Terms of Use

Last revised: October 8, 2020

In addition to these terms, please also review our Privacy Policy.

1. Introduction

These Terms and Conditions of Use (“Terms”) constitute an agreement between you and iMAJine Legal Solutions, LLC (“iMAJine,” “we,” “us,” “our”). iMAJine created “Clientwise,” an automated case data management system that keeps lawyers and paralegals updated and organized from start to finish. By signing up or otherwise using any Clientwise services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the “Clientwise Service” or “Service”), or accessing our content or material that is made available through the Service (the “Content”) you are entering into a binding contract with iMAJine. These Terms will be applicable to your clients as well, as indicated below.

Your agreement with us includes these Terms and any additional terms that you agree to, as discussed in the Entire Agreement section below, other than terms between you and any third parties (collectively, the “Agreements”). The Agreements include terms regarding future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy, waiver of class actions, and resolution of disputes by arbitration instead of in court. If you wish to review the terms of the Agreements, the current effective version of the Agreements can be found on iMAJine’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Clientwise Service or access any Content.

If you are an attorney, law firm, or attorney’s representative (e.g., a paralegal, an administrative assistant) using the Clientwise Service as part of representing your client, you agree to provide these Terms to your client and obtain your client’s consent to be bound by these Terms prior to using the Clientwise Service with your client. Your client may accept these Terms by (a) signing a printed copy, (b) electronically signing a copy through an “I Agree” button on a popup window displaying or referencing these Terms, or (c) using the Clientwise Service.

In order to use the Clientwise Service and access any Content, you need to (1) be 18 years or older, (2) have the power to enter a binding contract and not be barred from doing so under any applicable laws, and (3) reside in the United States.

The Clientwise Service and Content is only intended for customers who live in the United States. No Service or Content is provided outside the United States.

You agree that any information and documentation that you and/or your clients submit to iMAJine for use in connection with the Service, including but not limited to registration information, intake documents, property lists, appraisals, timelines, etc., are and shall be, true, accurate, and complete.

2. Changes to the Agreements

Occasionally we may make changes to the Agreements. When we make material changes to the Agreements, we will provide notice as appropriate under the circumstances (e.g., by displaying a prominent notice within the Service, on our website, or by sending an email notification). Your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate your account by contacting us in writing.

3. Using Clientwise

3.1 Service Options

You can find a description of our Service options on our website, and we will explain which Service options are available to you when you create a Clientwise account. Different Clientwise Services may be used by attorneys and their clients to facilitate an attorney’s representation of a client. By using the Clientwise Services, however, no attorney-client relationship is established between you and iMAJine, or between your clients and iMAJine.

3.2 Trials

We may offer trials of Clientwise Services for a specified period without payment or at a reduced rate (a “Trial”). iMAJine may determine your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law. Upon completion of the Trial, you will have the option to provide payment information if you wish to obtain a license for the Clientwise Services. If you do not provide such payment information, the Trial will end, and you may not further use the Clientwise Services.

4. Payments and Cancellations

4.1 Billing

You may purchase a subscription to Clientwise Services directly from iMAJine, based on the number of users, by (1) paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase; or (2) pre-payment giving you access to the Clientwise Service for a specific time period (“Pre-Paid Period“). You may also have the option of purchasing “onboard” services, by which iMAJine incorporates your relevant case documents for your access through the Service (e.g., intake documents, property lists, appraisals, timelines, etc.).

iMAJine may from time-to-time change the price for a subscription to Clientwise Services, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or the onboarding services, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change or with respect to each new case uploaded with respect to any onboarding service. Subject to applicable law, you accept the new price by continuing to use the Clientwise Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.

4.2 Renewal; Cancellation

Unless your subscription to Clientwise Services has been purchased for a Pre-Paid Period, your payment to iMAJine will automatically renew at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period by contacting us in writing. The cancellation will take effect the day after the last day of the current subscription period. We do not provide refunds or credits for any partial subscription periods.

5. Using our service

The Clientwise Service and the Content are the property of iMAJine or iMAJine’s licensors. We grant you limited, non-exclusive, revocable permission to make use of the Clientwise Service (“Access”). This Access shall remain in effect until and unless terminated by you or iMAJine.

Clientwise Service, software applications, and Content are licensed, not sold to you. iMAJine and its licensors retain exclusive ownership of the Clientwise Service, software applications, and Content, and all worldwide intellectual property rights therein, even after installation on your computers, tablets, and/or other devices (“Devices”). Although the Clientwise Service, Content, and software applications provided by iMAJine are the sole and exclusive property of iMAJine, content and materials provided by you or your clients (e.g., the intake information and “User Content” defined below) are not the property of iMAJine and the distribution of such content or materials through the Clientwise Services do not affect your ownership of your content or materials unless otherwise agreed in writing.

All iMAJine trademarks, service marks, trade names, logos, domain names, and any other features of the Clientwise brand (“Clientwise Brand Features”) are the sole and exclusive property of iMAJine or its licensors. The Agreements do not grant you any rights to use any Clientwise Brand Features whether for commercial or non-commercial use.

You agree to abide by our user guidelines outlined below, and not to use the Clientwise Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, iMAJine grants no right, title, or interest to you in the Clientwise Service, Content, or software applications.

Third-party software (for example, open source software libraries) included in the Clientwise Service is made available to you under the relevant third-party software library’s license terms as published in the help or settings section of our website.

6. Third Party Applications and Devices

The Clientwise Service is integrated with or may otherwise interact with third party applications, websites, and services (“Third Party Applications”) and third-party Devices to make the Clientwise Service available to you. These Third-Party Applications and Devices may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that iMAJine does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or Devices or for any transaction you may enter into with the provider of any such Third Party Applications and Devices, nor does iMAJine warrant the compatibility or continuing compatibility of the Third Party Applications and Devices with the Service.

7. User-Generated Content

Clientwise users may upload or otherwise contribute content to the Service (which may include, for example, pictures, text, messages, information, spreadsheets, documents, and/or other types of content to inform the user’s attorney about a case file) (“User Content”).

You agree that, with respect to any User Content you upload on Clientwise, (1) you own or have the right to post such User Content, and (2) such User Content, or its use as contemplated by the Agreements, does not violate the Agreements or any other rights set forth within the user guidelines, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by iMAJine. Uploading User Content to facilitate an attorney’s representation of a client may constitute “fair use” under applicable law, but you should check with an intellectual property attorney if you have any questions about this issue.

iMAJine does not monitor, review, or edit User Content. Nonetheless, iMAJine reserves the right, in its sole discretion, to remove or disable access to any User Content for any or no reason, including for termination of the Clientwise Service, non-payment, or User Content that violates the Agreements. iMAJine may take these actions without prior notification to you or any third party.

You are solely responsible for all User Content that you post. iMAJine is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST IMAJINE RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY, DEFEND, AND HOLD IMAJINE HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.

8. Rights you grant us

In consideration for the rights granted to you under the Agreements, you grant us the right to allow the Clientwise Service to use the processor, bandwidth, and storage hardware on your Devices in order to facilitate the operation of the Service.

If you provide feedback, ideas or suggestions to iMAJine in connection with the Clientwise Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you grant a perpetual license to iMAJine to use, reproduce, distribute, publicly perform, and publicly display that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.

You grant iMAJine a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, display, and distribute User Content in connection with the Service, in order to provide the Service or Content to you. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in your User Content. You also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback.

9. User guidelines

You agree to the following guidelines, which list behavior that is not permitted at any time, for any reason:

using the Clientwise Service to import or copy any local files that you do not have the legal right to import or copy in this way;
reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of the Clientwise Service, Content, software applications, or any part thereof except to the extent permitted by applicable law;
circumventing any technology used by iMAJine, its licensors, or any third party to protect the Content or the Service;
selling, renting, sublicensing or leasing of any part of the Clientwise Service or the Content;
circumventing any territorial restrictions applied by iMAJine or its licensors;
removing or altering any copyright, trademark, or other intellectual property notices contained on the Content or the Service or provided through the Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
circumventing or blocking advertisements in the Clientwise Service, or creating or distributing tools designed to block advertisements in the Clientwise Service; or
providing your password to any other person or using any other person’s username and password.

In addition, you may not engage in any activity, post any User Content, or register and/or use a username, which is or includes material that:

is offensive, abusive, defamatory, pornographic, threatening, or obscene;
is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of iMAJine or a third party;
includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
is intended to or does harass or bully other users;
impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
involves the transmission of unsolicited mass mailings or other forms of spam, junk mail, chain letters, or similar;
involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by iMAJine;
links to, references, or otherwise promotes commercial products or services, except as expressly authorized by iMAJine;
interferes with or in any way disrupts the Clientwise Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or iMAJine’s computer systems, network, usage rules, or any of iMAJine’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
conflicts with the Agreements, as determined by iMAJine.

You acknowledge and agree that posting any User Content that violates these User guidelines (or that iMAJine reasonably believes violates these User guidelines) may result in immediate termination or suspension of your Clientwise account. You also agree that iMAJine may reclaim your username for any reason.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.

10. Infringement and reporting User Content

iMAJine respects the rights of intellectual property owners. If you believe that any Content infringes your intellectual property rights or other rights, see the provisions regarding copyright below:

Digital Millennium Copyright Act. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material any Content infringes your copyright, please send (or have your agent send) to iMAJine’s copyright agent, by e-mail, fax or regular mail, a written notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an e-mail address; (d) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, the copyright owner’s agent or the law; (e) a statement by you that the above information in your notification is accurate, and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed, or that you are authorized to act on such owner’s behalf; and (f) your physical or electronic signature. iMAJine’s copyright agent for notification of claimed infringement can be reached as follows:

iIMAJine Legal Solutions LLC

J. Scott Milner

10502 Lockerbie Drive

Austin, Texas 78750

iMAJine’s Copyright Agent for notification of claimed infringement can also be reached electronically at support@clientwiseportal.com.

If iMAJine is notified by a copyright holder, using the forms provided by iMAJine, that any Content infringes a copyright, iMAJine may in its sole discretion remove such Content from the Service, or take other steps that iMAJine deems appropriate, without prior notification to the user or other party who supplied or posted that Content. If such user or other party believes that the Content is not infringing, he or she may in certain circumstances submit a counter-notification to iMAJine with a request to restore the removed content, which iMAJine may or may not honor, in iMAJine’s sole discretion.

If you believe that any Content does not comply with the User guidelines, please fill out our notice form.

11. Service limitations and modifications

iMAJine will make reasonable efforts to keep the Clientwise Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. iMAJine reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Clientwise Service, with advance notice where possible, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Clientwise Service or any function or feature thereof. Notwithstanding the foregoing, if you have prepaid fees to iMAJine for subscriptions that iMAJine permanently discontinues prior to the end of the Pre-Paid Period (defined in the Payments and cancellations section), iMAJine will refund you the pro-rata amount of such prepaid fees for the Pre-Paid Period, based on the remaining time in such Pre-Paid Period, after such discontinuation. Any fees paid for the “onboarding” of User Content (e.g., intake files) shall not be refunded. You understand, agree, and accept that iMAJine will make reasonable efforts, although it has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. iMAJine and/or the owners of any Content may, from time to time, remove any such Content without notice. This section will be enforced to the extent permissible by applicable law.

12. Customer support

For customer support with account-related and payment-related questions (“Customer Support Queries”), please contact us at the address shown in our website. We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.

13. Export control

The Clientwise Service is provided in the United States, and is intended only for customers residing in the United States. The Clientwise Service and Content is stored on servers located in the United States.

To the extent that Clientwise Service and Content may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State, you warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions.

You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from iMAJine under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

14. Term and termination

The Agreements will continue to apply to you until terminated by either you or iMAJine. Nonetheless, you agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. iMAJine may terminate the Agreements or suspend your access to the Clientwise Service at any time, including in the event of your actual or suspected unauthorized use of the Clientwise Service and/or Content, or non-compliance with the Agreements, or if we withdraw Services and/or Content (in which case we shall provide you with reasonable notice in advance of doing so).

You may terminate the Agreements at any time. To learn how to terminate your Clientwise account, please contact us through the Customer Service contact form which is available on our About Us page.

If you or iMAJine terminate the Agreements, or if iMAJine suspends your access to the Clientwise Service, you agree that iMAJine shall have no liability or responsibility to you, and iMAJine will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. This section will be enforced to the extent permissible by applicable law.

Sections 7-9, 11, and 13-22 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

15. Warranty Disclaimer

YOU UNDERSTAND AND AGREE THAT THE CLIENTWISE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. IMAJINE AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER IMAJINE NOR ANY OWNER OF CONTENT WARRANTS THAT THE CLIENTWISE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, IMAJINE MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE CLIENTWISE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND IMAJINE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM IMAJINE SHALL CREATE ANY WARRANTY ON BEHALF OF IMAJINE. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

USING THE CLIENTWISE SERVICES DOES NOT ESTABLISH AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND IMAJINE, OR BETWEEN YOUR CLIENTS AND IMAJINE. UNLESS OTHERWISE AGREED IN WRITING, IMAJINE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS DO NO REPRESENT YOU OR YOUR CLIENTS IN ANY LEGAL MATTERS BEFORE ANY COURT OR ADMINISTRATIVE AGENCY.

16. Limitation and time for filing

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE CLIENTWISE SERVICE IS TO UNINSTALL ANY CLIENTWISE SOFTWARE AND TO STOP USING THE CLIENTWISE SERVICE. YOU AGREE THAT IMAJINE HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE CLIENTWISE SERVICE OR IN CONNECTION WITH YOUR RELATIONSHIP WITH YOUR OWN CLIENTS.

IN NO EVENT WILL IMAJINE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE CLIENTWISE SERVICE, DEVICES, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER IMAJINE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (3) ANY CLAIM FOR LEGAL MALPRACTICE ARISING OUT OF USE OF THE CONTENT OR SERVICE; OR (4) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE CLIENTWISE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT IN EXCESS OF THE AMOUNTS PAID BY YOU TO IMAJINE DURING THE PRIOR THREE MONTHS IN QUESTION.

YOU AGREE THAT ANY CLAIM AGAINST IMAJINE MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION UNDER SECTION (22.2.1) OR FILING AN INDIVIDUAL ACTION UNDER SECTION (22.2.2) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

17. Third party rights

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and iMAJine, and in no event shall the Agreements create any third-party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and iMAJine only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement.

You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

18. Entire Agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and iMAJine, the Agreements constitute all the terms and conditions agreed upon between you and iMAJine and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

19. Severability, waiver and interpretation

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements. The invalid or unenforceable term shall be modified to the extent necessary to comply with the intent of the Agreements, or otherwise enforced to the extent permitted by law.

Any failure by iMAJine or any third-party beneficiary to enforce the Agreements or any provision thereof shall not waive iMAJine’s or the applicable third-party beneficiary’s right to do so.

As used in these Terms, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.

20. Assignment

iMAJine may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and iMAJine may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-license your rights under the Agreements, to any third party.

21. Indemnification

You agree to indemnify, defend, and hold iMAJine harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of the Agreements or any one of them; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Clientwise Service; and (4) your violation of any law or the rights of a third party.

22. Choice of law, mandatory arbitration, and venue

22.1 Governing Law / Jurisdiction

The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of Texas, United States of America, without regard to choice of law or conflicts of law principles. Further, you and iMAJine agree to exclusive jurisdiction and venue in the state or federal courts located in Austin, Texas to resolve any dispute, claim, or controversy arising out of or relating to the Agreements (and any non-contractual disputes/claims arising out of or relating to them) that is not otherwise subject to mandatory arbitration under Section 22.2.1.

22.2 ARBITRATION AGREEMENT

22.2.1 Dispute resolution and arbitration

You and iMAJine agree that any dispute, claim, or controversy between you and iMAJine arising out of or relating to the Agreements or to your relationship with iMAJine as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual (not class) arbitration to occur in Austin, Texas. You and iMAJine further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.

22.2.2 Exceptions

Notwithstanding the clause above (22.2.1), you and iMAJine both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.

22.2.3 No Class or Representative Proceedings: Class Action Waiver

YOU AND IMAJINE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and iMAJine agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

22.2.4 Arbitration rules

Any arbitration between you and iMAJine will take place under the rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Agreement. You and iMAJine agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org.

Any arbitration hearing will take place in Austin, Texas. Each party will pay its own costs and expenses incurred in the filing of the arbitration.

22.2.5 Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or iMAJine may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or iMAJine shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

22.2.6 Enforceability

If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in Section 22.1 shall govern any claim in court arising out of or related to the Agreements.

25. Contact us

If you have any questions concerning the Service or the Agreements, please contact us by visiting the Contact Us section of our website.