LIT SUITE® Enterprise Program End User License Agreement

This LIT SUITE® Enterprise Program End-User License Agreement (this "Agreement") is entered into between (i) LIT SOFTWARE® LLC ("LIT SOFTWARE", "we", "us" or "our"), and (ii) the individual or entity accepting this Agreement ("you") (each as a "Party" and collectively the "Parties").

This Agreement supersedes and replaces the "Licensed Application End User License Agreement" provided by the Apple® App Store (the “Apple Standard EULA”). This Agreement, and not the Apple Standard EULA, governs your use of TrialPad®, TranscriptPad®, DocReviewPad®, ExhibitsPad®, TimelinePad®, and/or any other software applications that we may include in the LIT SUITE® software suite (collectively the “LIT SUITE”).  The term “Licensed Software” refers to the specific LIT SUITE software application(s) to which you subscribe under this Agreement, and any associated documentation we may make available to you.

1. Acceptance

By (i) downloading and using the Licensed Software, (ii) signing or completing the applicable purchase order, invoice, or other ordering document specifying the Licensed Software and other details pertaining to your access to and use of the Licensed Software (each an "Order"), or (iii) otherwise indicating your acceptance of this Agreement in the manner we may specify or request, you are agreeing that you have read and understand this Agreement, and that you will be bound by this Agreement. 

If you are agreeing to this Agreement on behalf of a company, an organization, or other legal entity (“Your Organization”), then (i) you represent and warrant that you have the authority to act on behalf of, and to bind, Your Organization, and (ii) for all purposes of this Agreement, the term “you” means Your Organization on whose behalf you are acting.

2. Limited License

2.1 Grant of Rights. Subject to the terms and conditions of this Agreement (including Section 2.2 (Number of Devices)), LIT SOFTWARE, under its intellectual property rights, hereby grants to you, during the Subscription Term (as defined below), a limited, non-exclusive, non-transferable, and non-sublicensable license to download, install, and use the Licensed Software on any compatible Apple devices that you own or are otherwise authorized to use.

2.2 Number of Devices. You may download and install the Licensed Software on compatible Apple devices, subject to the following limitations:

• TrialPad®, TranscriptPad®, DocReviewPad®, and TimelinePad® may be downloaded and installed on a maximum of three (3) compatible Apple devices registered to the same Apple ID.

• ExhibitsPad® may be downloaded and installed on a maximum of twenty-four (24) compatible Apple devices registered to different Apple IDs.  

Additional downloads or installations are unauthorized unless approved in writing by LIT SOFTWARE, or unless one of the devices upon which you previously installed the Licensed Software was destroyed, stolen, damaged and/or upgraded, or replaced with another device. In any event, whenever you sell, donate, replace, or upgrade a device, you must permanently delete the Licensed Software before disposing of or transferring the old device.

2.3 Use Restrictions. You agree that you shall not: (i) reproduce, duplicate, copy, sell, resell, or exploit access to or use of the Licensed Software, or any portion thereof, including, but not limited to all code, and visual design elements or (ii) decompile, disassemble, modify, reverse engineer, adapt, or otherwise tamper with the Licensed Software, or create other software that might create the appearance that it is associated with or endorsed by LIT SOFTWARE or the LIT SUITE. You also agree that you shall not alter or remove any copyright, patent, trademark, or other protective notices included with the Licensed Software, or allow any other party to access or otherwise use the Licensed Software. You are prohibited from using or accessing the Licensed Software in any location or country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country.

2.4 No Implied Rights. Any rights granted to you under this Agreement must be expressly provided, and there shall be no implied rights pursuant to this Agreement, based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted to you in this Agreement are expressly reserved by us.

3. Payment & Refunds

3.1 Subscription Term. Your right to use the Licensed Software is limited to the subscription period (the "Subscription Term"), which is one calendar year or other period set forth in the Order, beginning on the day you activate your subscription license to the Licensed Software by paying the annual subscription fee (the "Subscription Fee").

3.2 Renewal Terms. If you wish to renew the Subscription Term and retain the same pricing of the Subscription Fee as that applies to your current Subscription Term, you must provide LIT SOFTWARE with a written notice of your intent to renew the Subscription Term within no later than thirty (30) days prior to the expiration of the Subscription Term. In the event you fail to so notify LIT SOFTWARE: (i) this Agreement shall expire upon the conclusion of the Subscription Term, and certain software features will no longer function; and (ii) if you later wish to re-subscribe to the Licensed Software, your Subscription Fee shall be at our then-current pricing as posted on the App Store, which may be higher than the pricing that currently applies to your current Subscription Term .

3.3 Payments; Late Payments. The Subscription Fee and other fees you owe under this Agreement (collectively, the “Fees”) are specified in the applicable Order(s). Your payment is due within thirty (30) days of your receipt of the applicable invoice. Past due amounts shall bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less.

3.4 Pricing. All prices, including the amount of the Subscription Fee, are subject to change in our sole discretion upon notice provided by a message to your registered email address, an in-app notification, an announcement on our website, or in other reasonable form of announcement or notification. Any change to the Subscription Fee made during a Subscription Term shall apply upon the commencement of the next renewal Subscription Term. If you do not agree with such change, you may cancel your subscription renewal as set out in Section 3.2 (Renewal Terms).

3.5 Free Trial. We may, at our sole discretion, offer an introductory 7-day free trial via the App Store to allow you to explore and discover the useful features of the Licensed Software. We may, also at our sole discretion, and where available, offer to extend your free trial period by providing with you with a limited, one-time trial license code. Your access to and use of the Licensed Software will immediately terminate upon the end of your free trial period. If you wish to continue using the Licensed Software following the conclusion of such free trial period, you must complete and submit an Order, and pay the applicable Subscription Fee. We reserve the right to, at any time and without notice: (i) modify the terms and conditions of the free trial; or (ii) cancel the free trial.

3.6 Taxes. All Subscription Fees are exclusive of all federal, state, provincial, municipal or other taxes.

3.7 No Refunds. Notwithstanding anything to the contrary, no refunds or credits will be issued for any unused portion of a Subscription Term, including for cancelation prior to the expiration of the then-current Subscription Term, except as required by law.

4. Term & Termination

4.1 Term. This Agreement will remain in effect during the Subscription Term, unless earlier terminated by you or LIT SOFTWARE in accordance with Section 4.2 (Termination).

4.2 Termination. If either Party is in material breach of any obligation under this Agreement, then the non-breaching Party may terminate this Agreement for cause upon written notice after (i) first providing the other Party with written notice of the breach (a "Notice of Breach"), and (ii) providing thereafter a thirty (30) day opportunity to cure beginning on the date of receipt by the alleged breaching Party of the Notice of Breach (the "Cure Period"). In addition to LIT SOFTWARE's other rights hereunder, we may, in our sole discretion, immediately suspend or disable your rights and ability to access and use the Licensed Software, without notice and without liability, if we reasonably believe that your breach or failure to comply with the terms of this Agreement is causing risk, liability, loss, or damage to us or our licensors, or any other third parties. You may also terminate this Agreement by permanently deleting the Licensed Software and all copies from your device(s). Any termination of this Agreement is subject to Section 3.7 (No Refunds).

4.3 Effect of Termination. Upon termination or expiration of this Agreement, you are prohibited from further use of the Licensed Software, and you are obligated to permanently delete all copies of the Licensed Software from your device(s). For the avoidance of doubt, upon termination or expiration of this Agreement for any reason, your rights to the Licensed Software shall immediately terminate and you shall immediately stop accessing, using, or otherwise exploiting the Licensed Software.

4.4 Remedies. Except as expressly stated herein, no remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and each remedy is cumulative and in addition to every other remedy available to a Party hereunder or otherwise existing at law, in equity, by statute or otherwise. The election of any one or more remedies by either Party shall not constitute a waiver of the right to pursue any other available remedies.

5. Security of Data

5.1 User Materials. You are solely responsible for the security of any data, media, content, documentation, information, or other materials ("User Materials") uploaded or transmitted to the Licensed Software on your device. You acknowledge that your use of the Licensed Software may include uploading or otherwise transmitting User Materials owned by you or a third party, and that some of such User Materials may be confidential, privileged, or otherwise protected from disclosure to unauthorized parties. Unless you choose to transmit or upload such User Materials to a third party, all such User Materials will remain on your device, and will not be reviewed, collected, or archived by LIT SOFTWARE. We cannot and do not make any representations as to the security of the User Materials, and you are solely responsible for taking all necessary precautions and measures to secure such User Materials from unauthorized disclosure, including but not limited to requiring a complex password to unlock or access your device(s).

5.2 Cloud Services. With respect to any third-party or cloud-based services you may use to store, upload, or transmit User Materials, including but not limited to Dropbox or other similar cloud storage providers, we strongly encourage you to use strong passwords, and to require multi-factor authentication wherever available. Regardless, you are solely responsible for your use of any such cloud-based services, and under no circumstances can LIT SOFTWARE be held liable for any data breach, or unauthorized disclosure of User Materials, whether such Users Materials are stored on your device or with a cloud service provider.

5.3 Privacy. We do not collect, store, maintain, or share your personal data, except to the extent set forth in LIT SOFTWARE’s Privacy Policy, which may be updated from time to time. The most recent version of our Privacy Policy is available at https://www.litsoftware.com/legal. Your acceptance of this Agreement constitutes your acceptance of our Privacy Policy.

6. Intellectual Property

6.1 Trademarks. "LIT SUITE", "TrialPad", "TranscriptPad", "DocReviewPad", "ExhibitsPad", and "TimelinePad" are registered trademarks of LIT SOFTWARE. Apple, iPad, Mac, iPadOS, and macOS are trademarks of Apple Inc., registered in the U.S. and other countries. The LIT SUITE is an independent creation by LIT SOFTWARE, and has not been authorized, sponsored, or otherwise approved by Apple, Inc.

6.2 Ownership. As between you and LIT SOFTWARE, and except for the limited license expressly granted to you herein, LIT SOFTWARE is the sole and exclusive owner of all right, title, and interest in the Licensed Software, including, without limitation, all copyrights, patents, trademarks, trade secrets, and other intellectual property rights embodied therein.

7. Indemnification

7.1 Your Indemnity of LIT SOFTWARE. You shall defend, indemnify, and hold LIT SOFTWARE and its affiliates and their respective officers, directors, employees, and agents harmless from and against any third party claim, action, suit, or proceeding resulting from: (i) any injury to persons caused by your failure to exercise reasonable care or your willful misconduct; (ii) any breach of your obligations under this Agreement (whether by you or you users); (iii) User Materials; and (iv) your and your users' use of the Licensed Software. You shall be solely responsible and liable to LIT SOFTWARE for the acts and omissions of your users as if you had committed such acts and omissions yourself. You shall indemnify LIT SOFTWARE for all losses, damages, liabilities, and all reasonable expenses and costs incurred by LIT SOFTWARE in any such claim, action, suit or proceeding. LIT SOFTWARE shall give you reasonable written notice of any claim, action, suit, or proceeding for which LIT SOFTWARE is seeking indemnification; provided, however, that any failure to provide such notice shall not relieve you of your obligations under this Section 7.1 (Your Indemnification), except to the extent that you are materially prejudiced by such failure.

7.2 IP Indemnification. LIT SOFTWARE shall defend, indemnify, and hold you harmless from and against any third party claim, action, suit, or proceeding resulting from claims that the Licensed Software infringes an intellectual property rights of such third party. The foregoing indemnification obligation shall not apply to the extent resulting from, arising out of, or relating to: (i) access to or use of the Licensed Software in combination with any hardware, system, software, network, or other material or service not provided or authorized in writing by LIT SOFTWARE; (ii) modification of the Licensed Software other than: by or on behalf of LIT SOFTWARE; (iii) failure to timely implement any modifications, upgrades, Updates, replacements or enhancements made available by or on behalf of LIT SOFTWARE; or (iv) any act, omission, or other matter subject to indemnification by you. If a third party asserts or threatens to assert a claim of infringement or misappropriation of intellectual property rights against LIT SOFTWARE, its subcontractors, or you, then LIT SOFTWARE shall be entitled, in its sole discretion, to: (a) obtain a license to the third party intellectual property rights at issue, (b) implement a work-around that preserves the material features and performance of the Licensed Software, or (c) if, in LIT SOFTWARE's sole discretion, neither of these options is viable, terminate this Agreement. The foregoing states the entire liability of LIT SOFTWARE, and your exclusive remedy, with respect to actual or alleged violation of third party intellectual property rights by the Licensed Software or other performance obligation by LIT SOFTWARE under this Agreement.

7.3 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any action for which such Party believes it is entitled to be indemnified pursuant to this Section 7 (Indemnification). The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such action at the Indemnitor's sole cost and expense. The Indemnitor shall not admit fault or liability of the Indemnitee without having obtained the prior written consent of the Indemnitee. The Indemnitee's failure to perform any obligations under this Section 7.3 (Indemnification Procedure) shall not relieve the Indemnitor of its obligations under this Section 7 (Indemnification) except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee shall have the right participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

8. Disclaimer of Warranty & Limitation of Liability

8.1 Warranty Disclaimer. THE LICENSED SOFTWARE IS PROVIDED BY LIT SOFTWARE "AS IS" WITHOUT WARRANTY OF ANY KIND.  LIT SOFTWARE DOES NOT REPRESENT OR WARRANT THAT (i) THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY DESIRED OUTCOME, OR (ii) THAT THE LICENSED SOFTWARE WILL BE ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, LIT SOFTWARE HEREBY DISCLAIMS (FOR ITSELF, ITS SUBCONTRACTORS, AND ITS LICENSORS) ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED SOFTWARE, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

8.2 Updates. LIT SOFTWARE may, from time to time, provide enhancements or improvements to the features and/or functionality of the Licensed Software, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). Updates may modify or delete certain features and/or functionalities of the Licensed Software. You agree that LIT SOFTWARE has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Licensed Software to you. You further agree that all Updates will be (a) deemed to constitute an integral part of the Licensed Software, and (b) are subject to the terms and conditions of this agreement.

8.3 Limitation of Liability. Except for claims of willful misconduct or fraud, either Party's indemnity obligations (or a breach thereof), or your breach of your payment obligations under this Agreement, neither Party, its affiliates, nor any officer, director, employee, subcontractor, agent, successor, or assign of either Party or its affiliates, shall be liable for any indirect, incidental, special, consequential, or exemplary damages; including, but not limited to: (i) damages for lost profits, goodwill, use, data, or other intangible losses (even if such Party has been advised of the possibility of such damages); or (ii) damages resulting from: (a) the use or the inability to use the Licensed Software; (b) the cost to procure and/or deploy substitute goods or services resulting from use of the Licensed Software;
(c) any unauthorized access to or alteration of your User Materials;
(d) any price change, suspension, or discontinuance of the Licensed Software or any of its features;
(e) any loss of content, modification to a feature, or to the Licensed Software itself; or
(f) any other matter relating to your use of the Licensed Software. Except for claims of willful misconduct or fraud, either Party's indemnity obligations (or a breach thereof), or your breach of your payment obligations under this Agreement, each Party's maximum aggregate liability for all claims arising out of or relating to this Agreement shall not exceed the total amount of fees paid or due to LIT SOFTWARE under this Agreement over the twelve (12) month period immediately preceding the claim. These limitations are independent from all other provisions of this Agreement and shall apply notwithstanding the failure of any remedy provided herein.

8.4 Force Majeure. Each Party is excused from any failure or delay in performance of responsibilities otherwise imposed by this Agreement for any cause beyond its reasonable control. Such causes include but are not limited to fires, floods, storms, hurricanes, earthquakes, global health pandemics, civil disturbances, disruption of telecommunications, transportation, utilities or necessary supplies, governmental action, computer viruses, and incompatible or defective equipment, software, or services not supplied by such Party.

9. Miscellaneous

9.1 Contact. For technical support, questions, complaints, claims, feedback, or suggestions regarding your use of the Licensed Software, you are welcome to contact us at support@litsoftware.com. Technical support is only provided to paid subscribers, and is available Monday through Friday (excluding holidays) from 9:00 a.m. to 5:00 p.m. ET. Best efforts will be made to provide technical support outside of these times.

9.2 Suggestions. Unless we specifically agree otherwise in writing, any feedback, comments, ideas, improvements, or suggestions (collectively, “Suggestions”) you provide to us related to the Licensed Software or our business practices will become and remain the sole and exclusive intellectual property of LIT SOFTWARE. You hereby irrevocably assign to us all right, title, and interest in and to such Suggestions, including any intellectual property rights embodied therein. Further, LIT SOFTWARE is free to use, copy, modify, publish, or redistribute your Suggestions for any purpose, without attribution, and without providing credit or compensation to you.

9.3 Waiver. If we fail to enforce any provision of this Agreement it does not constitute, and cannot be construed as a waiver of such provision, or of the right to enforce it in the future.

9.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and any documents incorporated by reference herein constitute the entire agreement between you and LIT SOFTWARE, and govern your use of the Licensed Software.

9.5 Severability. If any part of this Agreement should be determined to be unenforceable for any reason, the remaining terms will continue to remain in full force and effect.

9.6 Assignment. Neither Party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld, conditioned, or delayed), except in connection with a sale of all or substantially all of its assets, change of control or merger. Any purported assignment in violation of this Section 9.6 (Assignment) is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

9.7 Modifications. LIT SOFTWARE reserves the right, at our sole discretion, to change, replace, or otherwise modify this Agreement at any time. All modifications to this Agreement will be published on our website (https://www.litsoftware.com/legal), blog, social media channels (such as on Twitter @LitSoftware), or other reasonable means. Unless we state otherwise, any modifications to this Agreement will become effective thirty (30) days after they are published, except to the extent such modifications apply to new functionality or compliance with applicable law, in which case such modifications will become effective immediately. By continuing to access or use the Licensed Software after any modifications become effective, you agree to be bound by the modified Agreement. If you do not agree to be bound by the modified Agreement, your sole remedy shall be to discontinue using, and to permanently delete the Licensed Software on your device(s).

9.8 Third-Party Services. The software may display, include, or make available third-party content (including data, information, applications, and other products or services) or provide links to third-party websites or services (“Third-Party Services”). You acknowledge and agree that LIT SOFTWARE is not responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. LIT SOFTWARE does not assume and does not have any liability or responsibility to you or any other person or entity for any Third-Party Services. Third-Party Services and links thereto are provided solely as a convenience to you, and your decision to access and/or use them is entirely at your own risk, and subject to such third parties’ terms and conditions—i.e., you must comply with all applicable third-party terms and conditions when using third-party services in connection with the Licensed Software. 

9.9 Third Party Beneficiaries. Apple, Inc. and its subsidiaries are third-party beneficiaries of this Agreement, and your acceptance of this Agreement constitutes your acknowledgement and consent that such third-party beneficiaries have the right(s) to enforce, if necessary, the terms and conditions of this Agreement against you.

9.10 Jury Trial Waiver & Binding Agreement to Arbitrate. You agree to waive any applicable right to a jury trial, and in lieu thereof you agree to submit to binding arbitration any disputes arising out of this Agreement, and/or that may arise out of your use of the Licensed Software. Your agreement to arbitrate applies to all claims arising out of your relationship with LIT SOFTWARE, regardless of whether they may be based on contract, tort, statute, fraud, misrepresentation, or any other legal theory. Any arbitration will be administered by Judicial Arbitration & Mediation Services (“JAMS”), exclusively within its Miami, Florida office, and governed by JAMS’ Streamlined Arbitration Rules and Procedures or, if applicable, JAMS’ Comprehensive Arbitration Rules and Procedures, and any applicable supplemental rules issued by JAMS, which are in effect at the time the arbitration is commenced, including, if applicable, JAMS’ Consumer Arbitration Standards of Minimum Fairness. JAMS rules are available at http://www.jamsadr.com/rules-clauses/, by calling JAMS at +1 800-352-5267, from a local JAMS office, or by writing to the Notice Address.

Before you can institute arbitration proceedings you must first send to us a written notice of claim (“Notice”). Your Notice must be sent by Certified Mail addressed to:

LIT SOFTWARE LLC
Attn: Legal
255 Giralda Ave, Ste 500
Coral Gables, FL 33134

The Notice must describe the nature and basis of your claim or dispute, AND identify the specific relief/resolution sought. You may download or copy a form Notice and a form to initiate arbitration at: https://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf.

9.11 Governing Law. This Agreement is governed by and construed in accordance with the laws of the state of Florida, and the applicable laws and regulations of the United States of America. The software and related documentation are “Commercial Items,” as defined in 48 C.F.R. § 2.101, consisting of “Commercial Computer Software,” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. In accordance with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users: (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms & conditions herein.