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All-State Legal^® License Agreement

THIS LICENSE AGREEMENT (“AGREEMENT”) PROVIDES THE LEGAL TERMS AND CONDITIONS TO WHICH YOU MUST AGREE BEFORE USING ANY PRODUCTS (AS DEFINED BELOW) PROVIDED TO YOU (“YOU” OR “LICENSEE”) BY ALL-STATE LEGAL®, A DIVISION OF ALL-STATE INTERNATIONAL, INC. (“LICENSOR”). PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. BY USING, ACCESSING OR INSTALLING ANY OF THE PRODUCTS, YOU ARE MANIFESTING YOUR ASSENT TO THIS AGREEMENT AND CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. Definitions.

\t1.1.“Document” or “Documents” shall mean the output files in whatever format (e.g., PDF, Microsoft Word, etc.) as produced by Licensee or its End Users in using the Products.

\t1.2.“Effective Date” shall mean the earlier of: the date at which Licensee first pays the Fees for the Products on the XpressDox Publisher, or the date at which Licensee or any End User first uses, accesses or installs the Products licensed hereunder.

\t1.3.“End User” or “End Users” shall mean the individuals that are permitted to use the Products under a named account as designated by Licensee.

\t1.4.“XpressDox Publisher” shall mean XpressDox (Pty) Ltd, a third party that provides the Publisher platform on which the Products are hosted and/or distributed.

\t1.5.“XpressDox Publisher” shall mean the cloud-based platform owned and operated by XpressDox (Pty) Ltd, from which the Products may be purchased, licensed, accessed and/or downloaded by Licensee.

\t1.6.“Product” or “Products” shall mean all documents, files, formats, content, software, automation, templates, materials, user manuals or the like that are commercially licensed and distributed by Licensor including all upgrades or updates, whether used in the cloud or downloaded onto Licensees local computer.

2. License Grant.

Subject to the provisions of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts from Licensor, a term-limited, renewable, world-wide, non-exclusive, non-transferable and revocable license to use the Products. This grant of license is subject to the payment of the Fees (as defined herein), and is valid only during the Term (as defined herein). Under this Agreement:

\t2.1.Licensee and its End Users may use the Products under the usage restrictions for the number of End User licenses purchased (“Accounts”) on the XpressDox Publisher, only for the processing of Licensee's or End User’s own business. To the extent that any updates or upgrades to the Products become available during the Term, Licensee and its End Users may use and access such updates or upgrades as they become available on the XpressDox Publisher.

\t2.2.There are no restrictions on the computers on which the Products may be used or accessed, however, a given Account may not be used on more than one computer concurrently.For the avoidance of doubt, under no circumstances may a user ID or password for a given Account be shared or used by more than one person at the same time. Licensee may delete a particular End User’s Account, and then reassign that Account to a new End User (with a new user ID and password). Licensee is responsible for the security and protection of all Accounts, user IDs and passwords.

\t2.3.Notwithstanding whether or not any End User is an employee, partner, third party contractor, consultant or customer of Licensee; Licensee shall be solely responsible for the acts and omissions of all such End Users with respect to the Products, shall ensure that each End User acknowledges and agrees with this Agreement, and shall ensure that End User complies with this Agreement.

\t2.4.To the extent that any Products are downloaded to Licensee’s or an End User’s local computer, Licensee or such End User may make one copy of such Products solely for backup purposes. Any such backup copy of the Products must include all copyright notices and any other proprietary legends on the original copy of the Products.

\t2.5.Licensee and its End Users may freely use, copy and distribute any Documents produced with the Products to any third party or otherwise, so long as all Documents and copies thereof must include all copyright notices and any other proprietary legends as are placed on such Document as output from the Products.

3. License Restrictions.

Under this Agreement, Licensee may not:

\t3.1.Make or distribute copies of the Products other than as specified in Section 2;

\t3.2.Assign or transfer any licenses to the Products other than as specified in Section 2;

\t3.3.Decompile, reverse engineer, disassemble, or otherwise reduce the Products to a human perceivable form, except as permitted by law;

\t3.4.Attempt to remove any copyright notices, trademarks or other attribution to Licensor appearing on the Products, Documents or any materials and documentation provided therewith;

\t3.5.Rent, lease, sublicense or resell the Products;

\t3.6.Modify or create derivative works based upon the Products or any part thereof except as permitted herein;

\t3.7.Permit any third party to use the Products, or use the Products for purposes of processing the data of any third party; or

\t3.8.Use the Products to violate (intentionally or unintentionally) any applicable local, state, national or international law or regulation, including, but not limited to, U.S. export laws.

4. Term And Termination.

\t4.1.Term.This Agreement shall continue in force for an initial term of one (1) year/month from the Effective Date (“Initial Term”), and upon the expiration of this Initial Term, this Agreement shall be automatically renewed for successive one (1) year/month terms (each a “Renewal Term”), provided that Licensee has paid the Fees for the next Renewal Term in advance. This Agreement shall automatically terminate at the end of the Initial Term or the current Renewal Term as applicable if Licensee fails to pay the Fees for the next Renewal Term in advance. The Initial Term plus all successive Renewal Terms up until the date of expiration or termination shall be collectively referred to as the “Term” of this Agreement.

\t4.2.Termination for Cause. Either party will have the right to terminate this Agreement for cause at any time if the other party is in breach of any material term thereof, which such party fails to cure within thirty (30) days after receiving non-breaching party’s notice of the breach and intention to terminate. Such termination will become effective automatically upon expiration of the cure period in the absence of a cure. In the event that Licensee so terminates this Agreement for cause due to material breach by Licensor, Licensee will be entitled to a pro rata refund of the Fees for the current one year/month period actually paid by Licensee up to the date of termination. Licensee shall reimburse Licensor for its reasonable attorneys’ fees and costs in enforcing this Agreement.

\t4.3.Termination for Convenience. Licensee may terminate this Agreement at any time for convenience, however, no Fees shall be refundable upon such termination for convenience. Licensor may terminate this Agreement for convenience upon sixty (60) days’ notice to Licensee prior to the end of the Initial Term or current Renewal Term as applicable.

\t4.4.Effect of Termination. All rights in the Products granted to Licensee and/or its End Users hereunder shall cease upon any expiration or termination of this Agreement. Upon such expiration or termination, Licensee and/or its End Users shall immediately cease any use of the Products. Within ten (10) days after any such expiration or termination, Licensee shall return or destroy all copies of the Products it may possess and any other related Licensor confidential information or proprietary materials in its possession or control; and certify to Licensor in writing that it no longer retains any copies of such Products or materials. For the avoidance of doubt, there is no requirement to return any Documents to Licensor upon termination, and all Licensee or End User rights in such Documents shall continue after any expiration or termination of this Agreement.

5. Payments.

\t5.1.Fees. In consideration for the grant of license, and in consideration for Licensor’s other obligations herein, Licensee shall pay annual/monthly license fees (“Fees”) in advance of the next Renewal Period in the amounts specified on the XpressDox Publisher. Licensor may increase the Fees yearly/monthly in its sole discretion.

\t5.2.Billing.All Fees shall be payable via Licensee credit card. To the extent that Licensee has agreed to place its credit card number on file with XpressDox Publisher or Licensor, XpressDox Publisher or Licensor may bill such credit card annually/monthly automatically in advance of the next Renewal Period, and this Agreement shall continue for such additional Renewal Period. If Licensee does not place its credit card number on file with XpressDox Publisher or Licensor, then XpressDox Publisher or Licensor will notify Licensee in advance of the end of the current Initial Term or Renewal Term, and Licensee must manually pay for the next Renewal Period subscription via credit card in advance of the end of the current Initial Term or Renewal Term, subject to termination of this Agreement. Any Licensee failure to pay for the next Renewal Term prior to the beginning of such next Renewal Term shall result in termination of this Agreement at the end of the current Initial Term or Renewal Term.

\t5.3.Accounts.Licensee may request an increase in the number of Accounts by written notice and payment of additional Fees at any time, and may request a decrease in the number of Accounts only in advance of the expiration of the current Initial Term or Renewal Term as applicable.If Licensee so requests a decrease in the number of Accounts, then Licensee shall not be required to pay further Fees for such deleted accounts after the expiration of the current Initial Term or Renewal Term as applicable. The Annual/Monthly Fees for requests to increase the number of Accounts will be prorated to reflect the amount of time remaining in the current Initial Term or Renewal Term as applicable.[RJB1] For the avoidance of doubt, Licensee may not otherwise decrease the number of Accounts during the Term and/or receive any corresponding refund of fees.

\t5.4.Taxes.The Fees do not include any applicable federal, state or local taxes and any such taxes or governmental charges with respect to the Products, including sales or use taxes (but exclusive of income or corporate franchise taxes) (“Taxes”). All such Taxes shall be paid by Licensee.

6. Support.

\t6.1.Licensor shall provide email and telephone technical support to Licensee (“Support”) on a reasonable-efforts basis only and Licensee expressly acknowledges that Licensor may not be able to resolve every Support issue. The entire risk as to the quality and performance of Support is borne by Licensee. Should Support prove ineffective, Licensee assumes the entire cost of any service and/or repair. All Licensor Support is limited to Product use under the conditions and on operating systems for which the Products were designed.

\t6.2.Except as provided in Section 6.1, Licensor is not obligated to provide any other Support, on-site efforts, installation services, training services or maintenance services for the Products. Licensee is responsible for all costs of installation and training. Licensor may but is in no way obligated to issue Product updates or upgrades or make any other changes or modifications to the Products. Licensor reserves the right, with or without prior notice, to discontinue the Products or to revise the Products.

7. Proprietary Rights.

\t7.1.Regardless of who owns any platform or media on which the Products reside, or of the means by which the Products are distributed, the Products expressly remain the intellectual property of Licensor and its licensors except for any portions of the Products that may be in the public domain, and Licensor retains all right, title and interest in and to the Products and all copies thereof. Licensor expressly reserves all rights not specifically granted in this Agreement.

\t7.2.ALL-STATE LEGAL® is a registered trademark of Licensor (the “Mark”). Licensor hereby grants to Licensee and its End Users the right to reproduce the Mark on all Documents created using the Products. Except for the foregoing, no right, license or interest to such trademark is granted hereunder, and Licensee agrees that no such right, license or interest shall be asserted by Licensee or any End User with respect to such Mark.

8. Warranty Disclaimers.

\t8.1.Licensor expressly makes no warranties regarding protection of Licensee or End User data, and bears no responsibility for establishing procedures for the creation of back-up copies or security of Licensee data or other information.

\t8.2.Licensee expressly understands and agrees that Licensor does not provide legal advice under any circumstances, and makes no warranties regarding legal advice, the correctness of the Products for legal use, or whether any use of the Products is appropriate to Licensee or End User needs or purposes.

\t8.3.THE PRODUCTS ARE PROVIDED "AS IS", AND LICENSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

9. Limitation Of Liability.

\t9.1.UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE PARTY WITH THE ALLEGED LIABILITY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

\t9.2.Under no circumstances shall Licensor’s aggregate liability hereunder for any form of damages exceed the Fees paid during the most recent one (1) year/month period.

\t9.3.The Products are intended for use by licensed attorneys or their employees under such attorneys’ supervision only. Licensee agrees that only an attorney can determine if the Products or any parts thereof are appropriate for legal use. Licensee thus expressly agrees that Licensor shall have no liability for any such use, and Licensor hereby disclaims any and all loss or damages caused by or resulting from use of the Products. Licensee and/or its End Users shall be solely responsible for any use of the Products in their respective operations. Licensee and/or its End Users shall be responsible for verifying and validating the correctness of any output Documents resulting from use of the Products for any legal, business or other purposes.

10. Indemnification.

Licensee agrees that Licensee shall indemnify, defend and hold Licensor harmless against any and all liabilities, damages, costs and expenses (including all legal and professional fees) arising out of or relating to any claim, action, suit, complaint or other proceeding (“Claims”) brought by a third party arising out of any use of the Products and relating to: (i) professional malpractice, (ii) any breach of any of the representations, obligations, terms, or conditions of this Agreement by Licensee or its End Users; (iii) the conduct of the Licensee or its End Users in performing actions or business pursuant to this Agreement; (iv) the failure of Licensee or its End Users to comply with applicable federal, state, or municipal laws regulations, guidelines or policies; or (v) any act or omission of the Licensee or its End Users arising, either directly or indirectly, under or pursuant to this Agreement. Licensor reserves the right at its option to control all litigation involving any Claims hereunder.

11. General.

\t11.1.Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

\t11.2.Notices. Any notice, request, consent, demand or other communication required or permitted to be given by this Agreement shall be in writing. The parties agree that electronic records in accordance with the requirements of applicable governing law (e.g., the federal E-SIGN act) satisfy the requirement for notices to be in writing under this Agreement. Either party may give notice by means of electronic mail to an e-mail address as provided and agreed to by the other party to be suitable for receiving such notices hereunder. Either party may also elect to give notice by written communication sent by recognized overnight delivery service or first class mail or pre-paid post to the addresses identified below. Any written notice delivered personally shall be deemed communicated as of actual receipt; and notices sent by mail shall be deemed to have been given three (3) calendar days (excluding Saturdays, Sundays and national holidays) after the time when the same was deposited in the mail as set forth in the preceding sentence; and notices sent by email shall be deemed to have been given twelve (12) hours after sending.

\t11.3.Force Majeure. Except for the payment of Fees, each party shall be excused from performing any of its obligations hereunder, in whole or in part, as a result of delays caused by the other party or a third party or by an act of God, war, riot, civil commotion, explosion, fire, government action, court order, epidemic or other circumstance beyond its reasonable control If any of the above-enumerated circumstances prevent, hinder or delay performance of either party’s obligations hereunder for more than thirty (30) calendar days following written notice of the circumstance, the party not prevented from performing shall have the right to terminate this Agreement without liability or penalty as of the date specified by such party in a written notice of termination to the other party.

\t11.4.Binding Nature. Subject to all other provisions herein contained, this Agreement shall be binding on the parties and their successors and permitted assigns.

\t11.5.Assignment.Licensee shall not assign or otherwise transfer this Agreement, or any part hereof, nor delegate any of its duties hereunder, whether by operation of law or otherwise, to any third party or affiliate without the prior written consent of the Licensor. Notwithstanding the foregoing, either party (but not End Users) may assign or otherwise transfer this Agreement to a third party without requiring consent from the other party in the event of a sale, merger or other divestiture of substantially all of that party’s assets to such third party, and the existence and terms of this Agreement may be disclosed in confidence to such third party for the sole purpose of effecting such assignment or transfer, provided that the assigning party must give notice of any such assignment or transfer to the other party at least sixty (60) days prior to the time at which such assignment or transfer shall take effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each of the parties and their respective successors and permitted assigns, and shall not otherwise give rise to any rights to parties other than the immediate parties hereto, including but not limited to third party beneficiary rights.

\t11.6.Severability.If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but the Agreement shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable.

\t11.7.Waiver.No delay or omission by either party hereto to exercise any right occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained.

\t11.8.Governing Law; Exclusive Jurisdiction. This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by, construed and enforced in accordance with the law of the State of New Jersey (excluding any conflict of laws provisions of the State of New Jersey that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement shall be brought in the state courts of New Jersey. Each of the parties consents to the exclusive personal jurisdiction and venue of the state courts located in New Jersey.

\t11.9.No Construction Against Drafter. The parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.

\t11.10.Entire Agreement; Modification. This Agreement sets forth the entire, final and exclusive agreement between the parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties. This Agreement may be modified only pursuant to a writing executed by authorized representatives of the parties. The parties expressly disclaim the right to claim the enforceability or effectiveness of: (a) any oral modifications to this Agreement; and (b) any other amendments that are based on course of dealing, waiver, reliance, estoppel or other similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section.

\t11.11.No Third Party Beneficiaries. Nothing in this Agreement shall create any rights in any third party beneficiaries, and Licensor has no obligation to any third party by virtue of this Agreement.

\t11.12.Licensee agrees that the Products qualifies as a "commercial item" as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, or if this Agreement is direct, Government end users will acquire, the Products with only those rights set forth in this Agreement. Use of either the Products constitutes agreement by the Government that the Products is "commercial computer software" and/or "commercial computer software documentation," and constitutes acceptance of the rights and restrictions herein. The manufacturer is Licensor as identified herein.

\t11.13.Headings. The paragraph headings of this Agreement are for convenience and shall be given no legal significance.

\t11.14.Survival. The following sections shall survive any termination of this Agreement: 1 (Definitions), 4.4 (Effect of Termination), 7 (Proprietary Rights), 8 (Warranty Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 11 (General).

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All-State Legal® License Agreement

All-State Legal^® License Agreement

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