TERMS OF SERVICE TABLE OF CONTENTS Thanks for using iManage Your Data & Your Permissions Your Responsibilities Acceptable Use Software Beta Services Our Stuff Copyright Communications Termination Discontinuation of Services Services "AS IS" Limitation of Liability Resolving Disputes Controlling Law Entire Agreement Waiver, Severability & Assignment Modifications Thanks for using iManage These terms of service (“Terms”) cover your use and access to our services, client software and websites (“Services”). If you reside in Europe, the Middle East or Africa, your agreement is with iManage EMEA Limited, a private limited company registered in England and Wales. If you are located in any other region, your agreement is with iManage LLC, a Delaware limited liability company. Our Privacy Policy explains how we collect and use your information while these Terms outline your responsibilities when using our Services. By using our Services, you are agreeing to be bound by these Terms and our Privacy Policy. Your Data & Your Permissions When you use our Services, you provide us with things like your files, content, messages, contacts, and so on (“Your Data”). Your Data is yours. These Terms do not give us any rights to Your Data except for the limited rights that enable us to offer the Services. We need your permission to do things like storing Your Data, backing it up, and sharing it when you ask us to. Our Services also provide you with features like sharing, searching, document previews, optical character recognition (OCR), easy sorting and organization, and personalization to help reduce busywork. To provide these and other features, the Services may store and scan Your Data. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with. [Back to the top] Your Responsibilities Content in the Services may be protected by others’ intellectual property rights. Please do not copy, upload, download, or share content unless you have the right to do so. iManage may review your conduct and content for compliance with these Terms. We are not responsible for the content people upload, download, post or share via the Services. Safeguard your password to the Services, and keep your account information current. Do not share your account credentials or give others access to your account. You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 18. [Back to the top] Acceptable Use You agree not to misuse the Services or help anyone else to do so. For example, you must not do any of the following in connection with the Services: probe, scan, or test the vulnerability of any system or network, unless done with our consent; breach or otherwise circumvent any security or authentication measures; access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to; interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services; access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk); send unsolicited communications, promotions or advertisements, or spam; send altered, deceptive or false source-identifying information, including “spoofing” or “phishing;” sell the Services unless specifically authorized to do so; publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terror propaganda; advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment; harass or abuse iManage personnel or representatives or agents performing services on behalf of iManage; violate the law in any way, including storing, publishing or sharing material that is fraudulent, defamatory, or misleading; violate the privacy or infringe the rights of others; or copy, upload, download, access or share content to which you do not have the appropriate rights. [Back to the top] Software Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so. Beta Services We do not rent or sell your personal information. We may share and disclose information, including personal information in limited circumstances as described below. We sometimes release products and features that we are still testing and evaluating (“Beta Services”). Beta Services are labeled “alpha,” “beta,” “preview,” “early access,” or “evaluation” (or with words or phrases with similar meanings) and may not be as reliable as our other services. Beta Services are made available so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback. Beta Services are confidential until official launch. If you use any Beta Services, you agree not to disclose any information about those Services to anyone else without our permission. [Back to the top] Our Stuff The Services are protected by copyright, trademark, and other US and foreign laws. These Terms do not grant you any right, title, or interest in the Services, others’ content in the Services, iManage trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you. [Back to the top] Copyright We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Please send such notices to legal@imanage.com. The notification should meet the following requirements and include the following information: have an electronic or physical signature of the copyrighted work owner (or authorized person); include a description of the copyrighted work, including the URL where this infringing content is available or a copy of it; include the contact details of the person submitting the notice: an email address, telephone and address; a statement in “good faith belief” that the work is not authorized by the copyright owner; and a statement by the person who sends the takedown notice that the information included in the notice (all the above information) is accurate and that the person sending the notice is either the copyright owner or authorized to act on the copyright owner’s behalf [Back to the top] Communications By using the Services, you understand that we may send you communications regarding the Services. We give you the opportunity to opt-out of receiving promotional communications by following the opt-out instructions provided in the communication. [Back to the top] Termination You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if: you are in breach of these Terms, or your use of the Services would cause a real risk of harm or loss to us or other users. We will provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Data from our Services. If after such notice you fail to take the steps we ask of you, we will terminate or suspend your access to the Services. We will not provide notice before termination where: you are in material breach of these Terms, doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or we are prohibited from doing so by law. [Back to the top] Discontinuation of Services We may decide to discontinue the Services in response to unforeseen circumstances beyond iManage’s control or to comply with a legal requirement. If we do so, we will give you reasonable prior notice so that you can export Your Data from our systems. [Back to the top] Services “AS IS” We strive to provide great Services, but there are certain things that we cannot guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, IMANAGE AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some places do not allow the disclaimers in this paragraph, so they may not apply to you. [Back to the top] Limitation of Liability We do not exclude or limit our liability to you where it would be illegal to do so – this includes any liability for imanage’s or its affiliates’ fraud or fraudulent misrepresentation in providing the services. In countries where the following types of exclusions are not allowed, we are responsible to you only for losses and damages that are a reasonably foreseeable result of our failure to use reasonable care and skill or our breach of our contract with you. This paragraph does not affect consumer rights that cannot be waived or limited by any contract or agreement. In countries where exclusions or limitations of liability are allowed, iManage, its affiliates, suppliers, or distributors will not be liable for: Any indirect, special, incidental, punitive, exemplary, or consequential damages, or Any loss of use, data, business, or profits, regardless of legal theory. These exclusions or limitations will apply regardless of whether or not iManage or any of its affiliates has been warned of the possibility of such damages. If you use the services for any commercial, business, or re-sale purpose, iManage, its affiliates, suppliers or distributors will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. iManage and its affiliates are not responsible for the conduct, whether online or offline, of any user of the services. Other than for the types of liability we cannot limit by law (as described in this section), we limit our liability to you to the greater of $1,000 usd or 100% of any amount you have paid to iManage during the 12 months preceding the act or omission alleged to give rise to such liability. [Back to the top] Resolving Disputes We want to address your concerns without needing a formal legal case. Before filing a claim against iManage, you agree to try to resolve the dispute informally by contacting legal@imanage.com. We will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or iManage may bring a formal proceeding. Judicial Forum for Disputes. You and iManage agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Cook County, Illinois, subject to the mandatory arbitration provisions below. Both you and iManage consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph does not affect those requirements. IF YOU ARE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS: We Both Agree to Arbitrate. You and iManage agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity. Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by providing notice to legal@imanage.com within 30 days of first using the Services. Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Chicago, IL, or any other location we agree to. Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. iManage will pay all arbitration fees for individual arbitration for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 USD in addition to the award. iManage will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. Exceptions to Agreement to Arbitrate. Either you or iManage may assert claims, if they qualify, in small claims court in Chicago, IL or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Cook County, Illinois to resolve your claim. NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void. [Back to the top] Controlling Law These Terms will be governed by Illinois law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph does not override those laws. [Back to the top] Entire Agreement These Terms constitute the entire agreement between you and iManage with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights. If you are accessing the Services as part of an organization that has an agreement with iManage (“Customer Agreement”), you are still required to accept these Terms in order to use the Services, however, these Terms are subordinate to the Customer Agreement and the Customer Agreement will control if there is a conflict. [Back to the top] Waiver, Severability & Assignment iManage’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. iManage may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. [Back to the top] Modifications We may revise these Terms from time to time to better reflect: changes to the law, new regulatory requirements, or improvements or enhancements made to our Services. If an update affects your use of the Services or your legal rights as a user of our Services, we will notify you prior to the update’s effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective as of the date set forth in the notice. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms. These Terms were last updated on 12 November 2020. [Back to the top] Keep in touch Sign up for news and events * The information you provide will be used in accordance with the terms of our privacy notice. 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