Client wishes to reinstate its CARET Legal Subscription, Client must make its account current and pay a re-activation fee of $250.  

16. Termination by Client.   Client may not terminate Client’s CARET Legal Subscription for any reason other than a material breach of these Terms that remains uncured for sixty (60) days from CARET’s receipt of Notice of the alleged breach (the “Cure Period”). In order for a notice of material breach to be deemed sufficient, Client must identify the specific contractual obligation that was breached by CARET, provide particular facts to support the allegation of breach and must cooperate with and provide access to CARET in order for CARET to observe, replicate and troubleshoot the reported issue throughout the Cure Period. If after giving the requisite notice of an alleged material breach, Client refuses to allow CARET to evaluate the nature of the alleged breach or otherwise fails to cooperate with CARET’s efforts to cure the alleged breach, CARET shall be relieved of any obligation to cure the alleged breach and Client’s ability to terminate Client’s CARET Legal Subscription for cause (with respect to that alleged breach) will be forfeit. For termination of Client’s CARET Legal Subscription (or any part thereof, including downgrading an account) for any reason other than for cause, Client shall pay the Early Termination Fee, which shall be equal to any remaining unpaid portion of the Payment.  

17. Termination by CARET.   CARET may terminate Client’s CARET Legal Subscription for any reason by providing thirty (30) days’ notice. In the event of termination by CARET under this section, CARET shall refund any unused portion of fees pre-paid by Client for Client’s CARET Legal Subscription. 

18. Acceptable & Fair Use Policy. Client represents, warrants and covenants that Client shall not: (a) use CARET Software for any illegal purpose; (b) use CARET Software in a manner that infringes on the intellectual property rights of a third party; (c) assign multiple individual named humans to a single license (licenses are sold on a “per seat” basis); (d) use any API, integration, third party software or otherwise use CARET Software in a way that circumvents the requirement for each unique individual to have right to access CARET Software, and CARET reserves the right to rate limit use of APIs should usage of such APIs is measured to be disproportionate to the number of Users associated with Client’s CARET Legal Subscription; (e) use any API, integration, third–party software or otherwise use CARET Software in a way to extract data from any CARET Software for commercial purposes, including, but not limited to, “screen scraping” or other modes of extractions (unless expressly permitted by CARET in a written license agreement with such third party; (f) license, sublicense, sell, resell, use as a service bureau, transfer, assign, distribute or otherwise use or commercially exploit CARET Software for a third party’s benefit unless specifically authorized by CARET pursuant to a mutually executed written agreement; (g) as it relates to HotDocs Advance, use Cloud APIs for batch processing either simultaneously or in rapid succession; (h) as it relates to HotDocs Advance, use the “Client Interviews” feature or “Public Interviews” feature for Client’s employees, agents, affiliates, service providers, collaborators or an individual or entity who repeatedly accesses HotDocs interviews unless such individual is a licensed User, as such, use of these interviews in collaboration with the same third party for repeated transactions is strictly prohibited (absent a publisher license); (i) disassemble, decompile, reverse engineer, copy, reproduce, modify or create any derivative work of any CARET Software or services; (j) allow for individuals outside of Client’s organization to use CARET Software or services without a publisher license (this prohibition does not include to the use of public interviews); or (k) use CARET Software or services in any fraudulent manner. Client shall use CARET Software in compliance with all applicable laws and shall promptly provide notice to CARET of any violation of this Acceptable & Fair Use Policy or any other violation by Client of these Terms. Client represents and warrants that it is not an employee, associate, contractor, agent or other related party of a competitor of CARET.  

19. Service Level Agreement (SLA).  CARET will use commercially reasonable efforts to make CARET Legal available to Client 99.9% of the time (calculated monthly) outside of scheduled maintenance, emergency maintenance, connectivity issues caused by User Error or the suspension of Client’s CARET Legal Subscription. In this context, “available” shall mean that CARET Legal is accessible from at least one User’s Compatible Device (as defined in the Knowledge Base).

In the event that Client believes that CARET has failed to meet the Service Commitment in a particular month, Client will be eligible to receive a service credit (“Service Credit”) only if Client (a) is not past due on payment of any Fees owed to CARET, (b) requests a Service Credit via email to [email protected] within 7 days of the end of such month and (c) CARET determines that it failed to meet the Service Commitment for that month. Failure to meet the requirements above will forfeit Client’s right to receive a Service Credit.   

Where Client is eligible for a Service Credit, Client will be credited an amount equal to the credit percentage identified in the table below multiplied by Client’s Fees paid to CARET for CARET Legal that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance): 

Any Service Credit will be applied to any invoice of Client within two billing cycles after CARET’s receipt of the applicable request for Service Credit. Service Credits are exclusive of any applicable taxes charged to Client or collected by CARET. A SERVICE CREDIT IS CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE SERVICE COMMITMENT.  

Client acknowledges that it shall not receive any Service Credit under this section (a) for Client’s inability to access third-party software or applications integrated with CARET Legal, (b) for latency or slowness in CARET Legal or third-party software or applications integrated into CARET Legal or (c) if failure or deficiency is caused by (i) a suspension or termination of Client’s CARET Legal Subscription pursuant to the Suspension and Termination paragraphs set forth below, (ii) Client’s equipment, software or other technology, (iii) factors outside of CARET’s reasonable control, including, but not limited to, any force majeure event, or (iv) internet access or related problems beyond the demarcation point of CARET’s internet protocol routing infrastructure.  

20. Scheduled Maintenance.  Every Friday between 12:00 AM and 4:00 AM Eastern Time, CARET may, but is not required to, engage in routine and ongoing maintenance, which may include: improvements, changes, modifications, maintenance or upgrades to CARET Legal or related infrastructure or systems. For all other scheduled maintenance, CARET will use commercially reasonable efforts to inform Client of the timing of such scheduled maintenance. 

21. Publicity.  Notwithstanding anything to the contrary in these Terms, CARET may disclose Client as a customer of CARET and may use Client’s company’s name and logo on CARET’s websites and in CARET’s promotional content in accordance with Client’s brand guidelines or related documentation if provided by Client.  CARET will be granted a revocable, non-exclusive, non-sub-licensable, non-transferable, royalty-free right and license to use, display and reproduce such party’s name, logo, trademarks and service marks (the “Trademarks”). CARET acknowledges that Client’s Trademark is and will remain the exclusive property of Client. Client may opt out of this provision by emailing [email protected] and [email protected]. 

22. Disclaimer of Warranty.  Subject to these Terms, CARET warrants that during the Term, CARET Software will materially operate in accordance with applicable documentation set forth in the Knowledge Base. Client must provide written notice to CARET within thirty (30) days of the alleged inconsistency with this warranty, otherwise this warranty will be void. Client’s sole remedy and CARET’s sole obligation in the event of a breach of this warranty is for CARET to, at CARET’s option, correct the material nonconformity or terminate the applicable Order.

NOTWITHSTANDING THE FOREGOING, CLIENT ACKNOWLEDGES THAT ITS USE OF CARET SOFTWARE OR SERVICES IS AT ITS OWN RISK. CARET IS PROVIDING THE CARET SOFTWARE AND SERVICES TO CLIENT STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW.  CARET DOES NOT REPRESENT OR WARRANT THAT (A) CARET SOFTWARE OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, (B) CLIENT’S USE OF CARET SOFTWARE WILL COMPLY WITH ANY LEGAL REQUIREMENTS IN A PARTICULAR JURISDICTION.  CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE USE OF THE APPLICABLE CARET SOFTWARE IS IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF ANY JURISDICTION TO WHICH CLIENT MAY BE SUBJECT.  

CARET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER IN FACT OR BY OPERATION OF LAW, STATUTE, COMMON LAW, COURSE OF DEALING, TRADE USAGE, OR OTHERWISE. 

CARET FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY THAT CARET SOFTWARE WILL FUNCTION WHEN INTEGRATED OR COMBINED WITH THIRD-PARTY SOFTWARE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, MICROSOFT PRODUCTS.  

23. Limitation of Liability.  WITH THE EXCEPTION OF ANY UNAUTHORIZED COPYING OR DISTRIBUTION OF ANY OF THE PRODUCTS OR SERVICES THAT COMPRISE CLIENT’S CARET LEGAL SUBSCRIPTION BY CLIENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOOD WILL, DAMAGE TO BUSINESS REPUTATION, LOSS OF BUSINESS INFORMATION, WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR OTHER SUCH PECUNIARY LOSS), WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CARET’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO CLIENT’S CARET LEGAL SUBSCRIPTION, THESE TERMS, OR TO ANY ACT OR OMISSION OF CARET, EXCEED AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID (IF ANY) BY CLIENT FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE SIX MONTHS PRECEDING THE CLAIM.  THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS PARAGRAPH ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH MAKING CLIENT’S CARET LEGAL SUBSCRIPTION AVAILABLE TO CLIENT AND THAT, WERE CARET TO ASSUME ANY FURTHER LIABILITY OTHER THAN SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. THIS LIMITATION OF LIABILITY APPLIES EQUALLY TO CLAIMS RELATED TO THIRD–PARTY SOFTWARE AND ITS OWNERS AND PROVIDERS.  

24. Indemnification. Client shall fully indemnify, hold harmless and defend CARET and its directors, officers, employees, agents, stock holders, subsidiaries, and Affiliates  from and against all claims demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third-party claim, which arises out of or relate to (a) any breach of any representation or warranty of Client contained in these Terms, (b) any breach or violation of any covenant or other obligation or duty of Client under these Terms or under applicable law or (c) any violations of any applicable privacy laws caused by errors or omissions of Client. CARET shall fully indemnify, hold harmless and defend Client and its directors, officers, employees, agents, stock holders, subsidiaries, and Affiliates from and against all claims demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), involving a third-party claim that CARET Software infringes on the intellectual property rights of a third party. The indemnified party will: (i) promptly notify the indemnifying party in writing of such claim or action; (ii) give the indemnifying party sole control of the defense thereof and any related settlement negotiations; and (iii) cooperate with the indemnifying party and, at the indemnifying party’s request and expense, assisting in such defense. The indemnifying party will not enter into any settlement that imposes any legal liability or financial obligation on the indemnified party without the indemnified party’s prior written consent. The indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense. 

If any CARET Software becomes, or in CARET’s opinion is likely to become, the subject of an infringement claim, CARET may, at its sole option and expense: (a) procure for Client the right to continue using it; (b) modify it, or replace it with a substantially similar software or service, so that it becomes non-infringing; or (c) terminate the applicable Order, in whole or in part. Notwithstanding the foregoing, CARET will have no indemnification or other obligation hereunder with respect to any infringement claim to the extent based upon: (i) use of CARET Software or services not in accordance with these Terms or the applicable Order; (ii) use of CARET Software or services in combination with products, equipment, software, services or data not supplied by CARET; (iii) the failure of Client to implement the latest release of, or any replacements, corrections or modifications made available by CARET for, CARET Software or services; (iv) Client Data; or (v) any modification of any of CARET Software or services or use thereof by any person other than Client or its authorized agents or subcontractors. This section states CARET’s entire liability and Client’s exclusive remedy for any claims of infringement. 

25. Assignment.  Client shall not directly or indirectly assign, transfer, convey, pledge, encumber or otherwise dispose of any rights or obligations under these Terms without the prior written consent of CARET, which consent will not be unreasonably withheld. Any assignment made without CARET’s consent is void and ineffective. CARET can assign or transfer any rights or obligations under these Terms without the prior written consent of Client. In the instance that such assignment occurs, CARET will make reasonable efforts to give notice to Client of such transaction.  

26.  Transfer of Assets or Business.  In the event that CARET is involved in a bankruptcy, merger, acquisition, reorganization, dissolution or sale of assets, Client Data may be disclosed or transferred as part of that transaction.  

27. Severability.  If any provision of these Terms or corresponding Order is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, remaining provisions of these Terms or corresponding Order will continue to be valid and enforceable.  

28. Integration.  These Terms and the corresponding Order for CARET Software (which are incorporated by reference) set forth the entire agreement relating to the subject matter hereof and supersede all prior agreements, discussions and understandings between them, whether oral or written, relating to the subject matter hereof. These Terms supersede any prior edition of terms and conditions or End User License Agreements with respect to CARET Software.  

29. Governing Law. WHERE PERMITTED UNDER THE APPLICABLE LAW, CLIENT AND CARET AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. NO ARBITER OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS UNDER THESE TERMS AGAINST EITHER PARTY TO THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF BOTH PARTIES. 

These Terms, any corresponding Order executed by Client and any claim arising out of or in connection thereto (including any non-contractual disputes, acts or omissions, or claims in contract, tort, or otherwise) shall be construed under the laws of the State of California regardless of conflict of law provisions. Client and CARET irrevocably consent to the exclusive venue of the state or federal courts in San Diego County, California. Neither party will bring any legal action more than two years after the cause of action arose. Client and CARET further agree that as a condition precedent to instituting any legal action, the parties must participate in a non-binding mediation in San Diego, California before a neutral from JAMS, with the parties equally splitting the costs of that mediation. If the parties cannot agree on a JAMS neutral, the neutral shall be selected by JAMS at its sole discretion. The mediation process shall be initiated by the aggrieved party submitting the case for mediation to JAMS directly, after providing the other party with notice of its intent to institute mediation.  

30. Prevailing Party.  In the event of any litigation arising out of or related to Client’s CARET Legal Subscription, these Terms or any corresponding Order, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses associated with such proceedings, including reasonable attorney’s fees. For purposes of this provision, if a matter is filed in any venue other than the venue specified the Governing Law section, and the matter is dismissed for improper venue, the party that did not file the action shall be deemed the prevailing party in that action.  

31. Updates to Terms.  CARET reserves the right to routinely update, amend or change these Terms. At least 30 days prior to the effective date, CARET will notify client by email of such changes, and a new Terms document will be posted at https://caretlegal.com/terms-of-service/. Client’s continued use of CARET Software after the 30 days will serve as consent to the changed terms.  

32. Notices.  All notices to Client under these Terms will be deemed given when delivered via e-mail to the address set forth in the applicable Order. All notices to CARET under these Terms will be deemed given when delivered via e-mail to [email protected].  

33. Data Processing Addendum; Privacy Policy.   The Data Processing Addendum set forth at getcaret.com/data-processing-addendum and the Privacy Policy set forth at https://www.getcaret.com/privacy-policy are expressly incorporated into these Terms by reference.  

34. Maintenance of Records; Audit Right.  During the Term of Client’s CARET Legal Subscription (and for one year after the expiration of the Term), Client shall maintain complete, accurate and detailed records regarding the number, location and identity of all users, servers and installations of CARET Software. Upon prior written notice, CARET or its authorized representative may conduct an audit of Client’s users, and installations of CARET Software. At CARET’s election, such audit may be conducted on Client’s premises or remotely. Upon completion of the audit, where CARET determines that Client is using or has used its software in an unauthorized fashion (e.g. exceeding the allotted number of Users), then Client acknowledges and agrees that a fee increase will apply at then-current list prices on Client’s CARET Legal Subscription, effectively immediately, backdated to the commencement of the Term of Client’s CARET Legal Subscription, and the total amount owed will be amortized over the remainder of the Term of Client’s CARET Legal Subscription.  

35. Export Control.  CARET Software products are subject to U.S. and foreign export control laws. Client shall not ship, transfer, export or re-export CARET Software Products into any country, or use them in any fashion prohibited by the United States Export Administrations Act or Regulations or any other applicable laws, restrictions, or regulations.  

36. Subcontracting.  CARET may subcontract any work under these Terms to any third party or Affiliate without Client’s prior written consent. Subject to the limitation of liability provision above, CARET shall remain responsible for the performance acts and omissions of any subcontractor or Affiliate.