Nextpoint Web Application Terms and Conditions

Who: People with permission to access Nextpoint Web Application

1. “Customer” is the party specified in the Customer Information provided to Nextpoint, attached as the cover page to this document. Customer is also referred to in this Agreement as “you.”

2. “Nextpoint” is Nextpoint, Inc., an Illinois corporation with its principal place of business at 4043 N. Ravenswood, Chicago, IL 60613. Nextpoint’s e-mail address for notice purposes is account@nextpoint .com. Nextpoint is also referred to in this Agreement as “we” or “us.”

What: License to use Nextpoint Web Application

3. Subject to all of these terms hereof (which we will refer to as the “Agreement”), Nextpoint grants you a non-exclusive, non-transferable license to use Nextpoint Web Application (referred to hereafter as Nextpoint W.A.), located at www.nextpoint.com or any other domain name at which Nextpoint W.A. is accessible (referred to hereafter as the “Site”) – but only so long as you are current on all of the fees and expenses due under this Agreement.

4. Under no circumstances may you copy, create Derivative Works, sub-license, grant access to, display, transmit, exhibit or transfer Nextpoint W.A. to anyone else without our prior written consent. What are Derivative Works? See Title 17 of the United States Code, Section 101.

5. Upon termination of this Agreement, all license rights granted to Customer will automatically expire.

6. You may (or at your request, Nextpoint will) set up access for your vendors, clients and other related parties (e.g., paralegals, expert witnesses, and litigation consultants) who have a legitimate reason to access your matters. We refer to these people as “Friendly Users.”

7. Be advised that the conduct of your Friendly Users, or of anyone who accesses the Site through your accounts or those of your Friendly Users, is your responsibility. Any requirements or standards of conduct stated in this Agreement for you apply equally to such users, even where it does not explicitly say so.

8.Under no circumstances are you permitted to access Nextpoint W.A. or the Site for purposes of monitoring its availability, performance or functionality, or for any benchmarking or competitive purposes, except with Nextpoint’s prior written permission.

What Nextpoint will do for you

9. Nextpoint will host and maintain Nextpoint W.A. as well as data that you upload for use within Nextpoint W.A.. We call these our “Hosting Services.”

10. Nextpoint will provide Help Desk Services. “Help Desk Services” means providing you with consultation services by telephone or e-mail to allow you to report problems, bugs and defects and to ask questions concerning specific features and functionalities of Nextpoint W.A.. We will use reasonable efforts to address issues and questions in a time frame commensurate with their urgency and severity.

11. Although Nextpoint W.A. enables you to upload your own files, at your request, we will evaluate the effort required to upload large batches of your data or to transfer to Nextpoint W.A. data that you have in other software programs or formats. If we can do it, we will provide you with a quote to perform this work.

12. In the event that you have additional requirements (e.g., training program requests, development of new product features, modification of existing product features, consulting services, acquisition or development of hardware), we would be glad to discuss these requirements with you and if we are able, to submit a separate proposal to you to address them.

What it costs; when and how you pay

13. In exchange for use and access to Nextpoint W.A., you agree to pay the fees described in the attached price sheet.

14. You will pay us a Service Fee each month for each matter of yours that is set up within Nextpoint W.A.. Fees are calculated based on the volume of data hosted in Nextpoint W.A. during the prior month, at the rate set by your particular agreement, which currently is published at $25/GB. For purposes of calculating fees, "volume of data" for each matter shall be equal to the maximum storage space utilized by all images, video, indexes and databases in the Nextpoint W.A. on any day during the month, as determined in good faith by Nextpoint. Service fees are charged monthly, and there is no pro-rata discount for a partial month of usage.

15. If you notify us that you wish to archive or restore a matter in Nextpoint W.A., Nextpoint will charge you the fee set forth in the price sheet. “Archive” means that Nextpoint W.A. account shall be made read only (i.e., no changes or additions to the data will be permitted), and remain accessible to Customer for a period of five years. “Restore” means that Nextpoint W.A. account will be returned to fully active status.

16. Fees for migration/batch upload services or additional services, if any, will be set forth in writing between you and Nextpoint.

17. Unless otherwise agreed, all charges incurred by you pursuant to this Agreement will be debited electronically via ACH debit from the bank account that you have specified or by credit card charge to the MasterCard, Visa or American Express card. Nextpoint will automatically charge you the Service Fee monthly in arrears. In the case of Archive/Restore Fees or fees for migration, batch upload or additional services, Nextpoint will automatically charge your account immediately as incurred, unless otherwise agreed.

18. You explicitly authorize all of these charges, and agree that you may dispute charges only with Nextpoint directly and not through any bank or merchant processor dispute or chargeback process. In the event that we are unable to process charges via the ACH debit or Credit Card information you have provided, we will invoice you on “due on receipt” terms, and Customer agrees to pay by bank draft or wire transfer of immediately available funds. Nextpoint may at its option suspend or terminate all services hereunder upon seven days’ written notice if you fail to keep a valid bank account or Credit Card on file.

19. Invoices or statements will be provided electronically upon request.

20. The fees set forth herein are exclusive of all taxes. You are responsible for payment of all taxes of every kind imposed in connection with the sale or license of products or services under this Agreement.

Your obligations

21. Customer will provide Nextpoint with content and materials related to its matters, to be used and displayed in connection with Nextpoint W.A. and the Hosting Services. You are solely responsible for all content and materials that you supply to Nextpoint and for all acts or omissions that occur relating to your use of Nextpoint W.A. and the Hosting Services. You are responsible for ensuring that you own or have obtained all necessary rights in the content and materials. Recognizing the global nature of the Internet, you agree to comply with all applicable local rules and standards regarding acceptable content.

22. In connection with the provision of Nextpoint W.A., you will have access to Customer to the Site. In the process of accessing the Site and using Nextpoint W.A., you are responsible for complying with all applicable laws and regulations in all relevant jurisdictions. Specifically, among other things, you agree that by, while, or through accessing or using the Site, you will not do these or any other bad things: (i) restrict or inhibit any other user from using or enjoying the Site; (ii) disrupt or interfere with the Site or its operation or availability, or alter or tamper with the content of the Site; (iii) post or transmit any unlawful, obscene, or pornographic material; (iv) engage in spamming, flooding, or any denial of service attack; or (v) post or transmit any information or software which contains a virus, trojan horse, worm, or other disabling device or harmful component. Nextpoint reserves the right and has the reasonable discretion to restrict or remove from its servers, or suspend the hosting of, any content that violates this Agreement.

Ownership

23. You own all of your data.

24. You acknowledge and agree that Nextpoint W.A., and all related intellectual property rights, are and shall remain the exclusive property of Nextpoint. Except for the license grant to you granted above, you shall not receive any other rights in or to Nextpoint W.A.. You further agree that you shall not sell, assign, convey, sub-license, share with, or otherwise provide any third party with access to Nextpoint W.A., or any portion thereof, or any product or service or Derivative Work that contains, embodies, or is derived from Nextpoint W.A., without the express written consent of Nextpoint. Nextpoint shall have the right, at its sole expense, to register or otherwise protect its Intellectual Property Rights in Nextpoint W.A. in whatever manner it deems appropriate, including, without limitation, the filing of patent and copyright applications anywhere in the world.

25. You acknowledge and agree that all right, title and interest in and to the Site, as well as all related look-and-feel content displayed on the Site, shall remain the sole and exclusive property of Nextpoint. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts of Nextpoint W.A. or the Site without express written permission from Nextpoint.

Confidentiality

26. Nextpoint will not disclose your Confidential Information to any third party, and complies with industry best practices to protect your Confidential Information. Confidential Information shall include, without limitation, all of your data uploaded for use within Nextpoint W.A. by Customer, any other customer-furnished information that is obviously confidential, and any additional information created by Customer using Nextpoint W.A.. Nextpoint may, however, disclose any Confidential Information or other material that is required to be disclosed by law or judicial order, provided that prior written notice of such required disclosure is furnished to you as soon as practicable in order to afford you an opportunity to seek a protective order or confidential treatment. Nextpoint will cooperate in these efforts, although any expenses will be borne by Customer. If such order or treatment cannot be obtained, then Nextpoint may disclose without liability.

27. To the extent that information you wish to upload information to Nextpoint W.A. is subject to a protective order, and the terms of such order require third-party vendors to execute the order, please forward the protective order to account@nextpoint .com. Barring any unusual circumstances, we will execute the protective order and return it to you.

28. You agree not disclose to any third party (other than to Friendly Users) information about the Nextpoint W.A. program and program features.

Our assurances

29. Nextpoint hereby represents and warrants to you that (i) it has the right to grant the licenses herein, (ii) it will perform the services set forth herein in a manner reasonably consistent with applicable industry standards, and (iii) excluding downtime for regularly scheduled maintenance, of which you will be notified in advance and which will be conducted using commercially reasonable efforts to minimize or eliminate any effect on you or Nextpoint W.A., that Nextpoint W.A. and the Hosting Services will be available 99.0% of each month.

30. Other than the above, we explicitly disclaim and exclude all warranties, whether express or implied.

Indemnification; limitations of liability

31. If you are sued by a third party due an alleged infringement by Nextpoint W.A. of the party’s intellectual property rights, we will indemnify, defend, save and hold you and your officers, directors, agents and employees harmless from all liabilities, damages, losses, or expenses incurred in relation thereto (including court costs, attorneys’ fees, and such). However, Nextpoint will not indemnify Customer for any of the foregoing that are based on: (i) any services, hardware, devices or software incorporated in or combined with Nextpoint W.A. by Customer if, in the absence of such incorporated or combined item, there would not have been infringement; or (ii) a modification, addition or change to any part of Nextpoint W.A. by Customer without the consent of Nextpoint if, in the absence of such modification, addition or change, Nextpoint W.A. would not be infringing.

32. In no event shall any party be liable to the other party or to any third party for any incidental, indirect, special, exemplary or consequential damages (including, but not limited to, damages or costs incurred as a result of lost profits, loss of data or information, interruption of business, cost of replacement goods or software, loss of goodwill, or other financial loss) arising out of this Agreement.

Term and termination

33. The Term of this Agreement commences upon the earlier of your first use of Nextpoint W.A. or the provision by Nextpoint of any services hereunder. You may terminate the Agreement at any time upon notice to Nextpoint. Nextpoint may terminate the Agreement upon 30 days’ notice to you, upon 7 days’ notice for a material, uncured breach, or as otherwise set forth in this Agreement.

34. All provisions relating to payment of fees, ownership, confidentiality, as well as any definitions, shall survive termination of the Agreement for an indefinite period. The indemnification/limitations of liability provision will survive for a period of one year from the date of termination.

35. Upon termination and at Customer’s request, Nextpoint will convert Customer’s Nextpoint W.A. data into an industry-standard, delimited export format and deliver the data to Customer.

Almost there…

36. The parties have read this Agreement and agree to be bound by its terms. This Agreement is the agreement, the whole agreement and nothing but the agreement, and supersedes all previous communications or commitments. Any changes to these terms must be in writing and acknowledged by authorized representatives of both parties. If this Agreement is incorporated into a separate services agreement between you and Nextpoint, and in the event of any conflict or inconsistency between this Agreement and the other agreement, this Agreement shall be controlling as to matters relating to the Nextpoint W.A. service and your use thereof.

37. Any notices shall be in writing and addressed to the representatives of the parties set forth above, either by reputable overnight courier or by electronic mail with confirmation of delivery. The provisions of this Agreement are severable; the unenforceability of any provision of this Agreement shall not affect the enforceability of any other. This Agreement is not transferable or assignable to any other party by either party, except to an acquirer of all or substantially all of Nextpoint W.A. business.

38. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois applicable to agreements made and performed in Illinois, excluding the application of its conflict of laws provisions. The parties agree that any action or suit brought by a party to enforce or adjudicate the rights of the parties under this Agreement shall be brought in the federal or state courts located in Chicago, Illinois.