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This Subscriber Agreement (“Agreement”) is provided by The NGH Group, Inc. (“NGH” or “We”) to you, the Subscriber (“You,” “Your,” or the “Subscriber”) and describes the terms and conditions of the subscription provided to you by NGH. The Subscriber acknowledges that NGH is providing access to NGH’s ESI and Social Media Discovery Toolbox (“Toolbox”) pursuant to the terms and conditions outlined in this Agreement.

THE SUBSCRIPTION

1. GRANT OF LICENSE: We grant You a subscription-based, non-exclusive, worldwide, non-transferable, and non-sublicensable license to use Toolbox for Your legitimate business purposes. This Agreement may be terminated as described in the provision entitled “Termination for Breach” in this Agreement. Your Subscription is personal to you. You may access the Subscription on any computer system(s) or device(s) You select from time to time.

2. RESTRICTIONS: You may not remove any copyright or other proprietary rights notices contained in or placed upon the Subscription. You will not grant access to the Subscription service by any party or any natural or legal person not a party to this Subscription License Agreement.

You will not allow other persons to access Toolbox using your account credentials.

Multiple, unauthorized access sessions to Toolbox constitute a breach of this Agreement and NGH reserves the right to address such breach by summarily limiting or revoking violative access without liability and at Your expense.

You MAY utilize Toolbox to assist You in conducting legal discovery in the investigation, litigation, and settlement of any cases, matters, actions, or potential actions.

You MAY NOT: (a) reproduce, publicly display, publicly perform, distribute, or create derivative works from Toolbox source code or infrastructure; (b) provide third-parties with access to Toolbox under a service bureau, time sharing, or other arrangement; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or access any of Toolbox’s source code and/or human readable embodiment.

3. SUBSCRIPTION FEE: You agree to pay an annual, non-refundable flat fee of $495.00 (USD). Upon payment in full, the annual Effective Date of this Agreement commences.

4. LIMITATION OF LIABILITY / NO WARRANTY: By entering into the Agreement, NGH & the Subscriber expressly agree that: Toolbox is intended for use by attorneys and legal professionals practicing law in the United States of America and its territories. Nothing contained in Toolbox is, or should be interpreted as, legal advice. NGH is not a law firm, We are not giving legal advice. Toolbox provides information and forms that may be of assistance to attorneys and legal professionals in obtaining electronically stored information (“ESI”) from various parties in connection with litigated matters. The information provided herein is, by its nature, always changing. NGH makes reasonable efforts to ensure this information is accurate and up to date but makes no representation or warranty as to its currency, accuracy and/or completeness. By using the platform, You agree that NGH, its owners, employees, contractors, and agents shall have no liability whatsoever for any damages, actual or otherwise, arising from any use of the Toolbox. NGH, its owners, employees, contractors, and agents have no duty to defend or indemnify any subscriber in connection with the use of the subscription service.

Additionally, NGH, its owners, employees, contractors, and agents shall have no liability whatsoever for any damages, actual or otherwise, arising from Subscriber’s choice of computer or equipment and/or Subscriber’s choices regarding Toolbox access.
You accept full responsibility for the use of any information, guidance, forms, or data obtained from the Toolbox.

5. TERM AND TERMINATION: The term of this Agreement (together with any renewals) begins with payment in full (the “Effective Date”) and expires one year later with subsequent Effective Dates commencing with an automatic renewal accompanying payment in full for the upcoming annual term. NGH reserves the right to extend the term of service or propose limited offers for extended terms of service lasting for more than one year, from time to time, and upon terms that the NGH Group shall determine in its sole discretion.

6. TERMINATION FOR BREACH: If Subscriber violates the Restrictions in paragraph 2, NGH shall have the right to take immediate and summary action to limit or block access to Toolbox. In the event of any breach and following summary action, if the breach is not cured within thirty (30) days after the breaching party receives notice of the breach from the non-breaching party, the non-breaching party may then deliver a second notice to the breaching party immediately terminating this Agreement. Any failure or delay by a party in the performance of its obligations under this Agreement is not a default or breach of the Agreement or a ground for termination under this Agreement to the extent the failure or delay is due to elements of nature or acts of God, acts of war, terrorism, riots, revolutions, or strikes or other factor beyond the reasonable control of a party (each, a “Force Majeure Event”). The party failing or delaying due to a Force Majeure Event agrees to give notice to the other party which describes the Force Majeure Event and includes a good faith estimate as to the impact of the Force Majeure Event upon its responsibilities under this Agreement, including, but not limited to, any scheduling changes. However, should any failure to perform or delay in performance due to a Force Majeure Event last longer than thirty (30) days, or should three (3) Force Majeure Events apply to the performance of a party during any calendar year, the party not subject to the Force Majeure Event may terminate this Agreement by notice to the party subject to the Force Majeure Event.

7. Subscriber agrees to keep confidential all non-public information disclosed by NGH in connection with Toolbox.

8. The ESI Toolbox and The NGH Group names, logos, and other marks are trademarks and/or registered trademarks of The NGH Group, Inc. All trademarks / brand names / logos of Providers on the ESI Toolbox website are the property of their respective owners. None of the Providers whose tradenames / logos appear on ESI Toolbox have endorsed, sponsored or are affiliated with ESI Toolbox or The NGH Group.

9. ENITIRE AGREEMENT: This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter, including, without limitation, any invoices, business forms, purchase orders, proposals, or quotations. This Agreement may be amended only in a written document, signed by both parties.

10. GOVERNING LAW AND FORUM: All claims regarding this Agreement are governed by and construed in accordance with the Laws of the State of New York, applicable to contracts wholly made and performed in such jurisdiction.

11. ASSIGNEMENT: This Agreement binds and inures to the benefit of the parties’ successors and assigns. This Agreement is not assignable, delegable, sub-licensable or otherwise transferable by any party in whole or in part without the prior written consent of the other party (or parties). Any transfer, assignment, delegation, or sublicense by a party without such prior written consent is invalid. However, any party may assign this Agreement to a third party purchasing: (a) majority control of the party’s equity shares; or (b) all or substantially all of either (i) a party’s assets or (ii) the assets of the party’s relevant business unit under this Agreement.

12. NO WAIVERS, Cumulative Remedies; A party’s failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at Law or in equity, are cumulative and nonexclusive.

13. SEVERABILITY: If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.

14. NOTICES: All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight delivery to the address set forth in this Agreement by each party. Each party agrees to alert the other in the event of a change of address.

15. CAPTIONS and PLURAL TERMS: All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa.

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