OpenText Inc. eDiscovery SaaS Terms and Conditions

1. DEFINITIONS

1.1 "Authorized User": A single individual, employee, or contractor of Customer, authorized to access and use the Services indicated in an applicable Services Order, solely for the benefit of Customer. Each Authorized User is identified by Customer to OT and assigned a unique login name/password.

1.2 "OpenText Core eDiscovery Services": OT's eDiscovery services including online data hosting, processing, culling, filtering, consulting, electronic discovery, and document reproduction services, or other hosted eDiscovery services agreed upon by Customer and OT.

1.2.1 "OpenText Core eDiscovery Active Storage and Unlimited User Review": Provides Customer ongoing access and use of data stored by the OpenText Core eDiscovery Service. Customer is responsible for paying applicable storage fees for the entire calendar month in which Customer Data is stored.

1.2.2 "OpenText Core eDiscovery Archive Storage": Customer Data in an ECA, R&A, or Investigation database that is in a "turned off" status for the entire month.

1.2.3 "OpenText Core eDiscovery Analytics": Includes ECA access, data publishing/enrichment, and Predictive Coding. Data publishing/enrichment involves loading data, concept identification, and smart filters. Predictive Coding refers to machine learning and classification processes.

1.2.4 "OpenText Core eDiscovery Ingestion": Includes traditional processing and extraction of metadata, full text, and native files, including deNISTing and duplicate identification. Ingestion fees are chargeable in the calendar month data is ingested.

1.2.5 "OpenText Core eDiscovery Nearline Storage": Provides for ingested data segregated upon culling, moved to Nearline Storage status unless Customer requests permanent removal or selects Archived Storage.

1.2.6 "OpenText Core eDiscovery Production": Includes TIFFing, branding, Bates stamping, and native productions, along with unlimited non-production TIFFing and image productions, subject to a minimum charge.

1.3 "Customer Data": All digital information and content submitted to OpenText Core eDiscovery, OpenText Core Insight, or OpenText Core Legal Hold platforms by Customer or at the direction of Customer.

1.4 "Customer Representatives": Persons designated by Customer in writing, reasonably acceptable to OT, authorized to request Standard Technical Support.

1.5 "Documentation": User manuals, training manuals, operator instructions, and other written material furnished by OT.

1.6 "OpenText Core Insight Services": OT's proprietary OpenText Core Insight SaaS offering for online data hosting, processing, search, review, redaction, analytics, production, and site administration services.

1.7 "OpenText Core Legal Hold Service(s)": OT SaaS offering for OpenText Core Legal Hold notifications and related management storage.

1.7.1 "OpenText Core Legal Hold": A Legal Hold Service providing Customer access and use of the SaaS platform to place legal holds and send notifications.

1.8 "Service Fees": Fees payable for Services as set forth in the Services Order.

1.9 "Services Order" or "Order": The order form executed by authorized representatives of each party for Customer to order Services from OT.

1.10 "Services": Collectively, the OpenText Core eDiscovery Services, OpenText Core Insight Services, Open Text Core Legal Hold Services, and any other services purchased via a Services Order.

1.11 "Standard Technical Support": OT's standard technical support detailed at specified sites, as amended from time to time.

1.11.1 OpenText Core eDiscovery Services: [Link to PDF] https://www.opentext.com/file_source/OpenText/en_US/PDF/opentext-inc-discovery-axcelerate-on-demand-standard-technical-support-2018.pdf

1.11.2 OpenText Core Legal Hold Services: [Link to PDF] https://www.opentext.com/assets/documents/en-US/pdf/opentext-sla-standard-technical-support-policy-en.pdf

1.11.3 OpenText Core Insight Services: [Link to PDF] https://www.opentext.com/assets/documents/en-US/pdf/opentext-sla-standard-technical-support-policy-insight-services-en.pdf

1.12 "Standard Terms": The Open Text Inc. eDiscovery SaaS Terms and Conditions.

2. SCOPE OF THE AGREEMENT

2.1 Services: OT shall perform the Services in accordance with the Standard Terms. OT may engage third parties to perform services, who must comply with the Standard Terms.

2.2 Limited Use of Services and Documentation: a) OT grants Customer a non-exclusive, non-transferable, non-assignable, limited subscription to access and use the Services and Documentation for its legal matters. Customer and Authorized Users shall not provide access to third-party document review companies without OT's prior written consent. Services are provided only for Matters where OT's conflicts check is completed.

b) Customer shall not modify, alter, reverse engineer, disassemble, or decompile the Services, or use them to provide similar services, commercial timesharing, rental, or similar sharing arrangements.

c) Documentation may not be copied except for a reasonable number of copies necessary for Customer's use of the Services.

d) Customer shall maintain adequate records of compliance. Upon OT's request, Customer shall provide copies of these records. OT may audit Customer's compliance during regular business hours, subject to confidentiality obligations.

e) Each party reserves all rights not expressly granted and disclaims all implied licenses.

2.3 Restrictions on Use: Only Authorized Users may access the Services. Customer is responsible for the acts and omissions of its Authorized Users. Customer and its Authorized Users must adhere to the OT Acceptable Use Policy. [Link to Policy] https://www.opentext.com/file_source/OpenText/en_US/PDF/opentext-acceptable-use-policy.pdf

3. INVOICING, PAYMENT AND TAXES

3.1 Invoicing and Payment: Service Fees are due within thirty (30) days of the invoice date. Customer must object to invoices in writing within five (5) days. Overdue amounts bear interest at 1.5% per month or the maximum legal rate. OT may suspend Services if fees remain unpaid after a sixty (60) day cure period. Customer reimburses OT for costs incurred in collecting past due amounts.

3.2 Taxes: Fees listed in the Services Order do not include taxes. Customer shall pay or reimburse OT for all applicable taxes, except those based on OT's income. OT will use the billing information address for tax reporting.

4. SERVICES

4.1 Standard Technical Support Services: OT will provide Standard Technical Support provided Customer is not delinquent on payments. Additional technical support is provided on a time and materials basis.

4.2 Professional Services: OT will provide professional services as requested by Customer under a separate statement of work (SOW). The SOW terms govern. [Link to SOW Terms] https://www.opentext.com/agreements

5. OWNERSHIP, NONDISCLOSURE, AND PRIVACY

5.1 Ownership: a) Customer acquires only the right to use the Services and Documentation for its internal business operations. OT and its licensors retain all Intellectual Property rights. Unauthorized use constitutes a material breach.

b) The Services may include cloud infrastructure from Amazon Web Services, Inc. (AWS). Customer's access and use of AWS is governed by the AWS Customer Agreement. [Link to AWS Agreement] http://aws.amazon.com/agreement/

c) Portions of the software may incorporate free or open source software (FOSS). OT will obtain authorization for Customer to use FOSS. Third-party technology may also be necessary.

d) Developments conceived or reduced to practice by OT in providing Services are OT's exclusive property. OT may develop, use, market, and license Developments.

e) As between the parties, Customer owns all Customer Data and materials provided to OT. Customer Data remains Customer's sole and exclusive property.

5.2 Non-Disclosure: a) Parties may exchange confidential information ("Information").

b) "Information Specified": Includes information identified as "Confidential" or that a reasonable recipient would know to be confidential. This includes technology, data, processes, software, marketing, financial, and personnel information.

c) "Excluded Information": Information that was publicly known, independently developed, rightfully received from a third party, independently developed without access to the Information, or required to be disclosed by law.

d) Information remains the sole property of the Disclosing Party. Receiving Party shall use Information only for the purpose stated, restrict disclosure to employees with a need to know, advise employees of obligations, and maintain confidentiality with at least reasonable care.

e) Upon request, Receiving Party shall return or destroy all materials containing Information.

f) Results of benchmark tests may not be disclosed without OT's written consent.

g) Parties agree to hold each other's Information in confidence and not to make it available to third parties or use it for purposes other than the implementation of the Services Order.

5.3 Privacy: OT will comply with applicable data protection legislation and maintain measures to protect personal information. Customer's personal information will not be used by OT for any purpose other than as required by this Agreement or permitted by law. In the event of a breach, OT shall comply with legal requirements and notify Customer.

6. TERM AND TERMINATION

6.1 Term: The term of the Services Order begins on the Effective Date and continues until terminated.

6.2 Termination: OT may terminate upon written notice if Customer breaches the terms and fails to correct within thirty (30) days. Customer may terminate with five (5) business days written notice prior to the end of each month, subject to payment of all fees incurred prior to termination.

6.3 Effect of Termination: Termination does not limit remedies available to either party, nor does it relieve Customer's obligation to pay accrued fees.

6.4 Return of Documentation: Upon termination, Customer shall cease accessing Services and provide written confirmation of destruction or return of Documentation and all copies.

6.5 Return of Customer Data: Customer shall advise OT on return or destroy preference for Customer Data prior to the end of the Term. OT will provide a one-time data return service if requested prior to termination and Customer pays the applicable fee.

6.6 Suspension of Service: a) OT may suspend Customer's or an Authorized User's right to access or use the Service upon written notice if: i) Customer or an Authorized User violates obligations in Section 2.3. ii) Customer's Authorized User accounts have been compromised. iii) Activity under Customer or an Authorized User account may adversely impact the Service or OT's security practices.

OT shall not delete Customer Data during suspension. Access will be restored upon Customer's cure or OT's reasonable determination that security is no longer compromised.

7. INDEMNITY; WARRANTIES AND LIMITATIONS OF LIABILITY

7.1 Indemnity: a) OT will defend and indemnify Customer against third-party claims of infringement of United States copyright or patent, provided Customer notifies OT promptly, OT has sole control of the defense, and Customer provides necessary assistance.

b) OT is not liable for infringement claims based on (i) use of a superseded release, (ii) combination with non-OT programs or data, or (iii) unauthorized use, reproduction, modification, or distribution of the Services.

c) If OT believes an infringement claim is likely, OT may (i) modify the Services to be non-infringing, (ii) obtain a subscription for Customer, (iii) substitute the Services, or (iv) terminate the infringing Services and refund prepaid fees.

d) Customer shall defend and indemnify OT against claims arising from Customer's breach of Section 2.3 or third-party claims of legal malpractice or content-related issues arising from Customer's use of the Services.

7.2 Warranties: OT warrants that the Services will perform according to the associated Documentation when operated in accordance with the Documentation. OT does not warrant that the Services will meet Customer's requirements, operate in selected combinations, or be uninterrupted or error-free. OT will use commercially reasonable efforts to correct reported errors.

7.3 Limitations of Warranty: The warranty is exclusive and in lieu of all other warranties, express or implied, including implied warranties of merchantability, non-infringement, and fitness for a particular purpose.

7.4 Limitation of Liability: Neither party is liable for indirect, incidental, special, or consequential damages. OT's aggregate liability per order will not exceed fifty percent (50%) of total Service Fees invoiced by OT to Customer for the order during the preceding twelve (12)-month period, with a maximum aggregate liability of the total fees invoiced during the twelve (12) months preceding the most recent event causing liability.

8. GENERAL TERMS

8.1 Governing Law and Jurisdiction: The Services Order is governed by the laws of the State of Delaware. Disputes are subject to the exclusive jurisdiction of Delaware courts.

8.2 Notice: All notices must be in English and in writing. Notices are deemed received ten (10) days after mailing.

8.3 Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

8.4 Export: Customer agrees not to export or re-export the Services or Documentation without appropriate licenses and to comply with all applicable laws.

8.5 Government Rights: The Services and Documentation are commercial computer software and documentation developed at private expense and are proprietary to OT.

8.6 Uniform Computer Information Transactions Act: UCITA does not apply to the Services Order.

8.7 Nonassignability and Binding Effect: Rights granted are restricted to Customer and may not be assigned or transferred without OT's prior written permission, except in cases of merger, acquisition, reorganization, or sale of assets, provided the surviving entity is not a direct competitor.

8.8 Force Majeure: Neither party is liable for failure to perform obligations due to circumstances beyond its reasonable control, except for payment obligations.

8.9 Customer List: OT may refer to Customer as an OT customer in advertising and promotional materials.

8.10 Marketing Support: Customer agrees to provide quotes and support for press releases and case studies, subject to review and approval.

8.11 Remedies: Legal remedies for OT in case of Customer default are not adequate and may be specifically enforced. Remedies are cumulative.

8.12 No Legal Advice: Customer acknowledges that OT does not provide legal advice. Customer has the final decision-making authority regarding the utilization of the Services.

8.13 Entire Agreement: These Standard Terms, along with the Services Order(s) and attachments, constitute the entire agreement and supersede prior understandings. In case of conflict, the order of precedence is: Services Order, Standard Terms, other referenced documents.

8.14 Survival: Sections 2, 3.2, 5, 6, 7, and 8 survive termination or expiration of the Services Order.