Updated 06/13/2023

Thank you for using Lexvia! By using our Services, you are agreeing to be bound by these Terms. If you are agreeing to these Terms for use of the Services by an organization, you are agreeing on behalf of that organization and all references to “you”, “Customer” hereunder shall refer to your organization. You must have the authority to bind that organization to these terms, otherwise you must not use our Services.

Lexvia:

• Lexvia will provide general data and document management and back-office process support to you. This typically includes data and document indexing, calendar management, document processing for pleadings, etc.
• Lexvia will use its discretion to deploy resources at any time to perform your production requirement. Lexvia will also provide a production report on an ongoing basis to you.
• Lexvia will work closely with you to define workflows and responsibilities. The workflows and responsibilities may be refined on an ongoing basis as mutually agreed by Lexvia and Customer.
• Lexvia will provide additional services as mutually agreed upon from time to time between Lexvia and Customer.

You or Customer:

• Customer will ensure that the necessary software, databases, technical requirements such as server capacity, disk space etc., and accesses and privileges are sufficient for Lexvia to perform its functions. To the extent Customer enables or requires Lexvia to access another party’s IT systems for the performance of services hereunder, Customer will obtain any and all approvals, permissions and authorization for such access. Customer will address any scanning, technical, or assignment inconsistencies/deficiencies noted by Lexvia.
• Customer will ensure that it has obtained any and all approvals, permissions and authorization for data, and documents and any other information that is needed for Lexvia to perform its functions
• Customer will review and process the documents once submitted by Lexvia. Customer must notify Lexvia of any inconsistencies and revision requirements within 14 days after the work product has been delivered by Lexvia.

Fees:

• Processing fee for Services will be confirmed in writing or email and be considered Addenda to this agreement.
• Billing cycle: monthly, billed on the last working day of each month.
• Payment: All payments shall be made by check or credit card or wire transfer to Lexvia’s bank account.
• Customer shall make payment no later than 5 days upon receipt. Late payments will be subject to interest of 2.5% per month. Notwithstanding the provisions of Section 3 (Term and Terminations) of the Service Agreement, late payments may also result in the suspension and/or termination of service without notice in the sole discretion of Lexvia and may require an additional reactivation fee to resume the service.
• As and when Processing Fees are changed, Lexvia will provide an updated Fee Annex.

Accepting the Terms

• You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Lexvia, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services
• If the person accepting is an agent representing a legal entity, such person is agreeing to these terms on behalf of that legal entity and certifies that he/she is an agent of legal entity and has all necessary authority to act on its behalf, including to bind them to the terms herein.
• In order to use the Services, you must agree to the Terms. You may not use the Services if you do not accept the Terms. You accept the Terms by actually using the Services for any reason whatsoever. In this case, you understand and agree that Lexvia will treat your use of the Services as acceptance of the Terms from that point onwards.
• You may also accept the Terms by expressing your acceptance to Lexvia in an email or fax message.

Other:

These terms represent the principle economic terms of this proposal. Additional standard terms follow in Exhibit A. These terms shall be considered an integral and binding component of this Agreement and are hereto incorporated by reference and made a part of this Agreement.

EXHIBIT A: STANDARD TERMS AND CONDITIONS

Section 1: Services and Deliverables

The respective obligations of Lexvia and Customer with respect to the contemplated services and deliverables are set forth in the Service Agreement. In the event that additional services or deliverables are provided by Lexvia, the obligations, rights, and remedies of Customer and Lexvia shall be subject to and governed by this Agreement.

Section 2: Payment for Services

Customer shall pay Lexvia the fees set forth in the Service Agreement and/or Fee Annex.

Section 3: Termination

This Agreement shall terminate sooner upon the first to occur of the following:

• By either party, upon thirty days prior written notice to the other party, or
• Either party’s insolvency, bankruptcy or reorganization under applicable bankruptcy laws, or assignment for the benefit of creditors.

Section 4: Relationship of Parties

Lexvia is an independent contractor. Lexvia is not a law firm and neither Lexvia nor any of its directors, officers, employees, or affiliates provides legal services or legal advice. Accordingly, no representations or warranties, either expressed or implied, are given regarding the legal or other consequences resulting from the use of Lexvia’s services. Lexvia is performing the services hereunder under the supervision and direction of Customer. Customer confirms to Lexvia that the performance of the services and deliverables contemplated hereunder do not violate any applicable law. Customer will indemnify and hold Lexvia and its directors, officers and employees harmless in this regard.

Section 5: Confidentiality

Lexvia acknowledges the importance of confidentiality and will use its reasonable best efforts to maintain the confidentiality of the information Customer provides to it. It is understood that Lexvia is being retained as an independent contractor. No information obtained by Lexvia is to be disseminated to any third party, except as required by law. Lexvia will provide written notice to customer in such an event.

Section 6: Limitation of Liability

Except as otherwise specified herein, Lexvia makes no expressed or implied warranties. In no event will Lexvia be liable for punitive, consequential or incidental damages including, without limitation, lost profits or any claim or demand against Lexvia by Customer or any other party due to any cause whatsoever. The maximum compensatory damages (individually or in the aggregate) payable to Customer by Lexvia shall be the lower of the last paid invoice or $25,000. In the event a third party brings an action against Lexvia for malpractice relating to work Lexvia supplied to Customer, then Customer agrees to defend, indemnify, and hold harmless Lexvia and its directors, officers, employees, and affiliates on the condition that Lexvia gives prompt notice of such action to Customer.

Section 7: Additional Provisions

• Assignment: The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, executors, and administrators. Lexvia may from time to time assign this agreement to one or more of its subsidiaries.
• Governing Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.
• Mandatory Arbitration: Any dispute between the parties, arising under this agreement or otherwise, will be finally settled by arbitration in New York City, New York, and administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. However, the rules will be modified in the following ways: (1) each arbitrator will agree to treat as confidential evidence and other information presented to the same extent as the information is required to be kept confidential under this Agreement, (2) the arbitrators may not amend or modify the terms of this Agreement, (3) a decision must be rendered within 10 business days of the parties’ closing statements or submission of post-hearing briefs and (4) the arbitration will be conducted before a panel of three arbitrators, one selected by Lexvia within 10 days of the commencement of arbitration, one selected by Customer in the same period, and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 30 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association).
• Recovery of Legal Fees: If one of the parties to this Agreement (the "Plaintiff") should bring a proceeding against the other party (the "Defendant") in connection with an alleged breach or threatened breach of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs in connection with such litigation or arbitration subject to a maximum of $20,000. For the purposes of this paragraph, in the event of a voluntary discontinuance with prejudice by the Plaintiff, the Defendant shall be deemed to be the prevailing party.
• Severability: If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect.
• No Third Party Beneficiary: This Agreement does not confer any rights, remedies, obligations or liabilities to any entity or person other than Lexvia and Customer and their respective successors.
• Amendments: Any provision of this Agreement may be amended, but only if the amendment is in writing and signed by Lexvia and Customer.
• Headings: The various section headings in this Agreement are for convenience of reference only, and in no way define, limit, or describe the scope or intent of any provisions or Sections of this Agreement.
• Construction: This Agreement will not be more strictly construed against one party vis-a-vis the other.
• Notices: Any notice required or permitted hereunder shall be given to the appropriate party at the address first set forth herein or at such other address as the party may hereafter specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address, five (5) business days after the date of mailing if sent by certified or registered mail, or three (3) business day after the date of deposit with Federal Express or similar overnight courier.
• Survival: The provisions of Section 4 through Section 7 hereof shall survive termination of this Agreement.
• Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.
• Complete Agreement: This Agreement (including any Annexes and Exhibits herein) contains the entire agreement between the parties hereto with respect to the matters covered herein and supersedes all prior agreements, representations, warranties or other matters, oral or written.