TLATech Inc.

End-User License Agreement

This Services Agreement (this “Agreement”) is by and between TLATech, Inc. (“TLA”) and the purchaser of the Services (“Customer”). TLA and Customer are sometimes referred to herein individually as a “Party” and together as the “Parties.”

WHEREAS, Customer wishes to purchase the Services (as defined in Section 1 (Definitions)), and TLA wishes to provide such Services to Customer, each on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions.

    2. All terms used but not defined herein shall have the meaning assigned to them in the TLA Terms of Service.
    “Action” means any claim, suit, action, charge, complaint, formal contractual grievance, suit, litigation, arbitration action, audit, examination, inquiry, investigation, or other legal proceeding at law or in equity or by or before, or otherwise involving, any regulator or arbitrator.

    “Basic Site” means the Site without features that require the expenditure of Syllo AI Credits.

    “Content” refers to materials, documents and other information, including, without limitation, code, text, data, messages, contacts, information, files, articles, images, videos, photographs, weblinks, graphics, software, applications, packages, designs, features, changes/edits or modifications to documents, and other content and materials, written, created, transmitted, linked or uploaded by or on behalf of any TLA customer, and made available on the Site.

    “Effective Date” means the date that this Agreement is executed by Customer clicking “Accept”.

    “End User” means each of the individuals authorized by Customer to access and use the Site. End Users must be employees, members, owners or shareholders of Customer. Without limitation, contractors, subcontractors, independent contractors, and any external professional service providers such as accountants, outsourcers, public relations firms, and Customer’s own external attorneys are specifically excluded from being End Users.

    “Fees” means $3,000.

    “Intellectual Property Rights” means existing and future registered and unregistered rights granted, applied for or otherwise in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

    “Law” means any applicable statute, law, ordinance, regulation, rule, order, constitution, treaty, common law, judgment, decree or other requirement having the force of law, of any federal, state, provincial, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction, whether in existence as of the Effective Date or promulgated thereafter, as amended or superseded.

    “Materials” means any operational or instructional materials (including any manuals, training materials, how-to guides, FAQs, etc.) created, or provided, by TLA to Customer or any End User, in any form, including videos, audio recordings, electronic downloads or other, in each case, relating to the use of the Site.

    “Person” means any individual, partnership, limited liability company, corporation, estate, trust, organization, unincorporated association, joint venture, business or other legal entity, and any government or any governmental agency or political subdivision thereof.“Permitted Use” means any use of the Basic Site, by an End User, for the benefit of Customer solely in or for Customer’s internal business operations with respect to the Designated Case and in accordance with the terms of this Agreement and TLA Terms of Service.

    “Posting Content,” “to Post” or words of similar import, means to post, upload, or link Content to the Site, or to transmit Content, or make it available, through the Site.

    “Seat” means the unique login credentials to the Site granted to a specific End User under in this Agreement.

    “Services” means (i) GenAI Document Tagging of up to 100,000 pages, or a pro rata share of 100,000 pages if payment of the Fees is made on a pro rata basis, with up to 10 issue codes; (ii) access and use of the Basic Site and the Materials, and (iii) the Technical Support Services.

    “Site” means a deployment of TLA’s litigation platform, Syllo, with the features available to End Users on Syllo from time to time (as selected by Customer).

    “Support Data” means all data that is received by TLA related to Customer requesting or obtaining Support Services from TLA. Support Data does not include Content posted by End Users to the Site.

    “Technical Support Services” means technical support provided by TLA to help Customer or one of its End Users troubleshoot or resolve a technical issue that Customer or End User encounters with its use or access of the Site. The Technical Support Services are provided by TLA without additional charge.

    “TLA Policies” means all the TLA policies set forth at https://app.syllohq.com/policies.

    “TLA Terms of Service” means TLA’s Terms of Service, as may be amended from time to time, and available in their latest form at https://app.syllohq.com/policies/terms-of-service.

    “Usage Data” means data generated in connection with any Customer’s and End User’s access and use of the Site, and data derived from it.

    “Violation Notice” means any notice or communication alleging a violation of law (including, without limitation, copyright infringement), or a violation of this Agreement, the TLA Terms of Service, or any TLA Policy.

  2. License and Services.
    1. Provision of Services. Subject to the terms and conditions of this Agreement, including timely payment of Fees, and the TLA Terms of Service, TLA shall, during the Agreement Term, provide the Services to Customer’s End Users for the Designated Case.

    2. Basic Site. The Basic Site may be used exclusively by End Users working on the Designated Case for the Permitted Use. Customer shall ensure that any End User’s login credentials to the Site are used by one person — i.e., a single login credential may not be shared by multiple people.

    3. Services Changes. TLA may make changes to the Site and the Materials from time to time for on-going improvement, provided that any such change shall not prevent TLA from providing the Services.

    4. TLA License and Rights.

      1. Customer grants TLA a limited, non-exclusive, worldwide license to access and use any Content posted by Customer or any of its End Users (i) for the purpose of providing the Services (including all the services and applications that are part of the Site), (ii) fixing any issues with the Site (or any part thereof), and (iii) as otherwise instructed by Customer or its End Users.

      2. Customer acknowledges and agrees that the TLA Terms of Service shall be binding on Customer and End Users, except that, to the extent the TLA Terms of Service conflict with the terms of this Agreement, the terms of this Agreement control.

      3. Without limitation, Customer consents to TLA (i) monitoring and tracking use of the Site to gather Usage Data, for the purpose of providing, managing, improving, and developing the Site, and to ensure compliance with applicable Law, and (ii) gathering, collecting, repurposing, analyzing, aggregating and otherwise using the Usage Data for its reasonable business purposes. Any Usage Data and Support Data shall be the sole property of TLA.

      4. Customer consents to TLA storing, processing, indexing, replicating, transferring, and otherwise manipulating Content posted by or accessible to End Users for the limited purpose of providing, maintaining or fixing the Site. Customer acknowledges and agrees that its Content, and Content of its End Users, will be stored on such third-party virtual servers, https://syllo.ai/wp-admin/profile.phpweb storage, and/or data indexing and search providers as determined by TLA in its sole discretion consistent with its data security policies.

      5. For the avoidance of doubt, TLA shall not use any (i) Usage Data or (ii) Content posted by Customer or its End Users in connection with any machine learning, artificial intelligence, or language model training, that is unrelated to the scope of the engagement effectuated under this Agreement.

      6. TLA reserves all rights not expressly granted herein.

    5. Feedback. TLA welcomes suggestions, comments and other feedback on the Services. If Customer or any of its End Users chooses to give TLA any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for TLA’s products or services (including the Site, any of its features, and any Beta Preview) (collectively, “Product Feedback”), Customer acknowledges and expressly agrees that any contribution of Product Feedback does not and will not give or grant Customer any right, title or interest in the Site or Materials or in any such Product Feedback. Customer agrees that any Alleged Feature Malfunction and any Feature Request from the Customer shall constitute Product Feedback. All Product Feedback becomes the sole and exclusive property of TLA, and TLA may use and disclose Product Feedback in any manner and for any purpose whatsoever without further notice or compensation to Customer and without retention by Customer of any proprietary or other right or claim.

  3. Customer Restrictions and Obligations.

    1. Acceptable Use, Limitations and Restrictions.

      1. Customer shall, and shall ensure its End Users, only use the Services for the Permitted Use. Customer shall not, and shall ensure its End Users do not, use the Site in violation of any other restrictions or limitations set forth herein or in the TLA Terms of Service, including the restrictions set forth in Section 4 of the TLA Terms of Service (“Limitations”), or any TLA Policy. Customer shall be solely responsible for its or its End Users’ breaches of such terms. Customer agrees that no End User shall have any claim, or shall bring an Action, against TLA for any use of the Site, or any arising in relation thereto; only Customer may have a claim, or bring an Action, against TLA.

    2. Responsibility for Content.

      1. TLA (i) is not liable or responsible for, and does not endorse, any Content Posted by any Person (including without limitation Customer, any other TLA customer, any end user, or End User, or other) or through artificial intelligence means, and (ii) may not be held liable, directly or indirectly, for any Liability caused to an End User, Customer, or any other Person in connection with any Content Posted to the Site.

      2. Customer is solely responsible for (i) the Content any of its End Users Posts or that is Posted using any of its End Users’ credentials, (ii) ensuring that the Content it or any of its End Users Posts to the Site (x) does not violate any applicable Law (including, without limitation, copyright laws, privacy laws and defamation laws), and (y) does not infringe upon the Intellectual Property Rights of any Person, and (iii) any losses resulting from such Content.

      3. Customer agrees that it, and its End Users, will not involve TLA in any Action, question, dispute or other matter regarding the ownership of, and intellectual property rights to, or licenses to, Content posted to the Site.

    3. Responsibility of Customer.

      1. Customer shall be entirely responsible for (i) any and all activities of its End Users, and any and all activities in, or on, such End Users’ accounts (whether or not performed, or engaged in, by the End User who was granted a Seat), (ii) use of the Site accessed with login credentials issued to End Users (whether or not accessed by the applicable End User), and (iii) all of its End Users’ actions (or lack of actions) with respect to the Site, including (without limitation) any misuses of Cases, Posting or misuse of Content (regardless of who Posted such Content), improper logins, or otherwise.

      2. Customer shall promptly notify TLA in writing of any suspected or actual Site misuses.

  4. Fees; Payment Terms.

    1. Fees.Payment pursuant to this Agreement shall be made in accordance with the Google Cloud Marketplace Terms of Service. Fees pursuant to this Agreement do not include any transaction taxes. Customer is responsible for paying all Taxes associated with Fees due pursuant to this Agreement, excluding income taxes imposed on TLA.

  5. Intellectual Property Rights

    1. Services and Materials. All right, title and interest in and to the Services, the Site, and the Materials, including all Intellectual Property Rights therein, are and will remain with TLA. Customer has no right, license or authorization with respect to any of the Services, the Site, or the Materials except as expressly set forth in Section 2.1 (License and Services), in each case subject to this Agreement. The Site and the Materials are protected by copyright, trademark, and other laws of the United States.

    2. Appearance and Code. The look and feel of the Site is copyright © TLATech, Inc. All rights reserved. Customer may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts of the Site without express written permission from TLA.

  6. Confidentiality and Security.

    1. Confidential Information. In connection with this Agreement, each Party or one of its affiliates (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party or one of its affiliates (as the “Receiving Party”). Subject to Section 6.2 (Exclusions), “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that is identified as confidential at time of disclosure or is disclosed under circumstances that would reasonably indicate confidential treatment, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, (i) all Content is and will remain the Confidential Information of Customer, (ii) the Services, the Site, and the Materials are and will remain the Confidential Information of TLA, and (iii) the terms of this Agreement are Confidential Information of both Parties.

    2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ breach of this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.

    3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

      1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

      2. as may be permitted by and subject to its compliance with Section 6.4 (Compelled Disclosures), not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 6.3 (Protection of Confidential Information); and (iii) are bound by confidentiality and restricted use obligations at least as protective as the terms set forth in this Section 6.3 (Protection of Confidential Information). Notwithstanding the foregoing, Customer may not disclose any Confidential Information of TLA to any competitor of TLA or permit access to any Confidential Information of TLA by any competitor of TLA;

      3. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care: (i) with respect to trade secrets, for so long as such trade secrets qualify as trade secrets under applicable Law, and (ii) with respect to all other Confidential Information, for such period as the information remains confidential; and

      4. ensure its representatives’ compliance with, and be responsible and liable for any of its representatives’ non-compliance with, the terms of this Section 6 (Confidentiality and Security).

    4. Compelled Disclosures.

      1. If Customer or any of its End Users or representatives is compelled by applicable Law or a regulator to disclose any Confidential Information of TLA then, to the extent permitted by applicable Law or such regulator, Customer shall: (i) promptly, and prior to such disclosure, notify TLA in writing of such requirement so that the Disclosing Party can oppose such disclosure; and (ii) provide reasonable assistance to TLA, at TLA’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If TLA waives compliance or Customer, after providing the notice and assistance required under this Section 6.4 (Compelled Disclosures), remains required by Law or such regulator to disclose any Confidential Information, Customer shall disclose only that portion of the Confidential Information that Customer is legally required to disclose and, on TLA’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

  7. Term and Termination.

    1. Agreement Term. This Agreement shall commence on the Effective Date and will renew monthly thereafter unless terminated earlier.

    2. Termination for Breach. A Party may terminate this Agreement for any reason by providing 30-days’ notice to the other Party, subject to the refund of any unearned Fees.

    3. Surviving Terms. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement shall survive any such expiration or termination.

  8. Representations and Warranties.

    1. TLA Representations, Warranties and Covenants. TLA represents, warrants and covenants to Customer, during the Agreement Term, that the Site will perform substantially in accordance with the specifications set forth in the Materials when under use by End Users in a manner that conforms to the terms and conditions of this Agreement and the Materials. Customer’s sole and exclusive remedy hereunder with respect to any failure of the Services to function in accordance with the specifications will be TLA’s commercially reasonable efforts to correct any breaches of the foregoing. The warranties set forth herein are made to and for the benefit of Customer only.

    2. Customer Representations, Warranties and Covenants. Customer represents, warrants and covenants to TLA, during the Agreement Term, that (i) Customer is responsible for use of the Services by its representatives and End Users, and for ensuring that its End Users comply with the terms of this Agreement and the TLA Terms of Service, (ii) Customer owns or otherwise has and will have the necessary rights and consents in and relating to Content as necessary in order to grant the rights to TLA contemplated by this Agreement and by the TLA Terms of Service, and (iii) the storage and processing of Content does not, and will not, cause TLA to suffer any liability for violation of any Person’s rights.

    3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES, THE SITE, AND THE MATERIALS ARE PROVIDED “AS IS” AND TLA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND TLA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

  9. Indemnification.

    1. TLA Indemnification.

      1. TLA shall indemnify, defend and hold harmless Customer from and against losses incurred by Customer arising out of or relating to any Action brought by a third party (other than an affiliate of Customer) against Customer to the extent that such losses arise from use of the Site and the Materials (excluding Content) that infringes an Intellectual Property Right of such third party.

      2. Any TLA obligation to indemnify, defend and hold harmless Customer or an End User will not apply in the event that a claim, Action or loss arises from or relates to:

        • Customer’s or an End User’s use of the Site or the Materials (i) in violation of applicable Law or (ii) not in accordance with the terms of this Agreement, the TLA Terms of Service, or the TLA Policies;

        • TLA’s compliance with specifications, requirements or requests of Customer, or of one of its End Users;

        • access to or use of the Services, the Site, or the Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in the Materials or otherwise in writing by TLA;

        • any modification, alteration, or conversion of the Services, the Site, or the Materials other than: (i) by TLA; or (ii) with TLA’s written approval in accordance with TLA’s written specification; or

        • Customer’s or one of its End User’s gross negligence or willful misconduct.

    2. Customer Indemnification.

      1. Customer shall indemnify, defend and hold harmless TLA and its affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, an “TLA Indemnitee”) from and against losses incurred by such TLA Indemnitee in connection with any Actions that arise out of or relate to: (i) Content posted by Customer or one of its End Users infringing the Intellectual Property Right of a third party, or which violates any other applicable Law (including, without limitation, privacy Laws, and intellectual property Laws); (ii) any action of its End Users using the Site, or any action taken on one of its End Users’ Accounts; (iii) Customer’s or any of its representative’s or End User’s breach of this Agreement (including failure to pay any Fees due hereunder), the TLA Terms of Service, the TLA Policies, or applicable Law; (iv) any dispute between Customer or an End User (on one hand) and another customer or another end user (including another End User) (on the other hand) in relation to the Site, or Content Posted therein; and (v) any failure by an End User to indemnify TLA for any losses owed by such End User to TLA.

      2. Customer’s obligation to indemnify TLA for any of its End User’s actions, breaches, indemnification obligations, or other, in each case, which arise from events or circumstances which occurred while the End User was in Customer’s employ shall remain in effect after an End User leaves Customer’s employ.

    3. Indemnification Procedure.

      1. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 9.1 (TLA Indemnification) or Section 9.2 (Customer Indemnification). The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 9.3 will not relieve the Indemnitor of its obligations under this Section 9 (Indemnification) except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

      2. If the Indemnitor elects not to compromise or defend such third party claim or fails to promptly notify the Indemnitee in writing of its election to defend without reservation of rights, the Indemnitee may pay, compromise, defend such third party claim and seek indemnification for any and all claims based upon, arising from or relating to such third party claim. However, no compromise or settlement may be effected by the Indemnitee without the Indemnitor’s consent unless (x) there is no finding or admission of any violation of Law or order of any governmental authority against the Indemnitor and (y) the Indemnitor is not bound by any liability or obligation with respect to such compromise or settlement. The Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnitor has failed to assume the defense thereof. With respect to any third party claim subject to indemnification under Section 9 (Indemnification), the Indemnitor shall keep the Indemnitee fully informed in all material respects of the status of such third party claim and any related proceedings at all stages thereof where the Indemnitee is not represented in the proceedings by its own counsel.

    4. THIS SECTION 9 (INDEMNIFICATION) SETS FORTH CUSTOMER’S SOLE REMEDIES AND TLA’S SOLE LIABILITY AND OBLIGATION WITH RESPECT TO ANY INDEMNIFICATION CLAIMS ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, INCLUDING FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES, THE SITE, AND THE MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.

  10. Limitation of Liability

    1. EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3 (EXCEPTIONS), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), OR LOSS OF PROFITS, REPUTATION, OR REVENUE, OR WASTED EXPENDITURE (INCLUDING MANAGEMENT TIME), IN EACH CASE, (I) DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SITE, MATERIALS, OR THE FAILURE OF ANY PARTY HEREUNDER TO PERFORM ITS OBLIGATIONS HEREUNDER, AND (II) WHETHER DIRECT OR INDIRECT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CUSTOMER’S (AND ITS END USER’S) INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO TLA OR ITS THIRD-PARTY SUPPLIERS.

    2. CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3 (EXCEPTIONS), IN NO EVENT WILL THE AGGREGATE LIABILITY OF TLA UNDER OR IN CONNECTION WITH THE SITE, THIS AGREEMENT, OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE LESSER OF (A) THE VALUE OF ALL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY, (B) $50,000 USD, OR (C) CUSTOMER’S ACTUAL DIRECT DAMAGES. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO CUSTOMER AND ITS AFFILIATES AND SHALL NOT BE CUMULATIVE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 10.2 SHALL NOT LIMIT OR OTHERWISE RELIEVE CUSTOMER OF ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

    3. Exceptions. The exclusions and limitations in Section 10.1 (Exclusion of Damages) andSection 10.2 (Cap on Monetary Liability) do not apply to: (i) breaches of Section 6 (Confidentiality) by Customer, (ii) fraud or fraudulent misrepresentation of either Party, or (iii) liability for willful misconduct.

  11. Disputes

    1. Informal Resolution. Before filing a claim against TLA, Customer shall attempt to resolve the dispute informally by sending TLA a written notice of dispute at dispute-notice@TLATech.io that includes such Customer’s name, the affected End User’s name (if applicable), a detailed description of the dispute, and the relief sought. TLA will contact Customer via email. If a dispute is not resolved within sixty (60) days after submission of the original dispute notice from Customer to TLA, Customer may bring a formal arbitration proceeding; provided that the Parties have acted in good faith to try to resolve the dispute informally. All claims or disputes brought against TLA, any notice of dispute, and any Violation Notice (in each case, by Customer or one of its End Users) alleging a violation of law by TLA, shall be brought, sent, and/or communicated to TLA on a confidential basis, and shall not be made public. Both Customer and TLA agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other Party.

    2. Waiver of Jury Trial.

      TLA AND CUSTOMER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THESE TERMS, CUSTOMER’S OR ITS END USERS’ USE OF THE SITE, ANY CONTENT ON THE SITE, OR OTHER MATTERS BETWEEN TLA AND CUSTOMER (OR ANY OF ITS END USERS) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TLA TERMS OF SERVICE, ANY TLA POLICY, CUSTOMER’S AND ITS END USERS’ USE OF THE SITE, ANY CONTENT ON THE SITE, OR OTHER MATTERS BETWEEN TLA AND CUSTOMER (OR ANY OF ITS END USERS).

    3. Mandatory Arbitration.

      TLA AND CUSTOMER AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

      1. Arbitration Agreement and Class Action Waiver. If the dispute remains unresolved sixty (60) days after a Party first contacts the other in writing (including email) under Section 11.1 (Informal Resolution), Customer and TLA agree to resolve any remaining dispute, controversy or claim (collectively, “Claim”) relating to the Site or Materials, and any use or access or lack of access thereto, will be resolved by arbitration. Customer and TLA agree that any Claim will be settled by final and binding individual arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this Section 11.3 (Mandatory Arbitration), and as of the date of these Terms). The arbitration shall take in New York county, New York. Because Customer contracts with TLA, these Terms, and this Section 11.3 (Mandatory Arbitration) concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. Customer understands that by agreeing to these Terms, Customer and TLA are each waiving the right to trial by jury or to participate in a class action or class arbitration.

      2. Exceptions. Notwithstanding the foregoing, Customer and TLA agree that the following types of disputes will be resolved in a court of proper jurisdiction:

        1. disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;

        2. disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or

        3. intellectual property disputes.

      3. Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if Customer demonstrates that any such costs and expenses owed by Customer under those rules would be prohibitively more expensive than a court proceeding, TLA will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

        Fees and costs may be awarded as provided pursuant to applicable Law. If the arbitrator finds that either the substance of Customer’s claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, the claiming party agrees to reimburse the responding party for all monies previously disbursed by the responding party that are otherwise the claiming party’s obligation to pay under the applicable rules. If the claiming party prevails in the arbitration and is awarded an amount that is less than the last written settlement amount offered by the responding party before the arbitrator was appointed, the claiming party will pay the responding party the costs incurred by the responding party after the offer was made. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

      4. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable Law, Customer and TLA each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). Customer and TLA AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. Customer and TLA EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, Customer and TLA agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, Customer and TLA can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

        IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

  12. Customer Exports of Content on the Site

    1. Notwithstanding any provision in this Agreement or the TLA Terms of Service to the contrary, Customer agrees that only the following data may be downloaded or exported from the Site by or on the behalf of Customer or any of its End Users:

      1. such data that can be exported by Customer or its End Users from the Site using the export and download tools that are available and authorized for use by Customer or its End Users on the Site at the time of the export request;

      2. documents that have been uploaded to the Site through the Case File application or the eDiscovery Application by Customer or any of its End Users; and

      3. text content that has been Posted to the Site by Customer or any of its End Users.

  13. Export Compliance.

    1. The Site and other technology TLA makes available, and derivatives thereof, may be subject to export Laws of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit End Users to access or use the Site outside of the United States, and never in a U.S. embargoed country or in violation of any U.S. export law or regulation.

    2. The exportation of the Site or Materials, and all related technology and information thereof, are subject to U.S. laws pertaining to export controls and trade and economic sanctions, including the U.S. Export Administration Act, Export Administration Regulations, the Export Control Reform Act, and the Office of Foreign Assets Control’s sanctions programs, and the rules and regulations promulgated from time to time thereunder.

  14. Miscellaneous.

    1. Use of Subcontractors. Customer consents to TLA engaging subcontractors to provide services on its behalf as TLA deems necessary or appropriate, in its sole discretion, to provide the Site or the Services.

    2. Contractual Relationship. The Parties are entering into this Agreement as independent contracting parties. Neither Party will have, or hold itself out as having, any right to incur any obligation on behalf of the other. This Agreement will not be construed to create an association, joint venture or partnership between the Parties.

    3. Notices. Any notice or other communication under this Agreement given by Customer to TLA will be effective when sent via email to legal@TLA.com. Any notice must specifically reference that it is a notice given under this Agreement.

    4. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

    5. Entire Agreement. This Agreement, together with any documents incorporated herein by reference (including the TLA Terms of Service and the TLA Policies referenced herein), constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

    6. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, TLA may assign this Agreement in its entirety, without the other Party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

    7. No Third-party Beneficiaries. Except as set forth in Section 9 (Indemnification), this Agreement is for the sole benefit of the Parties and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other entity or natural person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

    8. Modification, Amendment and Waiver. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties.

    9. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.

    10. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 (Intellectual Property Rights), Section 6 (Confidentiality and Security) or, in the case of Customer only, Section 3.1 (Acceptable Use, Limitation and Restrictions), may cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at Law, in equity or otherwise.

By clicking “Accept”, you acknowledge that you have read, understood, and agree to the terms and conditions of the Agreement, and hereby execute this agreement electronically, signifying your legal consent to be bound by its provisions.