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DocuSign Envelope ID: 91C2E157- 8278- 4CC8- BB64- 1C9F43AD2D28
<br />This Ipro Cloud Agreement ( "Agreement "), is made and
<br />entered into as of the Effective Date, as defined on the
<br />signature page attached hereto (the "Signature Page "), by
<br />and between Ipro Tech, LLC, an Arizona Limited Liability
<br />Company with principal offices located at 1700 N Desert Drive
<br />Suite 101, Tempe, AZ 85281 ( "IPRO ") and Customer, as
<br />defined on the Signature Page.
<br />DEFINITIONS. For the purpose of this Agreement, the
<br />following terms shall have the following meanings:
<br />Additional Professional Services (Optional). The optional
<br />services which may be provided to Customer under this
<br />Agreement, as set forth in Exhibit A as attached.
<br />Customer Content. Customer's data, including registration
<br />data supplied and input by or on behalf of Customer.
<br />Hosting Facilities. The centrally located hosting hardware,
<br />software and communications facilities necessary to make the
<br />IPRO Solution available to customers who have a connection
<br />to the Internet.
<br />Improvements. Enhancements, updates and upgrades to
<br />the IPRO Solution that IPRO makes generally and
<br />commercially available to other customers at no additional
<br />charge for the term of this Agreement.
<br />Products. The Automated Digital Discovery (ADD) platform
<br />and its associated components are designed for electronic
<br />data discovery, extraction, and processing to output a
<br />reviewable deliverable. Eclipse is an integral part of ADD that
<br />provides early insight into the size, scope and composition of
<br />data collections, designed for large- scale, hosted reviews.
<br />Site. The website where the Products are hosted and from
<br />where IPRO provides Customer access.
<br />Standard Business Hours. Ipro's standard business hours
<br />are Monday through Friday 8am to 5pm Arizona Time.
<br />IPRO Solution. Collectively, the Products, the Site, the
<br />Hosting Facilities or any component thereof including but not
<br />limited to associated materials or intellectual property,
<br />Improvements thereto, and /or third party products licensed by
<br />IPRO included therein.
<br />1. SERVICES.
<br />1.1 Service Periods. Subject to Customer's adherence
<br />to the terms and conditions of this Agreement, IPRO agrees
<br />to perform and to provide to Customer the Services set forth
<br />therein in Exhibit A.
<br />1.2 Media Handling and Service Periods. Customer
<br />may transfer Customer Content via Physical Media as
<br />outlined in Additional Services, Exhibit A. Media Handling
<br />requests are accepted during IPRO's Standard Business
<br />Hours. Media Handling requests submitted outside ]PRO's
<br />Standard Business Hours will result in an After Hours Service
<br />Fee, as set forth in Exhibit A.
<br />1.3 System Maintenance. A regular scheduled
<br />maintenance period for the environment will occur weekly
<br />from 8pm —12am AZ time every Saturday. Depending on the
<br />work performed, the maintenance may or may not impact user
<br />access to the environment. Extended maintenance periods
<br />may also occur and all customers will be notified at least 1
<br />week in advance as to the duration and impact. Should an
<br />emergency arise requiring an unscheduled maintenance
<br />period all customers will be notified as soon as possible with
<br />the duration and impact.
<br />2. CUSTOMER LICENSE. Subject to Customer's adherence to
<br />the terms and conditions of this Agreement, IPRO grants to
<br />Customer a limited, non - transferable and non - exclusive right
<br />to access and use the IPRO Solution in accordance with the
<br />terms of this Agreement, solely for Customer's own internal
<br />business purposes, hosted and maintained on IPRO's servers
<br />and other equipment, and made available to Customer
<br />through password - protected Internet access. Customer
<br />acknowledges that this Agreement is specific to the legal
<br />entity that has executed this Agreement and that Customer
<br />may not sublicense the IPRO Solution to any third parties,
<br />except as set forth herein. Customer may permit agents or
<br />contractors to use the [PRO Solution on behalf of Customer
<br />for the purposes set forth in this Agreement, subject to the
<br />terms and conditions of this Agreement, provided that
<br />Customer shall remain responsible for any such agents' or
<br />contractor's compliance with this Agreement in such use.
<br />Except for the Hosting Facilities, Customer will be fully
<br />responsible for all the necessary computer hardware,
<br />software, modems, and connections to the Internet and other
<br />items required for the access and use of the IPRO Solution.
<br />3. LICENSE LIMITATIONS. Customer agrees that it shall not
<br />itself, or through any subsidiary, affiliate, agent or other third
<br />party: (i) copy any portion of the IPRO Solution; (ii) attempt,
<br />or knowingly permit or encourage others to attempt to
<br />decompile, decipher, disassemble, reverse engineer or
<br />otherwise decrypt or discover the source code of all or any
<br />portion of the IPRO Solution; (iii) write or develop any
<br />derivative works based on the IPRO Solution; (iv) use any
<br />portion of the IPRO Solution in any manner except as
<br />expressly provided in this Agreement; (v) loan, rent, or lease
<br />the IPRO Solution or otherwise transfer or assign the right to
<br />use the IPRO Solution, except as stated herein or with IPRO's
<br />prior written consent; (vi) remove, modify or obscure any
<br />copyright, trademark or other proprietary rights notices that
<br />are contained in or on the IPRO Solution; (vii) publish or
<br />otherwise release any results of benchmark tests run on the
<br />IPRO Solution; or (ix) install or run through their Internet
<br />accessed account any applications which have not been
<br />provided by IPRO as part of the Services or approved through
<br />IPRO's third party application approval process.
<br />4. PROPRIETARY RIGHTS.
<br />4.1 Ownership. Customer acknowledges and agrees
<br />that this Agreement grants no title or right of ownership in or
<br />to the IPRO Solution, or any component thereof, and that
<br />IPRO and its licensors retain all right, title and interest in and
<br />to the IPRO Solution, including, but not limited to: (i) patent,
<br />copyright, trade secret and similar intellectual property rights
<br />in the IPRO Solution and underlying technology; (ii) all copies
<br />and derivative works thereof (by whomever produced) and (iii)
<br />the documentation. Customer shall not, at any time, take or
<br />cause any action, which would be inconsistent with or tend to
<br />impair the rights of IPRO or its licensors in the IPRO Solution.
<br />This Agreement does not grant to Customer any license under
<br />any patents or other intellectual property rights that IPRO may
<br />own, license or control, except the limited right to use the
<br />IPRO Solution as provided in this Agreement. Customer shall
<br />not alter or remove any of IPRO's proprietary or copyright
<br />notices, trademarks or logos.
<br />4.2 Customer Content. As between IPRO and
<br />Customer, Customer shall remain the sole owner of Customer
<br />
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