Worklution Inc. SaaS Agreement

LAW FIRM SAAS AGREEMENT

1. This Law Firm SAAS Agreement ("Agreement") is entered into as of the date of acceptance (the "Effective Date") by and between Worklution, Inc., a Delaware corporation ("Provider"), with an address of 16192 Coastal Hwy, Lewes, DE 19958, and the law firm, barred lawyer, or legal entity completing the registration process ("Law Firm"). Each of Provider and Law Firm may individually be referred to as a "Party" and together as the "Parties." All exhibits, attachments and appendices attached hereto are hereby incorporated by reference.

2. SAAS SERVICES AND SUPPORT

2.1 Access and Use. Subject to the terms and conditions of this Agreement, Provider hereby grants Law Firm, and its employees (each, a “User”), a limited, revocable, non-exclusive, non-transferrable, non-sublicensable right to access and use Provider’s proprietary platform (the “Platform”) for storing information about Law Firm’s clients or potential clients (“Clients”), during the Subscription Period (as defined below), solely for use by the Users in accordance with the terms and conditions herein (collectively, the “Services”). Law Firm shall be liable for all acts and omissions of Users as if Law Firm performed such acts and omissions itself. Each User is responsible for maintaining the confidentiality of its password and account details, if any, and are fully responsible for any and all activities that occur under its password or account. Law Firm shall (a) immediately notify Provider of any unauthorized use of a User’s password or account or any other breach of security, and (b) ensure that each User exit from their account at the end of each session when accessing the Service.

2.2 Documentation License. Provider hereby grants to Law Firm a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use any manuals, instructions, or other documents or materials that the Provider provides or makes available to Law Firm in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof (the “Documentation”) during the Subscription Period solely for use by the Users in accordance with the terms and conditions herein in connection with its use of the Services.

2.3 Support. Subject to the terms and conditions of this Agreement, Provider will use commercially reasonable efforts to provide Law Firm the Services during the Subscription Period, as well as reasonable technical support for such Services.

2.4 Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Law Firm’s and any User's access to any portion or all of the Services if: (a) Provider reasonably determines that (i) there is a threat or attack on any of the Provider Materials (as defined below); (ii) Law Firm’s or any User's use of the Provider Materials disrupts or poses a security risk to the Provider Materials or to any other customer or vendor of Provider; (iii) Law Firm, or any User, is using the Provider Materials for fraudulent or illegal activities; (iv) subject to applicable law, Law Firm has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) Provider's provision of the Services to Law Firm or any User is prohibited by applicable law; (b) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Law Firm to access the Services; or (c) in accordance with Section Error! Reference source not found. (any such suspension described in subclause (a), (b), or (c), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any SaaS Service Suspension to Law Firm and to provide updates regarding resumption of access to the SaaS Services following any SaaS Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the SaaS Services as soon as reasonably possible after the event giving rise to the SaaS Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Law Firm or any User may incur as a result of a SaaS Service Suspension.

3. CLIENT INFORMATION.

3.1 Code Generation. Provider will provide Law Firm with a list of unique codes, or parameters for Law Firm to generate its own unique codes (each, a “Code”), during the Subscription Period. Law Firm may distribute such Codes to its Clients in Law Firm’s sole discretion. If Law Firm has issued all Codes available to it, Law Firm will communicate as much to Provider in a timely fashion and Provider will use commercially reasonable efforts to issue additional Codes to Law Firm.

3.2 Use of Code. Upon engaging with the Client portion of the Platform, a Client may be provided the opportunity to enter a Code. If the Code entered by a Client matches one of the Codes issued by Provider to Law Firm, any information entered into the Platform by Client (“Client Information”) will become accessible to Law Firm.

3.3 Privileged Information. Provider will treat all Client Information as attorney-client privileged information between Client and Law Firm. If Law Firm discovers that any Client Information available to it on the Platform does not pertain to one of Law Firm’s Clients, or is reasonably likely to belong to a clients of a different law firm, Law Firm shall immediately notify Provider in writing. Client acknowledges and agrees that Provider’s handling of Client Information as described in this Agreement does not breach, destroy or otherwise compromise attorney-client privilege of any Client Information. Law Firm acknowledges that each Client will need to agree to, and will be subject to, Provider’s terms of service agreement.

4. RESTRICTIONS AND RESPONSIBILITIES

4.1 Restrictions. Law Firm will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”, and together with the Services and Documentation, the “Provider Materials”); (b) modify, translate, or create derivative works based on the Provider Materials (except to the extent expressly permitted by Provider or authorized within the Services); (c) use the Provider Materials for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels that appear on the Provider Materials and shall reproduce such notices or labels on all copies of the Provider Materials; (e) use the Provider Materials to develop an electronic platform in competition with the Services; or (f) use the Provider Materials except as expressly permitted by this Agreement.

4.2 Reservation of Rights. Provider reserves all rights not expressly granted to Law Firm in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Law Firm or any third party any intellectual property rights or other right, title, or interest in or to the Provider Materials.

4.3 Export Controls. Further, Law Firm may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

4.4 Equipment. Law Firm shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Law Firm shall also be responsible for maintaining the security of the Equipment, Law Firm account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Law Firm account or the Equipment with or without Law Firm’s knowledge or consent.

5. CONFIDENTIALITY.

5.1 Confidentiality. Each Party (the “Receiving Party”) will take reasonable steps to protect the proprietary and confidential information and materials (the “Confidential Information”) provided by the other party or its representatives (the “Disclosing Party”) from improper disclosure or use. For clarity, Confidential Information of Provider includes non-public information regarding features, functionality and performance of the Service, and Confidential Information of Law Firm includes non-public data provided by Law Firm to Provider to enable the provision of the Services (“Law Firm Data”).

5.2 Exceptions. “Confidential Information” does not include (a) information known to the Receiving Party prior to the provision of such information by the Disclosing Party, (b) information that are now or later become publicly known without breach of this Agreement by the Receiving Party, (c) information provided to the Receiving Party by a third party who, to the knowledge of the Receiving Party, was not bound by a duty of confidentiality to the Disclosing Party, or (d) information independently developed by the Receiving Party without any use of or reference to any Confidential Information disclosed by the Disclosing Party.

5.3 Survival. The obligations pursuant to this Section survive the termination or expiration of this Agreement for five (5) years, except for Confidential Information that is being protected as a trade secret in which case such obligations survive for the longer of (a) five (5) years from termination or expiration of this Agreement, and (b) so long as the Confidential Information is being protected as a trade secret.

5.4 Protection; Non-Use. The Receiving Party shall not without prior written consent of the Disclosing Party, directly or indirectly, disclose or make available, in whole or in part, the Disclosing Party’s Confidential Information, other than to the Receiving Party’s employees and contractors who need to know such Confidential Information and have executed written agreements with the Receiving Party respecting such Confidential Information in the manner set forth herein. The Receiving Party shall protect the Disclosing Party's Confidential Information with at least the same standard the Receiving Party uses to protect its own Confidential Information of similar nature and value, but in no event less than a reasonable standard of care. The Receiving Party may only use the Disclosing Party’s Confidential Information as necessary to perform its obligations or exercise its rights under this Agreement.

5.5 Compelled Disclosure. Notwithstanding anything to the contrary herein, the Receiving Party may disclose the Disclosing Party’s Confidential Information as require by judicial process or otherwise by law; provided that prior to such disclosure the Receiving Party (a) promptly notifies the disclosing party of any actual or threatened legal compulsion of disclosure and any actual legal obligation of disclosure, and (b) cooperates with the Disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure.

6. INTELLECTUAL PROPERTY

6.1 Law Firm Data. As between the Parties, Law Firm shall exclusively own all right, title and interest in and to the Law Firm Data.

6.2 Provider Proprietary Materials. As between the Parties, Provider shall own and retain all right, title and interest in and to (a) the Provider Materials, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Provider Materials, and (c) all intellectual property rights related to any of the foregoing. With respect to materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider (collectively, “Third-Party Materials”), all applicable third-party providers own all right, title and interest, including all related intellectual property rights, in and to the Third-Party Materials. Law Firm has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 0 or the applicable third-party license, in each case subject to Section 3. All other rights in and to the Provider Materials are expressly reserved by Provider.

6.3 System Data. Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (but expressly excluding the Client Information and Law Firm Data), and Provider will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Provider offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

6.4 Feedback. Law Firm may from time to time provide Provider suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Provider Materials or Services. Provider will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Provider will have the full, unencumbered right, without any obligation to compensate or reimburse Law Firm, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

7. FEES

7.1 Fees. Law Firm will pay Provider the fees (the “Fees”) corresponding to the subscription plan (the “Subscription Plan”) selected by Client in the Platform, in advance, in accordance with the terms herein. To the extent the Services or any portion thereof is made available for any fee, Law Firm may be required to select a payment plan and provide information regarding Law Firm’s payment instrument, including at the beginning of the Trial Subscription Period[NW1] . Law Firm represents and warrants to Provider that such information is true and that Law Firm are authorized to use the payment instrument. Law Firm will promptly update its account information with Provider or the applicable payment processor, as applicable, of any changes (for example, a change in your billing address) that may occur. Law Firm agrees to pay Provider the amount that is specified in the payment plan in accordance with the terms of such plan and this Agreement. If the payment plan includes an ongoing subscription that is automatically renewed periodically, Law Firm hereby authorizes Provider (through the payment processor) to bill Law Firm’s payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until Law Firm terminates its account, and Law Firm further agrees to pay any charges so incurred. If Law Firm disputes any charges, Law Firm you must let Provider know within sixty (60) days after the date of the disputed charge. Provider reserves the right to change its prices. If Provider does change prices, it will provide notice of the change through the Platform user interface, a pop-up notice, email, or through other reasonable means, at Provider’s option, at least thirty (30) days before the change is to take effect. Law Firm’s continued use of the Services after the price change becomes effective constitutes Law Firm’s agreement to pay the changed amount.

7.2 Payment Processing. Notwithstanding any amounts owed to Provider hereunder, Provider does not process payment for any Services. To facilitate payment for the Service via bank account, credit card, or debit card, Provider uses Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”). If Law Firm uses the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. Law Firm hereby authorizes Stripe to store and continue billing Law Firm’s specified payment method even after such payment method has expired, to avoid interruptions in payment for Law Firm’s use of the Service. Please contact Stripe for more information. Provider assumes no liability or responsibility for any payments Law Firm makes through the Service.

7.3 Taxes. All Fees and other amounts payable by Law Firm under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Law Firm is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Law Firm hereunder, other than any taxes imposed on Provider’s income.

7.4 No Deductions or Setoffs. All amounts payable to Provider under this Agreement shall be paid by Law Firm to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).

8. TERM AND TERMINATION

8.1 Term. This Agreement shall become effective as of the Effective Date. The Services may be provided to Law Firm during the first thirty (30) days (“Trial Subscription Period”) at no cost, after which time the Law Firm’s access to the Services shall automatically renew on a month-to-month basis (each, a “Renewal Subscription Period” and together with the Trial Subscription Period, the “Subscription Period”). Law Firm may, at any time terminate the Subscription Plan and provision of the Services, as selected within the Platform. If Law Firm terminates the Subscription Plan, Law Firm shall be provided access to the Platform only for the Renewal Subscription Period(s) already paid for, and no refunds will be provided to Law Firm under any circumstances.

8.2 Termination. In addition to any other remedies Provider may have, in the event of a material breach of this Agreement, Provider may terminate the Subscription Plan upon written notice to Law Firm if such breach (a) is uncurable, or (b) if capable of being cured, remains uncured thirty (30) days after written notice is provided to Law Firm, reasonably specifying the nature of such breach. Provider may also terminate the Subscription Plan on thirty (30) days’ prior written notice to Law Firm, and thereafter any pre-paid but unused Fees will be returned to Client. After the expiration or termination of the Subscription Period, Law Firm shall have fifteen (15) days to access the Platform to retrieve or export any Law Firm Data. After this time, Provider may delete the Law Firm Data in accordance with this Agreement.

9. WARRANTY AND DISCLAIMER

9.1 Mutual. Each Party represents and warrants to the other Party that: (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; (c) this Agreement constitutes a legal, valid and binding obligation when signed by each Party; and (d) the person signing this Agreement has the required power and authority to bind such Party to this Agreement.

9.2 Provider. Provider shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services during the Subscription Period in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Provider or by third-party providers, or because of other causes beyond Provider’s reasonable control, but Provider shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

9.3 Law Firm. Law Firm represents, warrants and covenants that it has obtained all rights, licenses and consents necessary to provide the Law Firm Data to Provider, and for Provider to collect the Client Information from Clients, for the purposes described hereunder.

9.4 Disclaimer. NOTWITHSTANDING THE FOREGOING, Provider does not MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OR ARISING BY CUSTOM OR TRADE SUAGE, WITH RESPECT TO THE ITEMS OR RIGHTS PROVIDED UNDER THIS AGREEMENT, OR IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND THAT the Services will be uninterrupted or error free.

10. INDEMNIFICATION

10.1 Indemnification by Provider. Provider will defend Law Firm and the officers, directors, agents, and employees of Law Firm (“Law Firm Indemnified Parties”) against any third-party claim, allegation or legal action (a “Claim”) arising from an allegation (a) that Law Firm’s authorized use of the Provider Materials infringes or misappropriates any U.S. patent, copyright or trade secret of a third party (except for claims for which Provider is entitled to indemnification under Section 10.3, in which case Provider will have no obligations with respect to such claim), or (b) Provider’s gross negligence or willful misconduct. Further, Provider will indemnify and hold the Law Firm Indemnified Parties harmless against any damages actually awarded or paid as part of a settlement approved by Provider in connection therewith, including any reasonable attorneys’ fees. Notwithstanding the foregoing, Provider’s indemnification obligations will not apply to Claims to the extent arising from (x) modification of the Provider Materials by any party other than Provider; (y) the combination, operation, or use of the Provider Materials with other product(s), data or services where the Provider Materials would not by itself be infringing; or (z) unauthorized or improper use of the Provider Materials.

10.2 Self-Help. If the use of the Provider Materials by Law Firm has become, or in Provider’s opinion is likely to become, the subject of any claim of infringement, Provider may at its option and expense (a) procure for Law Firm the right to continue using the Provider Materials as set forth hereunder; (b) replace or modify the Provider Materials to make it non-infringing so long as the Provider Materials has at least equivalent functionality; or (c) substitute an equivalent for the Provider Materials. If options (a)-(c) are not reasonably practicable, Provider may terminate this Agreement and issue Law Firm a pro-rata refund of the pre-paid but unused fees. This Section 10 states Provider's entire obligation and Law Firm’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

10.3 Indemnification by Law Firm. Law Firm will defend Provider and the officers, directors, agents, and employees of Provider (“Provider Indemnified Parties”) against any Claims arising from (a) any use or disclosure by Law Firm of the Provider Materials in violation of this Agreement, (b) Law Firm’s gross negligence or willful misconduct, or (c) Provider’s use of the Law Firm Data and Client Information as authorized by Law Firm hereunder. Further, Law Firm will indemnify and hold the Provider Indemnified Parties harmless against any damages actually awarded or paid as part of a settlement approved by Law Firm in connection therewith, including any reasonable attorneys’ fees.

10.4 Procedure. If a Party (the “Indemnified Party”) becomes aware of any matter for which it believes it should be indemnified or defended under Section 10.1 or Section 10.3, as applicable, by the other Party (the “Indemnifying Party”) involving any Claim, the Indemnified Party will give the Indemnifying Party prompt written notice of such Claim, and the Indemnifying Party will have sole control of the defense of any Claim, with counsel of its own choosing and at its own expense. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Claim with counsel of its own choosing. Any compromise or settlement of a Claim that does not fully and completely absolve the Indemnified Party of all liability related to the Claim will require the prior written consent of both Parties.

11. LIMITATION OF LIABILITY

11.1 Disclaimer of Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A PARTY’S (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR (C) VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF VENDOR HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

11.2 General Cap on Liability. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A PARTY’S (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR (C) VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCLUDING LAW FIRM’S PAYMENT OBLIGATIONS, EXCEED THE AGGREGATE FEES PAID BY LAW FIRM TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT.

11.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement and the performance thereof shall be governed interpreted, construed and regulated by the laws of the State of North Carolina without reference to its choice of law rules. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Mecklenburg County, North Carolina, and each party hereby submits to the in personem jurisdiction and venue of those courts and agree that any dispute must be filed in those courts and no other.

12.2 Assignment. Law Firm may not assign or transfer this Agreement in whole or in part, without the prior written consent of Provider. Any attempted assignment, delegation or transfer by a party in violation hereof shall be null and void. Provider may assign or transfer this Agreement without Law Firm’s consent. Subject to the foregoing, this Agreement shall be binding on the Parties and their successors and permitted assigns.

12.3 No Waiver. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights hereunder shall not waive such rights and such Party shall have the right to enforce such rights at any time.

12.4 Entire Agreement. This Agreement contains all agreements, promises and understandings between Provider and Law Firm regarding the subject matter of this Agreement, and no oral agreement, promises or understandings shall be binding upon either the Provider or Law Firm in any dispute, controversy or proceeding.

12.5 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

12.6 Force Majeure. Each Party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service (except for any payment obligation hereunder), in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party’s financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event.

12.7 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever.

12.8 No Amendments. This Agreement may not be amended or varied except in a writing signed by all Parties. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns hereto.

12.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement.

EXHIBIT A
DATA PROCESSING ADDENDUM

This agreement is dated: [DATE] (“DPA Effective Date”).

PARTIES

(1) [FULL COMPANY NAME], a [STATE OF ORGANIZATION] [TYPE OF ENTITY] (the “Law Firm”).

(2) Worklution, Inc., a Delaware corporation (the “Provider”).

RECITALS

WHEREAS, the Law Firm and the Provider entered into that certain Order Form (the “Master Agreement”) that may require the Provider to process Personal Information provided by or collected on behalf of the Law Firm; and

WHEREAS, this Data Processing Agreement (the “DPA”) sets out the additional terms, requirements, and conditions on which the Provider will obtain, handle, process, disclose, transfer, or store Personal Information when providing services under the Master Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this DPA.

“Business Purpose” means the services described in the Master Agreement or any other purpose specifically identified in Appendix 1.

“Data Subject” means an individual who is the subject of the Personal Information and to whom or about whom the Personal Information relates or identifies, directly or indirectly.

“Personal Information” means any information the Provider processes for the Law Firm that (a) identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in the Provider’s possession or control or that the Provider is likely to have access to, or (b) the relevant Privacy and Data Protection Requirements otherwise define as protected personal information. For clarity, Client Information shall be treated as Personal Information.

“Processing, processes, or process” means any activity that involves the use of Personal Information or that the relevant Privacy and Data Protection Requirements may otherwise include in the definition of processing, processes, or process. It includes collecting, obtaining, recording, or holding the data, or carrying out any operation or set of operations on the data including, but not limited to, organizing, amending, retrieving, using, disclosing, erasing, or destroying it. Processing also includes transferring Personal Information to third parties.

“Privacy and Data Protection Requirements” means all applicable federal and state laws and regulations relating to the processing, protection, or privacy of the Personal Information, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction.

“Security Breach” means any act or omission that compromises the security, confidentiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place to protect it. The loss of or unauthorized access, disclosure, or acquisition of Personal Information is a Security Breach whether or not the incident rises to the level of a security breach under the Privacy and Data Protection Requirements.

1.2 This DPA is subject to the terms of the Master Agreement and is incorporated into the Master Agreement. Interpretations and defined terms set forth in the Master Agreement apply to the interpretation of this DPA.

1.3 The Appendices form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the Appendices.

1.4 A reference to writing or written includes faxes and email.

1.5 In the case of conflict or ambiguity between:

(a) any provision contained in the body of this DPA and any provision contained in the Appendices, the provision in the body of this DPA will prevail;

(b) the terms of any accompanying invoice or other documents annexed to this DPA and any provision contained in the Appendices, the provision contained in the Appendices will prevail;

(c) any of the provisions of this DPA and the provisions of the Master Agreement, the provisions of this DPA will prevail; and

(d) any of the provisions of this agreement and any executed Standard Contractual Clauses, the provisions of the executed Standard Contractual Clauses will prevail.

2. PERSONAL INFORMATION TYPES AND PROCESSING PURPOSES

2.1 The Law Firm retains control of the Personal Information and remains responsible for its compliance obligations under the applicable Privacy and Data Protection Requirements, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to the Provider.

2.2 Appendix 1 describes the general Personal Information categories and related types of Data Subjects the Provider may process to fulfill the Business Purposes of the Master Agreement. The Law Firm discloses Personal Information to the Provider, and the Provider obtains Personal Information on behalf of the Law Firm, only for the limited and specified Business Purposes.

3. PROVIDER’S OBLIGATIONS

3.1 The Provider will only process, retain, use, or disclose the Personal Information to the extent, and in such a manner, as is reasonably necessary for the Business Purposes. The Provider will not process, retain, use, or disclose the Personal Information for any other purpose, outside of the parties’ business relationship, or in a way that does not comply with this DPA or the Privacy and Data Protection Requirements. The Provider must promptly notify the Law Firm if, in its opinion, the Law Firm’s instruction would not comply with the Privacy and Data Protection Requirements.

3.2 The Provider must promptly comply with any Law Firm request or instruction requiring the Provider to amend, transfer, or delete the Personal Information, or to stop, mitigate, or remedy any unauthorized processing.

3.3 The Provider will maintain the confidentiality of all Personal Information and will not sell it to anyone, share it for cross-context behavioral advertising (targeted advertising) with anyone, or disclose it to third parties without specific authorization from the Law Firm or this DPA, unless required by law. If a law requires the Provider to process or disclose Personal Information, the Provider must first inform the Law Firm of the legal requirement and give the Law Firm an opportunity to object or challenge the requirement, unless the law prohibits such notice.

3.4 The Provider will reasonably assist the Law Firm with meeting the Law Firm’s compliance obligations under the Privacy and Data Protection Requirements, taking into account the nature of the Provider’s processing and the information available to the Provider.

3.5 The Provider shall promptly notify the Law Firm of its inability to meet its obligations under the Privacy and Data Protection Requirements, that may adversely affect the Provider’s performance of the Master Agreement or this DPA.

3.6 The Law Firm acknowledges that the Provider is under no duty to investigate the completeness, accuracy, or sufficiency of any specific Law Firm instructions or the Personal Information other than as required under the Privacy and Data Protection Requirements.

3.7 The Provider will only collect Personal Information for the Law Firm using a notice or method that the Law Firm specifically pre-approves in writing, which contains an approved data privacy notice informing the Data Subject of the Law Firm's identity, the purpose or purposes for which their Personal Information will be processed, and any other information that is required by applicable Privacy and Data Protection Requirements. The Provider will not modify or alter the notice in any way without the Law Firm's prior written consent. If Law Firm does not provide such a notice or specify a method, Provider will present the Data Subject with a notice, and using a method, in Provider’s reasonable business judgment.

4. SECURITY

4.1 Provider shall at all times implement appropriate technical and organizational measures designed to safeguard Personal Information against unauthorized or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, destruction, unavailability, or damage.

4.2 Provider shall take commercially reasonable precautions to preserve the integrity of any Personal Information it processes and to prevent any corruption or loss of the Personal Information.

5. SECURITY BREACHES AND PERSONAL INFORMATION LOSS

5.1 The Provider will promptly notify Law Firm if it becomes aware of:

(a) any unauthorized or unlawful processing of the Personal Information; or

(b) any Security Breach.

5.2 Immediately following any unauthorized or unlawful Personal Information processing or Security Breach, the parties will coordinate with each other to investigate the matter. The Provider will reasonably cooperate with the Law Firm in the Law Firm’s handling of the matter, including:

(a) assisting with any investigation;

(b) providing the Law Firm with physical access to any facilities and operations affected;

(d) making available all relevant records, logs, files, data reporting, and other materials required to comply with all Privacy and Data Protection Requirements or as otherwise reasonably required by the Law Firm.

5.3 The Provider will not inform any third party of a Security Breach without first obtaining the Law Firm’s prior written consent, except when law or regulation requires it.

5.4 The Provider agrees that the Law Firm has the sole right to determine:

(a) whether to provide notice of the Security Breach to any Data Subjects, regulators, law enforcement agencies, or others, as required by law or regulation or in the Law Firm’s discretion, including the contents and delivery method of the notice; and

(b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

5.5 The Provider will cover all reasonable expenses associated with the performance of the obligations under Section 5.1 and Section 5.2, unless the matter arose from the Law Firm’s specific instructions, negligence, willful default, or breach of this DPA, in which case the Law Firm will cover all reasonable expenses.

6. CROSS-BORDER TRANSFERS OF PERSONAL INFORMATION

If the Privacy and Data Protection Requirements restrict cross-border Personal Information transfers, the Law Firm will only transfer that Personal Information to the Provider if the Law Firm first obtained Data Subject consent to the transfer under the Privacy and Data Protection Requirements.

7. DATA SUBJECT REQUESTS, COMPLAINTS, AND THIRD PARTY RIGHTS

7.1 The Provider must notify the Law Firm within five (5) working days if it receives a request from a Data Subject to exercise any rights the individual may have regarding their Personal Information, such as access, correction, deletion, or to opt-out of or limit certain activities like sales, disclosures, or other processing actions.

7.2 The Provider must notify the Law Firm immediately if it receives any other complaint, notice, or communication that directly or indirectly relates to the Personal Information processing or to either party’s compliance with the Privacy and Data Protection Requirements.

7.3 The Provider will give the Law Firm reasonable cooperation and assistance in responding to any complaint, notice, communication, or Data Subject request.

7.4 The Provider must not disclose the Personal Information to any Data Subject or to a third party unless the disclosure is either at the Law Firm’s request or instruction, permitted by this DPA, or is otherwise required by law.

8. TERM AND TERMINATION

8.1 This DPA will remain in full force and effect so long as:

(a) the Master Agreement remains in effect; or

(b) the Provider retains any Personal Information related to the Master Agreement in its possession or control (the “Term”).

8.2 Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Master Agreement in order to protect Personal Information will remain in full force and effect.

9. DATA RETURN AND DESTRUCTION

9.1 At the Law Firm’s request, the Provider will give the Law Firm a copy of or access to all or part of the Law Firm’s Personal Information in its possession or control in the format and on the media reasonably specified by the Law Firm.

9.2 On termination of the Master Agreement for any reason or expiration of its term, the Provider will securely destroy or, if directed in writing by the Law Firm, return and not retain, all or any Personal Information related to this agreement in its possession or control, except for one copy that it may retain and use for audit purposes only.

9.3 If any law, regulation, or government or regulatory body requires the Provider to retain any documents or materials that the Provider would otherwise be required to return or destroy, it will notify the Law Firm in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends. The Provider may only use this retained Personal Information for the required retention reason or audit purposes.

10. INDEMNIFICATION

Provided that Provider is in material compliance with this DPA, Law Firm agrees to indemnify, keep indemnified, and defend at its own expense Provider against any and all costs, claims, damages, or expenses incurred by the Provider or for which the Provider may become liable (collectively, “Costs”) arising from or related to Provider’s Processing of Personal Information under the Master Agreement or this DPA, except to the extent such Costs are the result of Provider’s gross negligence or willful misconduct.

11. RECORDS

11.1 The Provider will keep detailed, accurate, and up-to-date records regarding any processing of Personal Information it carries out for the Law Firm, including but not limited to, the access, control, and security of the Personal Information, approved subcontractors and affiliates, the processing purposes, and any other records required by the applicable Privacy and Data Protection Requirements (the “Records”).

11.2 The Provider will ensure that the Records are sufficient to enable the Law Firm to verify the Provider’s compliance with its obligations under this DPA.

APPENDIX 1 to EXHIBIT B

Business Purpose: The Business Purpose under this DPA is to allow Provider to make Client Information available to Law Firm and to Client, and such purpose is the only purpose for which the Law Firm is disclosing the Personal Information to Provider.

Personal Information:

Identification Information: name and email address.
Photographs/Videos/Audio: photos, videos, audio recordings and other graphical and/or auditory depictions.
Work-Related Information: information related to Client’s employment or engagement, such as gender, veteran status, company of employment or engagement, job title, income range, and supervisor’s gender and race.

Data Subjects: Clients