Effortless Legal LLC (“Effortless Legal”, “we”, or “us”) provides legal automation and other services (“Services”) for lawyers, law firms, clients of law firms, and related persons and companies (“Subscribers”, or “you”).

This Terms of Service Agreement (“Agreement”) describes the Services we will provide, the cost of those services, and related terms and conditions.

Whenever a Subscriber registers for one or more of our Services, and each time a Subscriber uses any of the Services, and each time a Subscriber pays for any of the Services, the Subscriber agrees and consents to be bound to all of the terms and conditions of this Agreement.

A person, law firm, or company becomes a Subscriber by registering for one or more of our Services.

Please print or download a copy of this Agreement for your records.

Services Available

Effortless Legal provides the following Services:

LEDESAssist:  Automatically applies Uniform Task Based Management System (UTBMS) or Legal Electronic Data Exchange Standard (LEDES) codes to time and expense entries.  For more information, the cost of the LEDESAssist service, and a complete description of the LEDESAssist features, see:  www.LEDESAssist.com.

LEDESAssist for Timeslips: Implements LEDESAssist for the Sage Timeslips™ billing platform.

LEDESAssist for Clio:  Implements LEDESAssist for the Clio™ billing platform.

BillerAssist:  Provides a web-based interface for time entry and editing that indicates whether charges are unreasonable, and provides standardized text descriptions.  For more information, the cost of the BillerAssist service, and a complete description of the BillerAssist features, see:  www.BillerAssist.com.

BillerAssist for TimeSlips:  Implements BillerAssist for the Sage Timeslips™ billing platform.

Biller Assist LEDES Edition:  Combines the features of both LEDESAssist and BillerAssist in one interface.

BillerAssist LEDES Edition for TimeSlips™:  Implements LEDESAssist and BillerAssist for the Sage Timeslips™ billing platform.

BillerAssist LEDES Edition for Clio™:  Implements LEDESAssist and BillerAssist for the Clio™ billing platform.  For more information, the cost of the BillerAssist LEDES Edition service, and a complete description of the BillerAssist LEDES Edition features, see:  https://billerassist-ledes-edition.effortlesslegal.com.

LEDESConvert:  Converts LEDES 1998B formatted invoices to LEDES 2000 and other LEDES formats.  For more information, the cost of the BillerAssist service, and a complete description of the BillerAssist features, see:  www.LEDESConvert.com.

Each of Effortless Legal’s Services is sold separately.  All of Effortless Legal’s Services are provided in accordance with this Agreement.

Limited License

Effortless Legal owns all right, title, and interest in and to the Services. No person or entity is authorized to use any, some portion, or all of the Services, except as provided in this Agreement.

Subject to the terms and conditions of this Agreement, Effortless Legal grants each Subscriber a limited, worldwide, non-exclusive, non-sublicensable, non-transferable, and revocable license to use the Services for which Subscriber registers and pays. No such license is granted to any person (including without limitation any Subscriber) who does not both register for the Services, and pay for the Services.

No person or entity is authorized to copy, resell, re-use, reproduce, modify, reverse engineer, duplicate, or exploit access to any, some portion, or all of the Services without express written permission from an Officer of Effortless Legal. Any actual or attempted copying, resale, re-use, reproduction, modification, reverse engineering, duplication, or access exploitation of or to any, some portion, or all of the Services without express written permission from an Officer of Effortless Legal shall be deemed a breach of this Agreement.

Each Subscriber owns all rights in and to the information and data the Subscriber provides to Effortless Legal. No Subscriber has any right, title, or interest in or to any, some portion, or all of the information and/or data of any other Subscriber.

Subscriber grants Effortless Legal a limited, worldwide, non-exclusive, non-sublicensable, fully paid-up, royalty-free, non-transferable, and revocable license to use the information and data the Subscriber provides to Effortless Legal as necessary to provide the Services to Subscriber.

Use of Metadata

Effortless Legal collects and uses anonymized billing data (“Metadata”) to improve Effortless Legal’s automation applications and services.

Metadata only includes dates and text descriptions of time and expense entries, amounts of time billed for time entries, unit prices charged for expenses, and any UTBMS or LEDES codes associated with time and expense entries.

Metadata does not include any reference or correlation to any particular Subscriber, any particular User, any client or vendor of any Subscriber or User, or any of Subscriber’s or User’s matters.

Metadata does not include any names, addresses or other information regarding any clients or matters, any timekeeper names or information, or any billing rate information.

Subscriber grants Effortless Legal a limited, worldwide, exclusive, sublicensable, fully paid-up, royalty-free, transferable, and revocable license to copy, retain, examine, modify, and otherwise use any and all Metadata that Effortless Legal collects, extracts, obtains, generates, and/or assembles in connection with Subscriber’s use of any of the Services.

Any Subscriber has the option to prohibit Effortless Legal from using the Subscriber’s Metadata for any purpose other than the Subscriber’s use of the Services.

However, Effortless Legal discounts the cost and expense of its Services in exchange for the right to use the Metadata. If Subscriber wishes to prohibit Effortless Legal from using any of Subscriber’s Metadata for any purpose other than Subscriber’s use of the Services, then Subscriber agrees to pay a 10% premium in addition to the full amount otherwise due each month to Effortless Legal. For example, if the total amount due from Subscriber to Effortless Legal for Services to be provided each month were $100 (One Hundred USD), then Subscriber would be required to pay Effortless Legal an additional $10 (Ten USD) each month, for a total of $110 (One Hundred and Ten USD) due and owing each month.

In order to prohibit Effortless Legal from using any of Subscriber’s Metadata for any purpose other than Subscriber’s use of the Services, Subscriber must notify Effortless Legal in writing.

Please email us at info@EffortlessLegal.com if you wish to prohibit Effortless Legal from using any of your Metadata for any purpose other than your use of the Services.

Payment for Services

Control of payments and other features is accomplished through an administrative interface within the Effortless Legal system.  When a Subscriber registers for Services, the Subscriber must designate all users who are authorized to access the Services for which the Subscriber registers (“Users”).  The Subscriber must designate at least One (1) User who will have the credentials to access the administrative interface (“Admin User”).  Subscribers are responsible for the activity of their Users and Admin Users.

Effortless Legal charges for its Services in 30-day increments.  Each monthly increment starts at 12:01 AM Central Time on the first calendar day when Subscriber registers and signs up for Services, and ends 30 days later at 12:00 AM Central Time.

Effortless Legal often charges for its Services on a per-user basis.  Each Subscriber must pay for the Services to be used by its Users.  Each User will be provided with separate log in credentials for the User to access the Services.  For security purposes, only one User may be logged in to a single User’s account at the same time, and multiple persons using a single User account is not permitted.

Payments for Services are due in advance.  When a Subscriber registers for Services, the Subscriber must provide a valid credit or debit card for payment of the Services for which the Subscriber registers.  Payments for the Services for which the Subscriber registers will be charged to this credit or debit card.

If an Admin User adds another User mid-month, the Subscriber will be charged for the Services to be provided in connection with that new User for the remainder of that month on a pro-rated basis.

All prices for all Services are subject to change upon advance notice by Effortless Legal to Subscriber at least Thirty (30) days in advance of the price increase.  These notices will be provided by email at least once to the Admin User email address(es) provided by the Subscriber in the administration interface for Effortless Legal, with no additional notice being required,

No credit or debit card information is required for free trials.  Free trials automatically expire at the end of the free trial period.  A Subscriber may convert a free trial into a normal paid account with Ninety (90) days following the expiration of the free trial period by selecting the appropriate option in the Effortless Legal administrative interface.  Failure to convert a free trial into a normal paid account within Ninety (90) calendar days will result in the Subscriber’s free trial account being deleted.

If payment for the Services is refused or unsuccessful using the credit or debit card provided, the Subscriber will be notified by email at the email address provided by the Subscriber for such notices in the Effortless Legal administration interface.  The Subscriber will have Five (5) calendar days to either replace the credit or debit card, or confirm the cancellation of the Services.  Failure to replace the debit or credit card, or confirm the cancellation of the Services, within the Five (5) calendar day period will result in the Services being disabled.  Failure to replace the debit or credit card, or confirm the cancellation of the Services, within Ninety (90) calendar days will result in the Subscriber’s account being deleted.

Subscribers may elect to have their Services renewed automatically each month, by selecting the option for automatic renewals in the Effortless Legal administration interface.  A Subscriber may stop or discontinue the automatic renewal feature by:

            – Deselecting the election for automatic renewals in the Effortless Legal administrative interface; or

            – Calling us at:  (844) 464-6282; or

            – Emailing us at:  info@EffortlessLegal.com; or

            – Mailing a request to:

Effortless Legal LLC

Customer Service Department

105 W. Madison Street, 18th Floor

Chicago, Illinois  60602

Payments for all automatically renewed Services will be processed on the first day of the month for which the Services will be provided.  Subscriber hereby authorizes Effortless Legal to charge the amounts due for all automatically renewed Services against the credit or debit card provided by the Subscriber.

Alternatively, Subscribers may elect to renew the Services manually each month through the Effortless Legal administration interface.  If manual renewals are selected, the Subscriber must manually renew the Services within the Five (5) calendar days of a month in which Services are to be provided.  Failure to manually renew the Services within the Five (5) calendar day period will result in the Services being disabled.  Failure to manually renew the Services within Ninety (90) calendar days will result in the Subscriber’s account and all related data being deleted.

Payments for the Services are exclusive of any and all federal, state, county, municipal or other taxes that may be due in connection with the Services.  To the maximum extent allowed by law, all Services shall be deemed to have been provided in Chicago, Cook County, Illinois, United States of America. All payments for Services shall be made free and clear of and without deduction or withholding for any taxes.

Subscriber is solely and exclusively responsible for paying any and all federal, state, county, municipal or other taxes (as well as any and all related fees, fines, interest, and other amounts) that may be or become due in connection with the Services based on Subscriber’s primary location as indicated by Subscriber when registering for the Services.

If the taxing authority takes the position that Effortless Legal must pay or collect any taxes (as well as any and all related fees, fines, interest, and other amounts) in connection with the Services, the appropriate amount shall be paid by Subscriber, unless Subscriber provides Effortless Legal with a valid tax exemption certificate authorized by the appropriate taxing authority.  Subscriber hereby authorizes Effortless Legal to charge the amounts asserted to be due by any taxing authority against the credit or debit card provided by the Subscriber.

If the taxing authority takes the position that Subscriber must deduct or withhold any taxes from any payments for Services, then any amounts due and owing from Subscriber to Effortless Legal for the Services shall be increased in order that, after making all required deductions or withholdings, Effortless Legal receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Subscriber is solely and exclusively responsible for any and all fees, charges, or other expenses incidental to using the Services, including without limitation all subscription or other fees charged by any third-party billing or practice management solution used by Subscriber, and all charges for Internet access or other data transmission incurred by Subscriber or any User in accessing Effortless Legal’s systems

Cancellations and Refunds

Subscribers may cancel the Services for which they register at any time.  A Subscriber may cancel all Services provided to all of its Users, and only as to specific Users.

A Subscriber may stop or cancel Services by selecting the cancellation option in the Effortless Legal administrative interface.  For the protection of the Subscriber, no additional means of cancellation are allowed.

There are no charges for canceling all or any part of the Services.  In the event any Services are canceled, the automatic renewal triggers for the cancelled Services will be removed.

The Subscriber will have Five (5) calendar days after cancellation to reinstate the Services.  If Subscriber does not reinstate the Services within the Five (5) calendar day period, the Services will be disabled.

Subscriber will have Ninety (90) calendar days to retrieve Subscriber’s information and data from Effortless Legal’s systems.  If Subscriber does not reinstate the Services within Ninety (90) calendar days, the Subscriber’s account will be deleted.

All payments made for Services are final and non-refundable.  No refunds or credits will be issued, except in the event of a service outage of greater than Forty-Eight (48) consecutive hours.

Effortless Legal in its sole discretion has the right to suspend, discontinue, or cancel providing Services to any Subscriber without notice for any actions that might disrupt Effortless Legal’s ability to provide Services to Subscriber or to any other person or entity.

In addition, in the event of any breach by Subscriber of this Agreement, or any breach by Subscriber of any of the representations and warranties contained in this Agreement, Effortless Legal in its sole discretion has the right to suspend, discontinue, or cancel providing Services to Subscriber upon advance notice by Effortless Legal to Subscriber at least Five (5) days before the change.  These notices will be provided by email at least once to the Admin User email address(es) provided by the Subscriber in the administration interface for Effortless Legal, with no additional notice being required.

All features of all Services are subject to change upon advance notice by Effortless Legal to Subscriber at least Sixty (60) days before the change becomes effective.  These notices will be provided by email at least once to the Admin User email address(es) provided by the Subscriber in the administration interface for Effortless Legal, with no additional notice being required.

Customer Support

Customer support is available by:

– Calling us at:  (844) 464-6282 from 8:30 AM to 5:00 PM Central Time, Monday-Friday, except for federal holidays; or

– Emailing us at:  info@EffortlessLegal.com; or

– Mailing a request to:

Effortless Legal LLC

Customer Service Department

105 W. Madison Street, 18th Floor

Chicago, Illinois  60602

Privacy and Security

Effortless Legal keeps the information and documents that any Subscriber or User provides to Effortless Legal (“Subscriber Information”) strictly private and confidential.

Effortless Legal shall not review or examine any of Subscriber Information without express permission from Subscriber, except that Effortless Legal may review and examine Subscriber’s Metadata if Subscriber does not prohibit Effortless Legal from doing so pursuant to this Agreement.

Effortless Legal does not and shall not transfer, sell, share, or otherwise reveal any Subscriber Information with or to any person or entity, for any purpose whatsoever, except as necessary to perform the Services for Subscriber, and except to comply with any applicable law(s), court order(s), or subpoena(s), and except that Effortless Legal may retain and use Subscriber’s Metadata if Subscriber does not prohibit Effortless Legal from doing so pursuant to this Agreement.

Effortless Legal maintains strict security policies and procedures to safeguard Subscriber Information. We will use our best efforts to ensure that no Subscriber Information is in any way disclosed or put at risk of disclosure, including but not limited to:

(a) requiring any and all persons who have access to Subscriber Information to sign a strict non-disclosure and confidentiality agreement as to the Subscriber Information; and
(b) immediately and permanently shredding and completely deleting and destroying any Subscriber Information that Effortless Legal may have copied, printed, downloaded, or received in electronic, paper or hard-copy form, after the Services are terminated or cancelled pursuant to this Agreement, except that Effortless Legal may retain and use Subscriber’s Metadata if Subscriber does not prohibit Effortless Legal from doing so pursuant to this Agreement; and
(b) immediately and permanently deleting and destroying any derivatives of or other materials based on Subscriber Information that Effortless Legal may have caused to be saved or generated on any computer or in any other account or system other than one of your computers, accounts, and systems, after the Services are terminated or cancelled pursuant to this Agreement, except that Effortless Legal may retain and use Subscriber’s Metadata if Subscriber does not prohibit Effortless Legal from doing so pursuant to this Agreement;
(c) using our best efforts to prevent any unauthorized release, disclosure, or access by any person or entity of or to any Subscriber Information; and
(d) immediately notifying Subscriber if Effortless Legal knows or suspects that any Subscriber Information has been, may have been, or could be released, disclosed or subjected to unauthorized access.

Subscriber must also attempt to safeguard Subscriber Information by at least:

(a) protecting and securing any passwords and other credentials that Subscriber or any of its Users, employees, or agents use to access the Services; and
(b) changing all passwords and other credentials every Ninety (90) days; and
(c) prohibiting passwords that can be easily guessed, such as dictionary words; and
(d) prohibiting sharing of passwords and other credentials;
(e) enabling Effortless Legal’s two-factor authentication feature, which will require entry of a code texted to the authorized number of the User or Admin User or provided by an authenticator such as Authy or Google Authenticator.

Due to the fact that the Services involve different billing and practice management solutions, email and telephone communications systems, payment systems, cloud computing server systems, file storage and transfer systems, and other disparate systems over which we have no control or right to control, Effortless Legal cannot and does not promise, represent, or guarantee that no Subscriber Information will under any circumstances be disclosed or put at risk of disclosure. Effortless Legal does not assume any risk and shall not be liable in any way for any data loss, breach, or any unauthorized release, disclosure, or access by any person or entity of or to any Subscriber Information, except in the case of intentional or willful misconduct by Effortless Legal or any employee of Effortless Legal.

The terms and conditions of this section shall survive any termination or cancellation of this Agreement.

Service Outages and Business Continuity

Effortless Legal limits the likelihood of service outages by providing its Services through enterprise-grade, industry-standard cloud computing server systems, such as those provided by Amazon Web Services, Inc.

Effortless Legal regularly conducts encrypted backups of all data stored in its systems, including Subscriber Information.  All such encrypted backups are regularly deleted and destroyed every Ninety (90) days.

Nevertheless, for added assurance of business continuity, Subscriber must regularly download and backup all of Subscriber’s information and data stored in Effortless Legal’s systems at least once per week.  Any Admin User may easily download and store the Subscriber’s information and data in a Comma Separated Value (“CSV”) file from the Effortless Legal interface for this purpose.

Limited planned service outages may occur in order to allow Effortless Legal to conduct maintenance, repairs, or installation of upgrades.  In order to reduce the possible impact of such limited planed service outages, Effortless Legal will use its best efforts to provide notice to Subscriber at least Two (2) business days in advance, and the limited planned service outages will be scheduled to occur after 8:00 PM Central Time on weekdays, or on weekend or federal holidays.  These advance notices will be provided by email at least once to the Admin User email address(es) provided by the Subscriber in the administration interface for Effortless Legal, with no additional notice being required.

Due to the fact that the Services involve different billing and practice management solutions, email and telephone communications systems, payment systems, cloud computing server systems, file storage and transfer systems, and other disparate systems over which we have no control or right to control, Effortless Legal cannot and does not promise, represent, or guarantee that no service outages will ever under any circumstances occur.  Effortless Legal does not assume any risk and shall not be liable in any way for any service outage, except in the case of intentional or willful misconduct by Effortless Legal or any employee of Effortless Legal.

In the case of a service outage in which Subscriber has not been able to access the Services for more than Forty-Eight (48) consecutive hours, Effortless Legal will credit Subscriber with a pro-rated reduction in the next monthly fee due from Subscriber for the Services.  For example, if a 3-day service outage occurs in January of a given year, Effortless Legal will reduce the amounts due from Subscriber for the month of February by 10% (i.e., 3 day outage, divided by 30 days average per month).

The terms and conditions of this section shall survive any termination or cancellation of this Agreement.

Additional Terms and Conditions

Notices and Related Communications.  Effortless Legal will send notification emails to the Admin User email address(es) provided by the Subscriber in the administration interface for Effortless Legal.  The notification emails will advise Subscriber of:  (1) any payment issues; (2) any known service outage issues; (3) confirmations of Services ordered and cancelled; (4) any price increases for any products or services offered by Effortless Legal; (5) new products or services available from Effortless Legal; and (6) other issues relating to the functioning and improvement of the Services.  Effortless Legal will not otherwise send emails to any of the Users or Admin Users.

No Advice.  Effortless Legal often provides Services by adding on to integrating with products or services of other companies.  You are free to choose any products or services you wish to use.  Effortless Legal does provide any advice or make any representations or warranties as to the quality, reliability, usefulness, price, security, or any other characteristic or attribute of any product or service of any other company.  Effortless Legal does not assume any risk and shall not be liable in any way for any data loss, breach, service failure or outage, or any other issue or problem relating in any way to the products and/or services of any other company, including without limitation if Effortless Legal provides its Services by adding on to or integrating with the other products and/or services.

Representations and Warranties.  By signing up for one or more of our Services, and each time you sign into your account with Effortless Legal, and each time you pay for the Services, you represent and warrant to Effortless Legal that:

(a)  You are authorized on behalf of your law firm or company to email, upload, and otherwise provide documents and information to Effortless Legal; and

(b)  You are authorized on behalf of your law firm or company to contract with Effortless Legal for the Services, and to bind your law firm or company to this Agreement; and

(c)  Nothing you submit, enter, import, email, upload, or otherwise provide to Effortless Legal is illegal, unlawfully obtained, stolen, or misappropriated; and

(d)  Everything you submit, enter, import, email, upload, or otherwise provide to Effortless Legal complies with all applicable laws, regulations, and other legal obligations; and

(e)  Everything you submit, enter, import, email, upload, or otherwise provide to Effortless Legal consists only of documents, information, and data relating to your law firm or company; and

(f)  You are not aware that any of the data, documents or other materials you submit, enter, import, email, upload, or otherwise provide to Effortless Legal contains any virus, trojan, spyware, malware, or other harmful or malicious software code or device; and

(g)  You are not obtaining or using the Services for any personal, family, or household purpose; and

(h)  You have fully read and understand the terms and conditions of this Agreement

IMPORTANT:

Limitation on Liability.  Our Services involve different billing and practice management solutions, email and telephone communications systems, payment systems, cloud computing server systems, file storage and transfer systems, and other disparate systems over which we have no control or right to control.  Accordingly, Effortless Legal cannot and does not promise, represent, warranty, or guarantee that it will be able to provide the Services at all times and without service outage(s), without data or security breach(es), and/or without any malfunction, lack of functionality, and/or any other error or issue in connection with the Services.

To the maximum extent allowed by law, neither Effortless Legal nor any of its employees or members shall be liable in any way for any service outage(s), data or security breach(es), malfunction(s), lack of functionality, error, or other issue in any way relating to or in any way arising out of the Services (including without limitation any malfunction, data or security breach, lack of functionality, or any error or other issue caused by any negligence by Effortless Legal or any of its employees or members), except in the case of intentional or willful misconduct by Effortless Legal or any employee or member of Effortless Legal.

To the maximum extent allowed by law, in no event and under no legal theory shall Effortless Legal or any of its employees or members be liable in any way for any consequential, incidental, indirect, punitive or exemplary, loss of revenue, loss of profit, loss of product, business interruption, loss of business opportunity, personal injury, property damage, or any other losses or damages of any kind, regardless of whether or not the losses or damages are or would have been foreseeable, and regardless of whether or not Effortless Legal was advised of the possibility of the losses or damages, except in the case of intentional or willful misconduct by Effortless Legal or any employee or member of Effortless Legal.

NO WARRANTIES.  ALL SERVICES ARE PROVIDED “AS IS”.  Effortless Legal disclaims any and all warranties, whether express, implied, statutory, or other.  For example, and without limitation, Effortless Legal disclaims any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any and all warranties arising from course of dealing, usage, or trade practice.

These limitations on Effortless Legal’s liabilities are intended to allocate the risks of the Services between the parties to this Agreement.  This allocation is reflected in the pricing for the Services, and is a material and essential element of the basis of the bargain between the parties.

 

The terms and conditions of this box section shall survive any termination or cancellation of this Agreement.

No Third-Party Beneficiaries.  This Agreement has no third-party beneficiaries.

No Agency.  Effortless Legal is an independent contractor services vendor of you and your law firm or company.  You and your law firm or company are customers of Effortless Legal.  Neither Effortless Legal, nor any of our employees, contractors, or service providers, are employees, partners, joint venturers, fiduciaries, or agents of you or your law firm or company.  Neither Effortless Legal, nor any of our employees, contractors, or service providers, are employees, partners, joint venturers, fiduciaries, or agents of any person or company whose products or services are supplemented by or integrated with the Services provided by Effortless Legal.

Force Majeure.  The parties will be relieved from fully and completely performing their obligations under this Agreement when circumstances beyond their control (including without limitation natural disasters, terrorist or other man-made disasters, labor strikes, fire, disease or medical epidemics, power grid failures, and other such circumstances) occur or arise, making performance inadvisable, commercially impracticable, illegal, or impossible.

Attorney’s Fees.  In any lawsuit, arbitration action, or other proceeding to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover reasonable attorney’s fees, expenses, and costs in connection with the lawsuit, arbitration action, or other proceeding, including without limitation in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or arbitrator in which the matter is tried, heard, or decided.  The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.

Severability.  The terms and provisions of this Agreement are severable.  If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be deemed to extend only as far as allowed by law.  If any portion, provision, or part of this Agreement cannot be limited to extend only as far as allowed by law, that portion, provision, or part shall be deemed to be severed from the remaining portions, provisions or parts of this Agreement and any remaining portions, provisions or parts of this Agreement shall remain valid and enforceable.

Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit and/or detriment of the parties and their respective heirs, beneficiaries, guardians, administrators, trustees, executors and executrixes, agents, principals, representatives, successors, and assigns.

Merger and Integration.  The parties represent and acknowledge that this Agreement constitutes a single, integrated, written contract expressing the entire understanding and agreement between and among the parties regarding the Services, and that all prior agreements, contracts, negotiations, promises, offers, acceptances, representations, warranties, covenants, and understandings in any way relating to the Services are merged and integrated into the terms and conditions of this Agreement.

Counterparts.  This Agreement may be executed in multiple counterparts.  Copies of signatures and electronic signatures shall be deemed to be originals for any and all purposes.

Amendments.  This Agreement may only be amended or modified in writing signed by the party against whom enforcement of such amendment or modification is sought.

Choice of Law and Forum.  This Agreement is entered into in Chicago, Illinois, United States of America.  To the maximum extent allowed by law, this Agreement and any rights, remedies, or obligations provided for in this Agreement shall be construed and enforced in accordance with the laws of the United States of America, and the State of Illinois, without regard to the conflicts provisions thereof.  Any and all disputes that in any way arise out of or bear any relationship with this Agreement shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party.  Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction.  Nothing in this Agreement shall preclude any party from seeking injunctive relief from a court of competent jurisdiction.  The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in a court action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of a court action for these purposes.  The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision.  The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.

Jury Waiver.  The parties hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either party against the other.  The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.

Headings.  The underlined headings for each numbered paragraph of this Agreement are used for organizational and reference purposes only, and shall not be used to interpret or construe the language of the terms and conditions of this Agreement.

No Waiver.  Any failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

** END OF AGREEMENT **