HotDocs Addendum

The terms contained in this Addendum shall only apply to the Services for HOTDOCS (“HOTDOCS”) on the Order Form between Mitratech and Customer.  In the event of a conflict between the terms of the Agreement, the Order Form, and the remainder of this Addendum, the Addendum shall control.

1. Grant of License. Unless otherwise specified on the applicable Order Form, this license is limited to one runtime and/or repository instance.  Additional payment or subscription is required for each additional runtime and/or repository instance. Each unique named individual (“User”) must have a license to use HOTDOCS Software. Concurrent use of a User license by more than one individual is expressly prohibited. A User license is part of Customer’s HOTDOCS Services, and the User license may only be reassigned to another individual in the event that the User has ceased working for Customer or within Customer’s organization. Separate license fees and validation codes are required for each business entity to use any of the products that comprise Customer’s HOTDOCS Services. Customer agrees to pay a license fee for each User (who must be employed by Customer unless a waiver is granted by HOTDOCS expressly in writing) who uses any of the products that comprise Customer’s HOTDOCS Services, and only those Users who have proper user credentials may use those products or any of the other products that comprise Customer’s HOTDOCS Services. By executing an Order Form subject to this Addendum, Customer acknowledges that any license Customer may have had to prior versions of products or services licensed by HOTDOCS or one of its predecessors in interest (including legacy or perpetual licenses) terminates upon Customer’s signature on the applicable Order Form. Customer agrees that it will not rent, lend, or transfer any products or services the comprise Customer’s HOTDOCS Services or any of its rights under the Agreement without the express written permission of HOTDOCS.
   1. Volume Based Subscriptions.  Customers may not exceed the license thresholds stated in the Order Form. If Customer exceeds their license threshold, Customer shall report it to HOTDOCS within fifteen days and purchase additional licenses.  If Customer does not report the excess usage and their actual usage exceeds the licensed amount, Customer’s license package shall automatically be moved up to the next tier as defined in their Order Form. If the next tier is not defined in the Order Form, Customer’s license package shall be moved up to the next standard license tier.
   2. Additional Licenses. Additional licenses may be purchased by Customer, and HOTDOCS may, in its sole discretion, prorate the Fees so that all Fees for HOTDOCS are renewed on the same date, even if the licenses were not ordered/purchased on the same date.  Licenses quantities cannot be decreased during the Term and HOTDOCS is under no obligation to grant Customer additional licenses.
2. Actions upon Termination. Customer’s data will be permanently deleted from all HOTDOCS and HOTDOCS Affiliate servers, cloud instances, or other potential storage space thirty (30) days after the expiration of Customer’s HOTDOCS Services.
3. Hosting of Licenses.  Unless Customer purchases license or SKU that specifically permits Customer to remotely host or make HOTDOCS software server enabled (“Hosted License”), Customer may not host HOTDOCS software within any type of remote access solution, including but not limited to remote desktop services session, a terminal services session, in a cloud (private or multitenant) environment, via Citrix, TeamViewer, or a similar solution, or from multiple physical locations connected to a single software deployment (collectively “Hosted”). Where HOTDOCS determines that during the Term of Customer’s HOTDOCS subscription, Customer is using or has used HOTDOCS software products in a Hosted fashion, Customer acknowledges and agrees that a fee increase will apply at then-current list prices for each User (“Hosting License Fee Increase”) on Customer’s HOTDOCS Services, effective immediately, backdated to the commencement of the Term of Customer’s HOTDOCS Services, and the total amount owed will be amortized over the remainder of the Term of Customer’s HOTDOCS Services. If Customer has purchased HOTDOCS Cloud products in addition to HOTDOCS Software products, a Hosted License is not required, but Customer’s license to use HOTDOCS Software products is limited to host and use within Customer’s HOTDOCS Cloud products.
4. Technical Support. Technical support and troubleshooting for reported issues that are directly related to the HOTDOCS Services purchased by Customer is included as part of Customer’s HOTDOCS subscription, as provided in this Paragraph, so long as the particular Services are a version of the HOTDOCS software that was released in the twelve (12) months preceding the request for support. HOTDOCS shall not be obligated to provide technical support or to cure issues regarding third-party applications, customizations, integrations with third-party applications, internet or local network connectivity, Customer’s local infrastructure or workstations, or issues caused by Customer’s users, agents, or other technology providers. Included with Customer’s HOTDOCS Services is access to HOTDOCS standard technical support, during standard business hours. Depending on the nature of the reported technical issue, HOTDOCS may initiate further troubleshooting efforts, which may include support via the live chat feature, responding via e-mail to a support ticket created by Customer, or in certain cases providing direct phone support, remote screen-sharing, and/or direct access into Customer’s database, files, software or environment, as well as HOTDOCS taking screen grabs of Customer’s Users’ screens, adding and/or deleting records (solely for the purpose of diagnosing and correcting the reported issue(s)).  Any support response or combination thereof shall be provided in HOTDOCS’ sole discretion.  By requesting support, Customer shall be deemed to have granted HOTDOCS, its Affiliates and agents’ permission to utilize any and all methods of support listed in this section.
5. Integrations of HOTDOCS. Any integration of the HOTDOCS Services into another product requires the express written consent of Mitratech.
6. Use of Microsoft – Certain HOTDOCS Services/products may include the use of Microsoft products or services. Where the applicable Documentation describes Customer’s use of any Microsoft products or services as part of Customer’s HOTDOCS Services, Customer agrees that the applicable standard Microsoft terms and conditions for those products or services shall apply (found at https://www.microsoft.com/en-us/).
7. Advanced Support Offerings. HOTDOCS may offer, and Customer may purchase Advanced Support Offerings to enhance its HOTDOCS experience. Where purchased, such offerings shall be described in a separate Order Form and shall be governed by the terms of the Agreement and this Addendum.
8. Professional Services. Any request for HOTDOCS to perform technical support, services, or any deliverables that are outside the scope of technical support as described in the Documentation (“Professional Services”) shall require a Professional Services engagement, provided on a time and materials basis by HOTDOCS and its Affiliates at the prevailing hourly rate. All such Professional Services shall be rendered pursuant to a separate Statement of Work (“SOW”), a separate and distinct agreement from Customer’s HOTDOCS Services and governed by these terms and conditions. All Professional Services related to HotDocs products and services (which includes but is not limited to modifications, customizations, data migration, data importation, and training) are governed by the Professional Services Terms set forth at https://mitratech.com/legal-notice/hotdocs-proservterms-us/OR https://mitratech.com/legal-notice/hotdocs-proservterms-uk/. Where a separate Statement of Work (“SOW”), a distinct agreement from Customer’s HotDocs Subscription(s) is created related to this work, the SOW will take precedence over these terms.
9. Default Usage Thresholds. To ensure the stability, availability, and fair use of the HOTDOCS Services, the following general default usage thresholds shall apply to all customers, unless otherwise expressly agreed in an Order Form:
   • A maximum of 200 document assemblies per day
   • A maximum of 10 document assemblies per minute

     For Customers with per document pricing stated on their Order Forms, the maximum usage per day is the Customer’s annual document allotment divided by 365, not to exceed 8200 per day.  These limits represent default service levels designed to protect system performance and may be enforced via technical measures such as throttling, request queuing, or temporary rejections. Customers requiring higher throughput may be eligible for elevated limits, subject to a separate agreement and pricing tier. Any exceptions or modifications to the above limits must be explicitly stated in the Customer’s Order Form or other written agreement with HOTDOCS. Mitratech reserves the right to monitor usage and take reasonable actions to prevent abuse or disruption of service, including the application of stricter limits in the event of suspected misuse or material impact on system performance.

10. Acceptable & Fair Use Policy. In the use of the HOTDOCS Services, Customer shall not (i) assign multiple individual named humans to a single license; licenses are sold on a “per seat” basis; (ii) use any API, integration, third party software, or otherwise use HOTDOCS products and services in a way that circumvents the requirement for each unique individual to have a license, and HOTDOCS 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 Customer’s HOTDOCS Services; (iii) use any API, integration, third party software, or otherwise use HOTDOCS products and service in a way to extract data from any HOTDOCS product for commercial purposes, including but not limited to “screen scraping” or other modes of extractions (unless the third party has directed agreed, in a written license agreement with HOTDOCS, to be given access to extract data, even Customer Data protected by a user login, through any means outside of the web application interface as provided by HOTDOCS, or (iv) Customer shall not use HOTDOCS products or services in a manner that infringes on the intellectual property rights of a third party. Customer shall not   (i) use Cloud APIs for batch processing either simultaneously or in rapid succession without prior written consent by HOTDOCS; and/or (ii)  use the “Client Interviews” feature or “Public Interviews” feature for Customer’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).
11. Audit Right– During the term of Customers HOTDOCS Services (and for one year after the expiration of the Term), Customer shall maintain complete, accurate and detailed records regarding the number, location, and identity of all users, licenses, servers, installations of HOTDOCS, and uses relating to HOTDOCS. Upon prior written notice, HOTDOCS or its authorized representative may conduct a virtual audit of Customer’s users, licenses, installations of HOTDOCS software, and anything directly relating to the use of the HOTDOCS software. Upon completion of the audit, where HOTDOCS determines that Customer is using or has used its software in an unauthorized fashion (e.g. exceeding the allotted number of Users), then Customer acknowledges and agrees that a fee increase will apply at then-current list prices on Customer’s HOTDOCS subscription, effectively immediately, backdated to the commencement of the Term of Customer’s HOTDOCS Services, and the total amount owed will be amortized over the remainder of the Term of Customers HOTDOCS Services.

[End of HOTDOCS Addendum]