MAS - Everlaw, Inc. - 47QTCA18D00C6

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is GSAAdvantage.gov.

SCHEDULE TITLE: Multiple Awards Schedule (MAS)

FSC GROUP: Information Technology, IT Software & IT Solutions

FSC CLASS(ES) / PRODUCT CODE(S):

● 7A21: IT and Telecom—Business Application Software

● DB10: IT and Telecom—Compute as a Service

CONTRACT NUMBER: 47QTCA18D00C6

For more information on ordering from Federal Supply Schedules click on FSS Schedules at GSA.gov.

CONTRACT PERIOD: May 15, 2023 - May 14, 2028

COMPANY: Everlaw, Inc.

2101 Webster Street, Suite 1500 Oakland, CA 94612 1 (844) 383-7529 www.everlaw.com

CONTRACT ADMINISTRATOR: John Carr john.carr@everlaw.com 571.528.8055

BUSINESS SIZE: No Set Aside everlaw.com 1 http://www.everlaw.com mailto:john.carr@everlaw.com http://www.everlaw.com/

CUSTOMER INFORMATION:

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SIN SIN Title

518210C Cloud and Cloud-Related IT Professional Services

511210 Software Licenses

OLM Order Level Materials

1b. LOWEST PRICED MODEL NUMBER / UNIT PRICE: Everlaw’s FedRAMP Suspended Case Subscription, EVER-FED-ARCHIVE-CASE, $3.50 per GB. Please see the Pricing Table and Description Literature below for additional details.

1c. CONTRACTOR HOURLY RATES: Not applicable

2. MAXIMUM ORDER*:

518210C $500,000; per order 511210 $500,000; per order

*If the best value selection places your order over the Maximum Order identified in this catalog/price list, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contractor for a better price. The contractor may (1) offer a new price for this requirement (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404.

3. MINIMUM ORDER: $100

4. GEOGRAPHIC COVERAGE: Worldwide

5. POINT(S) OF PRODUCTION: USA

6. DISCOUNT FROM LIST PRICES: All prices are net; basic discounts have been applied.

7. QUANTITY DISCOUNT(S): Additional 5% discount for single task orders over $250,000

8. PROMPT PAYMENT TERMS: None

9. FOREIGN ITEMS: None

10a. TIME OF DELIVERY: 30 DAYS

10b. EXPEDITED DELIVERY: CONTACT COMPANY ADMINISTRATOR everlaw.com

10c. OVERNIGHT AND 2-DAY DELIVERY: CONTACT COMPANY ADMINISTRATOR

10d. URGENT REQUIREMENTS: CONTACT COMPANY ADMINISTRATOR

11. FOB POINT: Not Applicable

12a. ORDERING ADDRESS: Same as Contractor’s address.

12b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

13. PAYMENT ADDRESS: Same as Contractor’s address.

14. WARRANTY PROVISION: Standard Commercial Warranty. Customers should contact the contractor for a copy of the warranty.

15. EXPORT PACKING CHARGES: Not applicable.

16. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF

APPLICABLE): N/A

17. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

18a. TERMS AND CONDITIONS OF REPAIR PARTS (IF AVAILABLE): N/A

18b. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

19. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A

20. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

21. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

22a. SPECIAL ATTRIBUTES: N/A

22b. Section 508 Compliance for EIT: N/A

23. UEI: VL9GLDMAN889

24. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT

(SAM) DATABASE: Registered and Active

EVERLAW GSA PRICING TABLE:

Type Data Capacity

Product Description UPC-A GSA Offer Price (Monthly)

Platform Options n/a

Everlaw's FedRAMP Virtual Private Cloud Instances - Monthly Subscription

EVER-FED-VPC $ 17,518.89

Everlaw's FedRAMP Government Community Cloud (fed.everlaw.com) - Monthly Subscription

EVER-FED-GCC $ 5,771.41

Active Data

Plan Options n/a Everlaw’s FedRAMP Active Data Case Subscription EVER-FED-ACTIV

E-CASE $25.24 / GB

500GB

Everlaw's FedRAMP Active Data Bundle Subscription -

500 GB

EVER-FED-ACTIV

E-500GB $ 8,710.33

Everlaw's Overage Rate (per GB) for 500GB Active Data Subscription

EVER-FED-OVER

-A-500GB $ 17.42 / GB

1TB

Everlaw's FedRAMP Active Data Bundle Subscription -

1 TB

EVER-FED-ACTIV

E-1TB $ 14,146.10

Everlaw's Overage Rate (per GB) for 1TB Active Data Subscription

EVER-FED-OVER

-A-1TB $ 14.15 / GB

5TB

Everlaw's FedRAMP Active Data Bundle Subscription -

5 TB

EVER-FED-ACTIV

E-5TB $ 52,065.49

Everlaw's Overage Rate (per GB) for 5TB Active Data Subscription

EVER-FED-OVER

-A-5TB $ 10.41 / GB

10TB

Everlaw's FedRAMP Active Data Bundle Subscription -

10 TB

EVER-FED-ACTIV

E-10TB $ 88,413.10

Everlaw's Overage Rate (per GB) for 10TB Active Data Subscription

EVER-FED-OVER

-A-10TB $ 8.84 / GB

50TB

Everlaw's FedRAMP Active Data Bundle Subscription -

50 TB

EVER-FED-ACTIV

E-50TB $ 374,609.57

Everlaw's Overage Rate (per GB) for 50TB Active Data Subscription

EVER-FED-OVER

-A-50TB $ 7.49 / GB

Suspended Data Plan n/a Everlaw’s FedRAMP Suspended Case Subscription EVER-FED-ARCH

IVE-CASE $3.50 / GB

1TB

Everlaw's FedRAMP Suspended Data Bundle Subscription - 1 TB

EVER-FED-ARCH

IVE-1TB $ 3,340.05

Everlaw's Overage Rate (per GB) for Suspended Data Subscription

EVER-FED-OVER

-R-1TB $ 3.34 / GB

Early Case

Assessment (ECA) Data

Plan Options n/a Everlaw’s FedRAMP Early Case Assessment (ECA) Case Subscription

EVER-FED-ECA-

CASE $8.06 / GB

1TB

Everlaw's FedRAMP Early Case Assessment (ECA) Data Bundle Subscription - 1 TB

EVER-FED-ECA-

1TB $ 6,206.55

Everlaw's Overage Rate (per GB) for 1TB ECA Data Subscription

EVER-FED-OVER

-E-1TB $ 6.21 / GB

10TB

Everlaw's FedRAMP Early Case Assessment (ECA) Data Bundle Subscription - 10 TB

EVER-FED-ECA-

10TB $ 44,332.49

Everlaw's Overage Rate (per GB) for 1TB ECA Data Subscription

EVER-FED-OVER

-E-10TB $ 4.43 / GB

50TB

Everlaw's FedRAMP Early Case Assessment (ECA) Data Bundle Subscription - 50 TB

EVER-FED-ECA-

50TB $ 177,329.97

Everlaw's Overage Rate (per GB) for 1TB ECA Data Subscription

EVER-FED-OVER

-E-50TB $ 3.55 / GB

Staging Data Plan 5TB

Additional Everlaw’s FedRAMP Staging Drive Subscription -

5TB

EVER-FED-STAG

E $1,007.56

Everlaw’s Overage Rate (per GB) for Everlaw FedRAMP Staging Drive

EVER-FED-STAG

E-OVER $0.202 / GB

Stored Translation N/A

Everlaw’s FedRAMP Stored Translations Monthly Subscription

EVER-FED-TRAN

S $362.72

Everlaw’s Overage Rate (per credit) for Stored Translation EVER-FED-TRAN

S-OVER $0.0363

Everlaw’s FedRAMP Stored Translation Consumption Subscription

EVER-FED-TRAN

-CASE $0.0453

Everlaw AI Assistant N/A

FedRAMP Everlaw AI Assistant Monthly Subscription EVER-FED-AI $362.72 Everlaw’s Overages Rate (per credit) for FedRAMP Everlaw AI Assistant

EVER-FED-AI-OV

ER $0.0363

FedRAMP Everlaw AI Assistant Consumption Subscription EVER-FED-AI-CA

SE $0.0453

Everlaw Descriptive Pricing Literature

General Service Everlaw’s FedRAMP-Moderate authorized platform, built on AWS-GovCloud, is a fully contained Software as a Service annual or monthly-based subscription model. The subscription is based on storage utilization, capturing the peak storage on the platform during the course of a month. This fee blends all features and functionality together so that our clients only have to concern themselves with data stored on the platform from a commercial standpoint. Optional Add-ons, including Everlaw AI Assistant and Stored Translation capabilities can be purchased separately through a Credit system.

Our subscriptions include:

● All the hardware and infrastructure to host the platform

● An unlimited number of users and cases

● New features and platform improvements included in every releases

● Unlimited data processing, productions, and exports

● Unlimited training, support, and product certification

Subscription Options

Platform Options Subscribing to Everlaw’s platform on GSA MAS in a few easy steps. All subscribers can start off by selecting one of two platform plans. Everlaw offers:

Everlaw’s Government Community Cloud (GCC) Platform - The Everlaw Government Community Cloud (GCC) is Everlaw’s multi-tenant cloud solution built exclusively for the public sector on Amazon Web Services, providing an easy entry point to use Everlaw’s services without requiring an environment built exclusively for them. All Clients’ data is logically separated eliminating the risk of data cross-pollination. The Everlaw GCC Plan provides access to the platform, and a Data Subscription may be purchased separately.

Everlaw Virtual Private Cloud (VPC) Platform - The Everlaw Virtual Private Cloud (VPC) Plan offers a standalone environment for agencies looking for both logical and physical separation of their data. Subscribers will have access to Everlaw on their own unique web domain (http://[agency].everlaw.com) and an additional layer of global administration that is not available with the GCC option. Typically, Everlaw clients select this plan either for better control and management of the environment or for additional security. Additional Data Subscriptions may be purchased separately.

Data Storage Options

Everlaw clients may purchase any combination of the below subscriptions based on either a monthly-consumption based model or an annual-based model with a fixed minimum storage capacity.

Active Data Monthly or Bundle Subscription - The Active Data Subscription allows Everlaw clients to add Active data capacity to the base platform subscription licensed.

Active data refers to data added to the Everlaw platform that is visible and accessible by users with full project functionality. Unless the customer has also purchased an Early Case Assessment Subscription, all data added to the platform will be considered Active upon ingest and will be counted towards the selected data capacity until the data is either removed or placed in an Suspended state. Should data be placed in an Suspended state and then subsequently revived, the data would count toward the Active data capacity upon revival.

● For monthly-consumption based model subscriptions, fees will be based on the total amount of storage customer use each month.

● For bundle subscriptions, Active Data may be purchased in 500 GB, 1 TB, 5 TB, 10 TB, or 50 TB increments.

● For bundle subscriptions, the Customer is entitled to the same data capacity in Staging Drive as they have purchased in Active Data. For example, if the customer purchases 5TBs of Active Data, they receive 5TBs of Staging data capacity at no additional cost.

Early Case Assessment (ECA) Monthly or Bundle Subscription – The Early Case Assessment Subscription allows Everlaw clients to add data capacity to the ECA area of the platform to the base platform subscription licensed. To help with the costs associated with hosting large amounts of data, only a portion of which will need to be reviewed, Everlaw offers ECA databases. These databases contain both a limited-functionality ECA project and at least one full-functionality review project. ECA projects have a limited feature set that is targeted specifically toward the ECA stage of a matter. Everlaw users can promote batches of documents that have been identified as requiring additional review to an active review project. Documents housed in the ECA project but not in a review project are billed at a lower rate than documents housed in both.

● For monthly-consumption based model subscriptions, fees will be based on the total amount of ECA storage that customer use each month.

● For bundle subscriptions, ECA Data may be purchased in 1 TB, 10 TB, 50 TB increments and must be accompanied by an Active Data Bundle Subscription of any size.

Suspended Data Monthly or Bundle Subscription - The Suspended Data Subscription allows Everlaw clients to store data on the platform that is not currently in use at a significantly reduced rate. Cases, investigations, and FOIA requests have a tendency to go dormant at times yet they may need to be stored for extended periods for compliance reasons or may need to come back online at some point and cannot be deleted. The Suspend Data Subscription allows clients to store these dormant cases on Everlaw at a substantially reduced rate, but they will be hidden from view for all users until returning to an Active state. All clients are able to suspend or reactivate cases whenever they wish.

● For monthly-consumption based model subscriptions, fees will be based on the total amount of Suspended storage that customer uses each month.

● For bundle subscriptions, Suspended Data may be purchased in 1 TB increments.

Additional Staging Drive Subscription - The Staging Drive Subscription accompanies every Active Data Bundle Subscription, and allows Everlaw clients to store and organize pre-processed data on the platform that may be processed and made available for review in an Active Data or ECA Data Bundle, at a substantially lower rate.

If the customer needs additional Staging Drive capacity to support their ediscovery or investigative workflows, they are able to purchase them at 5TB increments or be charged on overages.

Everlaw Add Ons (Optional)

FedRAMP Everlaw AI Assistant Monthly Subscription - Everlaw AI Assistant is a practical set of generative AI tools designed to make your work easier available as an add-on to our data storage options. Built on Large Language Models, it focuses on real-world applications that have practical use for the law. Whether it’s speeding up document review, efficiently synthesizing evidence, or building strong case narratives, Everlaw AI Assistant is a powerful resource that enhances your legal practice. User can leverage Everlaw AI Assistant to:

● Identify priority documents faster using AI-assisted coding suggestions.

● Supercharge document review by summarizing long, dense, complex documents and extracting key information at scale.

● Analyze and synthesize evidence faster by automatically creating a statement of facts with supporting evidence.

● Jumpstart the creation of compelling arguments by using AI to support brainstorming and refine narratives.

Pricing for FedRAMP Everlaw AI Assistant is based on usage of credits consumed per task. Customers get started by purchasing a monthly subscription for access to up to 10,000 credits each month. Everlaw continually innovates and the credits GSA customers purchase today can be used for future Everlaw features and capabilities (including Stored Translation). The number of credits consumed by a task will vary depending on the complexity and number of pages in the task. For example, a writing assistant task may cost 300 credits, while an individual summary of a 10-page document may cost just 1 credit. The total number of credits needed per task will be clearly visible in the platform before you begin a task. If the customer exceeds 10,000 credits in any given month, additional credits are charged in arrears through Overages.

Alternatively, GSA Customers may purchase a Consumption Subscription for FedRAMP Everlaw AI Assistant using a “pay as you go” model, in which actual credits usage is billed in Arrears Monthly.

FedRAMP Everlaw Stored Translation Monthly Subscription - Available as an add-on to our data plans, pricing for Stored Translation is based on usage of credits consumed per task. Customers get started by purchasing a subscription for access to up to 10,000 credits each month. Stored Translation expedites initial translation of high volumes of documents by creating translated text files that are stored alongside the original files. The solution is fully integrated with Everlaw’s suite of advanced analytics and review tools, giving legal teams a powerful solution to tackle multilingual document reviews. Everlaw charges based on the number of non-English characters in a document and will charge 1 credit for up to 750 characters. The customer will continue to have access to Everlaw’s ad hoc (“on-the-fly”) translation for a single document at no additional cost. If the customer exceeds 10,000 credits in any given month, additional credits are charged in arrears through Overages.

Alternatively, GSA Customers may purchase a Consumption Subscription for FedRAMP Everlaw Stored Translation using a “pay as you go” model, in which actual credits usage is billed in Arrears Monthly.

Everlaw Federal Terms of Service

These Everlaw Federal Terms of Service (the “Terms”), are effective when (A) an agency or entity of any branch of the US Federal government places an order or makes an award to Everlaw, Inc. (“Everlaw”) or an entity places an order for a Subscription (defined below) under these Terms (in either case, the “Federal Customer”) or (B) an authorized Everlaw federal partner (the “Federal Partner”) places an order on behalf of the Federal Customer (each, an “Order Form” and together with these Terms, the “Agreement”), by and between Everlaw a Delaware corporation, and the Federal Customer specified in the Order Form.

This Agreement governs Federal Customer’s access to and use of the services offered by Everlaw and referenced on the applicable Order Form (the “Service”). If the Federal Customer does not agree to the Terms, or to any part of the Agreement, or if the Terms are not incorporated into the Order Form, the Federal Customer must not use the Service.

1. THE SERVICE.

1.1. Subscriptions. Federal Customer, directly or through a Federal Partner, may enter into one or more Order Forms referencing these Terms, under which Federal Customer may purchase a Subscription. During the Term of a Subscription, Everlaw will provide Federal Customer and Authorized Users with non-exclusive access to the Service. Federal Customer may use the Service solely for Federal Customer’s own internal governmental or business purposes.

1.2. Unpaid Subscriptions. Everlaw may offer Federal Customer an Unpaid Subscription. For Unpaid Subscriptions, Everlaw may, in its sole discretion: (A) terminate any Unpaid Subscription at any time, without liability to the applicable Federal Customer and Authorized Users; (B) exclude and remove Federal Customer and Authorized Users from the Service; (C) delete or suspend Case Materials; or (D) limit Federal Customer’s maximum Storage Usage.

1.3. Authorized Users. The invitation from Federal Customer to an Authorized User to join Federal Customer’s account on the Service provisions access to that invitee on behalf of the Federal Customer even if Everlaw and/or Federal Partner processes the invitation request.

1.4. Case Materials. As part of the Service, Federal Customer or its Authorized Users are responsible to create or upload Case Materials to the Service.

1.5. No Practice of Law. Everlaw is not a law firm and does not provide legal advice or engage in the practice of law. Federal Customer acknowledges that it is not relying on Everlaw for legal advice and has not engaged Everlaw or any Everlaw employee as legal counsel.

2. FEDERAL CUSTOMER RESPONSIBILITIES.

2.1. Managing the Subscription. Federal Customer may use the Service in a manner consistent with these Terms. Federal Customer will provide Everlaw all information needed to process the Order Form to activate the Subscription and provision the Service to Federal Customer.

2.2. Managing Authorized Users. Federal Customer is responsible for managing the Authorized Users on its account on the Service.

2.2.1. Invitations and Permissions. Federal Customer is responsible for determining which persons to invite to join the Federal Customer’s account on the Service and for all actions by Authorized Users on Federal Customer’s account on the Service. Federal Customer is solely in control of the individual permissions on Federal Customer’s accounts, Databases, and Projects.

2.2.2. Acceptable Use Policy. Federal Customer must ensure that each Authorized User abides by Section 3 (Acceptable Use).

2.2.3. Federal Customer’s Obligations. Federal Customer must: (A) inform an Authorized User of any relevant Federal Customer policies, practices, rules of behavior, and any settings that may impact the processing of Federal Customer Data whether under FISMA or any other applicable law or legal order; (B) obtain any rights, permissions, or consents that are necessary for the Authorized User’s lawful use of Federal Customer Data and the operation of the Service; (C) ensure that the transfer and processing of Federal Customer Data under the Agreement is lawful; and (D) respond to and resolve any dispute with an Authorized User relating to or based on Federal Customer Data, the Service, or Federal Customer’s failure to fulfill its obligations under the Agreement or applicable law.

2.2.4. Suspending an Authorized User. Federal Customer must suspend an Authorized User’s access to the Service if Federal Customer or Everlaw reasonably determines that: (A) Authorized User’s use of the Service disrupts or creates a security risk to the Service or Everlaw systems; or (B) Authorized User is using the Service in violation of any applicable law or regulation, the Acceptable Use Policy, or the applicable Agreement. If Everlaw detects any Authorized User’s violation or suspected violation of the Acceptable Use Policy or the applicable Agreement, Everlaw will use commercially reasonable efforts to notify Federal Customer by sending an email to the Commercial Contact’s address. Everlaw reserves the right to temporarily suspend or terminate an Authorized User’s access to the Service for any of the reasons stated in (A) or (B) above.

2.3. Managing Case Materials.

https://www.everlaw.com/

2.3.1. Accuracy and Legality. Federal Customer acknowledges and agrees that Federal Customer and its Authorized Users control the content of any Case Materials inputted, transmitted, uploaded, transferred, submitted, replicated, or in any other way accessed or used through the use of and for the purposes of providing the Service and is responsible for the accuracy, content, and legality of the Case Materials. Everlaw does not require any specific data from Federal Customer or its Authorized Users in order to operate the Service and is not responsible for accuracy, content, and legality of any Case Materials uploaded to the Service.

2.3.2. Lawful Use. Federal Customer acknowledges and agrees that it will obtain and maintain any necessary consents and permissions and provide and make any necessary notifications required to ensure: (A) lawful disclosure, provision, or availability of the Federal Customer Data to Everlaw, including any consents required to enable the lawful transfer of Federal Customer Data to Everlaw located in the United States; and (B) Everlaw’s use, storage, process, and handling of the Federal Customer Data on behalf of Federal Customer is legal.

2.3.3. Prohibited Data. Federal Customer acknowledges and agrees that it will not input, transmit, upload, transfer, submit, or replicate any Case Materials into the Service that contain Federal Tax Information or Criminal Justice Information without providing prior written notice to Everlaw. Everlaw is not responsible for securing any prohibited data that is provided without notice.

2.4. Managing Claims. Federal Customer is responsible for any Claim arising from: (A) the use or display of any Federal Customer Data in accordance with these Terms; (B) any litigation matter in which Federal Customer or any Authorized User is engaged; or (C) Federal Customer’s breach of its obligations or inaccuracy of its representations and/or warranties under this Agreement.

Notwithstanding anything to the contrary, the maximum amount of all fees and damages paid in connection with Federal Customer’s responsibility under this Section 2.4 to Everlaw will not exceed the amount of appropriated funds available at the time payment must be made. Everlaw will provide Federal Customer with: (A) prompt written notice of a Claim; (B) sole control over the defense and settlement of a Claim; and (C) information Federal Customer reasonably requests.

Federal Customer will not settle any Claim without Everlaw’s written consent, not to be unreasonably withheld or delayed, unless such claim unconditionally releases Everlaw.

3. ACCEPTABLE USE.

3.1. Prohibited Uses. Federal Customer and its Authorized Users must not: (A) resell or sublicense the Service (except that, if Federal Customer is a lawyer or a law firm, it may pass Everlaw’s fees onto its clients); (B) modify, adapt, decompile, attempt to reverse engineer, or copy the Service; (C) share user accounts; (D) transmit, store, or process data that falls within the definition of “Protected Health Information” under HIPAA except as permitted by an executed HIPAA Business Associate Agreement; (E) violate the Agreement; or (F) use the Service (i) in a way prohibited by law or that would cause Federal Customer, an Authorized User, or Everlaw to be out of compliance with applicable law, (ii) to violate any rights of others, (iii) to cause loss or damage to any person or property, (iv) to try to gain unauthorized access to, test the vulnerability of, or disrupt the Service or any other service, device, data, account, or network, (v) to distribute spam or malware, (vi) in a way that could harm the Service or impair anyone else’s use of it, (vii) in a way intended to work around the Service technical limitations, Subscription fees calculation, or usage limits, (viii) avoid security protections, password requirements, or other authentication settings established for Federal Customer’s account, or (ix) while misrepresenting an affiliation with a person, organization, or entity.

3.2. Obligations. Federal Customer and Authorized Users must: (A) use a browser that utilizes SSL and TLS 1.2 or higher; (B) take reasonable care to prevent unauthorized access; (C) only upload or access Federal Customer Data to which it is expressly authorized; (D) take reasonable care when inviting individuals to access the Service and granting permissions; and (E) report all actual or suspected security incidents or vulnerabilities, or violations of this Section 3 (Acceptable Use) to the Everlaw Security Team (security@everlaw.com).

3.3. Third Party Violations. Federal Customer and Authorized Users will not authorize, permit, enable, induce or encourage any third party to violate the Terms.

3.4. Cooperation. If Everlaw reasonably believes a problem with the Service is due to an Authorized User’s use, then Federal Customer must cooperate with Everlaw to identify the source of the problem and to resolve it.

4. FEES AND BILLING.

4.1. Fees. Federal Customer will pay the fees in accordance with the terms in the applicable Order Form..

4.2. Overage. If the Federal Customer’s Storage Usage for 2 consecutive months exceeds the Federal Customer’s amount of purchased Subscription Storage Capacity based on its Minimum Commitment, Everlaw may automatically calculate and charge the Federal Customer the Monthly Unit Price for the additional capacity used.

4.3. Invoices. Unless otherwise stated on an Order Form, payment for invoices is due within 30 days of the receipt date of any invoice.

5. INTELLECTUAL PROPERTY RIGHTS & RESTRICTIONS.

5.1. Ownership of Federal Customer Data. Federal Customer owns the Federal Customer Data and Everlaw agrees that it obtains no Intellectual Property Rights in the Federal Customer Data except the limited license granted in this Agreement. Federal Customer grants Everlaw a worldwide, limited, non-exclusive, royalty-free license to use the Federal Customer Data to provide the Service to Customer and Authorized Users and to support, manage, and improve the Service, subject to the obligations in Section 8 (Confidentiality).

5.2. Everlaw Intellectual Property. Everlaw will retain all Intellectual Property Rights in the Service, including all derivatives, changes, and improvements, and Federal Customer agrees that it obtains no Intellectual Property Rights or licenses by these Terms except those expressly granted in these Terms. Federal Customer agrees that it will: (A) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Service; (B) not represent that it possess any proprietary interest in the Service; (C) not directly or indirectly, take any action to contest Everlaw’s Intellectual Property Rights or infringe them in any way; and (D) except as specifically permitted under the Agreement, not use the name, trademarks, trade-names, and logos of Everlaw.

5.3. Feedback. Federal Customer may provide Everlaw with Feedback. Federal Customer grants Everlaw a non-exclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Everlaw acknowledges that the ability to use this Agreement and any Feedback provided as a result of this Agreement in advertising is limited by GSAR 552.203-71. Feedback is provided to Everlaw on an “as-is” basis without warranties of any kind.

5.4. Limited Marketing Rights. Federal Customer authorizes the inclusion of its name on the Everlaw website and in Everlaw’s marketing materials, listing the fact that Federal Customer is a customer of Everlaw provided that Everlaw includes a disclaimer substantially similar to: “The presence of [Federal Customer]’s name and logo [on this site/in this document] does not constitute an endorsement, recommendation, or favoring by [Federal Customer]”. Federal Customer may mailto:security@everlaw.com withdraw this consent in writing.

6. PRIVACY AND SECURITY. Notwithstanding Federal Customer’s obligations under Section 2 (Federal Customer Responsibilities), Everlaw will implement reasonable and appropriate measures in the Service designed to protect applicable Federal Customer Data against accidental or unlawful loss, access, or disclosure in accordance with Everlaw’s FedRAMP System Security Plan. Everlaw will only access or use Federal Customer Data to provide the Service, and may use Federal Customer Data and Service-Generated Data to support, manage, and improve the Service. In addition to the prohibited uses in Section 3.1 (Prohibited Uses), Federal Customer must not process or send Federal Customer Data to or in the Everlaw corporate services, except with respect to Federal Customer’s Administrative Data.

7. THIRD-PARTY SERVICES AND OPEN SOURCE SOFTWARE. Use of any third party services contained within the Service or in combination with the Service is governed by the Service Specific Terms.

8. CONFIDENTIALITY.

8.1. Nondisclosure. The Recipient agrees that it will use Confidential Information of the Disclosing Party only to exercise its rights and fulfill its obligations under this Agreement and will use the same standard of care it uses to safeguard its own Proprietary Information, but in no event less than reasonable care to prevent disclosure of the Proprietary Information. The Recipient may disclose the Disclosing Party’s Proprietary Information: (A) to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; (B) with the Disclosing Party’s written consent; or (C) regardless of any other provision in this Agreement, as strictly necessary to comply with a court or other legal order, provided the Recipient promptly notifies the Disclosing Party prior to such disclosure unless legally prohibited from doing so. The Recipient will comply with the Disclosing Party’s reasonable requests to oppose and narrow the scope of disclosure of its Proprietary Information.

8.2. Exceptions. Information is not Proprietary Information if a party can prove the information: (A) is known before receipt from the Disclosing Party, without any obligation of confidentiality; (B) becomes known to the Recipient directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (C) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; (D) Recipient has independently developed the information without use of the Disclosing Party’s Proprietary Information or (E) is disclosed with the prior written approval of the Disclosing Party. Everlaw recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.

9. REPRESENTATIONS AND WARRANTIES.

9.1. Mutual Representations and Warranties. Each party represents and warrants that it has the necessary corporate authority to enter into this Agreement, and this Agreement is a valid and binding obligation, enforceable against it.

9.2. Federal Customer Representations and Warranties. Federal Customer represents and warrants to Everlaw that: (A) Federal Customer and its Authorized Users have all necessary rights and authority to upload the Case Materials to the Service without violating any third party’s proprietary or privacy rights, including Intellectual Property Rights; (B) the Documents do not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (C) Federal Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement.

9.3. Everlaw Representations and Warranties. Everlaw represents and warrants that it will comply with all laws and regulations applicable to its provision of the Service.

9.4. DISCLAIMER OF WARRANTIES. EVERLAW WARRANTS THAT THE SERVICE WILL, FOR A PERIOD

OF SIXTY(60) DAYS FROM THE DATE OF YOUR RECEIPT, PERFORM SUBSTANTIALLY IN

ACCORDANCE WITH SERVICE WRITTEN MATERIALS ACCOMPANYING IT. EXCEPT AS

EXPRESSLY STATED IN THIS AGREEMENT, EVERLAW PROVIDES THE SERVICE TO FEDERAL

CUSTOMER ON AN “AS IS” BASIS, “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY

KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY,

NON- INFRINGEMENT OR FITNESS FOR PARTICULAR PURPOSE, WHETHER ALLEGED TO ARISE

BY LAW, BY USAGE IN THE TRADE, BY COURSE OF DEALING OR COURSE OF PERFORMANCE.

EVERLAW DOES NOT WARRANT THAT THE SERVICE WILL BE DELIVERED OR PERFORMED

ERROR-FREE OR WITHOUT INTERRUPTION OR THAT FEDERAL CUSTOMER WILL ACHIEVE ANY

PARTICULAR RESULTS BY USE OF THE SERVICE. EVERLAW DOES NOT COMMIT TO FIXING ALL

ERRORS IN THE SERVICE.

10.LIMITATION OF LIABILITY.

10.1. EXCLUSION OF DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING

LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE

GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER

FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR

OTHERWISE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES.

10.2. MAXIMUM AGGREGATE LIABILITY. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF, OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL

AMOUNT OF FEES PAID OR PAYABLE BY FEDERAL CUSTOMER TO EVERLAW DURING THE 12

MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES.

10.3. ACKNOWLEDGEMENT. THE LIABILITIES LIMITED BY SECTION 11 (LIMITATION OF LIABILITY)

WILL APPLY TO ALL LIABILITY: (A) REGARDLESS OF THE FORM OF ACTION, WHETHER IN

CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (B) EVEN IF A PARTY IS

ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF

SUCH DAMAGES WERE FORESEEABLE; AND (C) EVEN IF A PARTY’S REMEDIES FAIL OF THEIR

ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF

THIS SECTION 10.3, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT

PERMISSIBLE BY SUCH LAW. THIS SECTION 10 (LIMITATION OF LIABILITY) WILL NOT IMPAIR

THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF THE

AGREEMENT AS PERMITTED UNDER ANY APPLICABLE FEDERAL FRAUD STATUTE, INCLUDING

THE FALSE CLAIMS ACT (31 U.S.C. 3729-3733). THE FOREGOING LIMITATION OF LIABILITY

SHALL NOT APPLY TO (1) PERSONAL INJURY OR DEATH RESULTING FROM LICENSOR’S

NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY OTHER MATTER FOR WHICH LIABILITY

CANNOT BE EXCLUDED BY LAW.

11.TERM; TERMINATION.

11.1. Term. These Terms apply if an effective Order Form exists between Everlaw and a Federal Customer or Federal Partner on Federal Customer’s behalf, or until otherwise terminated.

11.2. Temporary Suspension. Everlaw may temporarily suspend Federal Customer’s access to the Service if Everlaw reasonably determines that: (A) Federal Customer’s and/or an Authorized User’s use of the Service disrupts or creates a security risk to the Service or Everlaw systems; (B) Federal Customer and/or an Authorized User is using the Service in violation of any applicable law or regulation or these Terms; or (C). Everlaw may ask Federal Customer to act within a reasonable time to correct a violation. If Federal Customer fails to comply with Everlaw’s request, Everlaw may suspend Federal Customer’s account in accordance with Section 13.7, 41 U.S.C. § 71 (Contract Disputes) and FAR 52.233-1-1 (Disputes).

11.3. Termination for Cause. Subject to 41 U.S.C. § 71 (Contract Disputes) and FAR 52.233-1-1 (Disputes) and unless a remedy is otherwise ordered by a United States Federal Court, Everlaw may terminate the Agreement if it is determined that Federal Customer failed to comply with the Terms. Federal Customer may terminate the Agreement effective immediately upon written notice to Everlaw if Everlaw: (A) fails to cure a breach of the Agreement within 30 days of notice of the breach; (B) commits an incurable material breach of the Agreement; or (C) terminates or suspends its business.

11.4. Termination for Convenience. Federal Customer may terminate the Agreement for its sole convenience in accordance with FAR 52.212-4(l) or GSAR 552.212-4(l) if either clause is applicable to the relevant Order Form.

11.5. Termination for Default. If Everlaw defaults under the Agreement, Federal Customer may terminate the Agreement in accordance with FAR 52.212-4(m) or GSAR 552.212-4(m) if either clause is applicable to the relevant Order Form.

11.6. Effect of Termination. If the Agreement ends, Federal Customer’s access to and use of the Service will end and Federal Customer agrees to stop using the Service immediately.

11.7. Survival. Sections 5 (Intellectual Property Rights & Restrictions), 6 (Privacy and Security), 7 (Third Party Services and Open Source Software), 8 (Confidentiality), 9 (Representations and Warranties), 10 (Limitation of Liability), and 12 (Miscellaneous) will survive the end of the Agreement.

12.MISCELLANEOUS.

12.1. Governing Law. Federal laws of the United States govern the Agreement without reference to conflict of laws. In the absence of federal laws and/or to the extent federal law permits, the laws, excluding the conflict of law principles, of the State of California governs the Agreement.

12.2. Commercial Terms. Services are a commercial item as defined in FAR 2.101. These Terms reflect:

(A) standard commercial practices for the acquisition of the Service; and (B) terms and conditions that Everlaw customarily provides to its other customers. These Terms apply to Federal Customer’s use of the Service as consistent with federal law and regulations. If the Agreement conflicts with federal law and regulations (see FAR 12.212(a)), those terms are deleted and unenforceable as applied to any Order Forms.

12.3. Assignment. Unless law or regulation do not allow restrictions on transfer, Federal Customer may only assign the Terms, any Order Form, or any right or obligation under the Agreement, or delegate any performance, with Everlaw’s prior written consent, which will not be unreasonably withheld. Everlaw may assign its right to receive payment in accordance with the Assignment of Claims Act (31 U.S.C. § 3727) and FAR 52.212-4(b), and may assign the Agreement if the Anti-Assignment Act (41 U.S.C. § 15) does not prohibit the transfer. Subject to FAR 42.12 (Novation and Change-of-Name Agreements), Federal Customer must recognize Everlaw’s successor in interest following a transfer of all or substantially all of Everlaw’s assets or a change in Everlaw’s name. Any assignment contrary to this Section 13.3 will be void. The Agreement will be binding upon and benefit the parties and their respective successors and assigns.

12.4. Notices. All notices and other communications will be in writing and given when sent by email.

12.5. Relationship of Parties. Federal Customer, Federal Partner if any, and/or Everlaw are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. No party will hold itself out as an agent of another party. These Terms do not create or imply any partnership, agency, joint venture or formal business entity of any kind.

12.6. Severability. If any provision of these Terms is held invalid or unenforceable, it will be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect.

12.7. Force Majeure. Except for payment obligations under these Terms, in accordance with 552.212-4(f), neither party will be liable for any loss, damage, or penalty resulting from such party’s failure to perform its obligations when the failure is due to events beyond its reasonable control including, flood, earthquake, fire, acts of God, military insurrection, civil riot, or labor strikes.

13.DEFINITIONS.

13.1. Account Information means information about a Federal Customer that it provides to Everlaw in connection with the creation, administration, or updating of its account. For example, Account Information includes names, usernames, phone numbers, email addresses, and billing information associated with Federal Customer’s account.

13.2. Active Data means any of the Federal Customer’s Case Materials uploaded to or hosted on the Service which is not in Suspended Mode or in an ECA Project.

13.3. Administrator Access means the level of access that allows an individual to administer the Service by having the ability to select organization settings and permissions on the Service.

13.4. Administrative Data means specific Federal Customer Data that is permitted within Everlaw corporate services established in Everlaw’s FedRAMP System Security Plan such as information Federal Customer provides to Everlaw in connection with the creation, administration, or support of Federal Customer’s account on the Service. For example, Administrative Data includes Account Information, Support Data, Database names, and Project names.

13.5. Annual Fee means an annual fee based on a Minimum Commitment.

13.6. Authorized User means anyone whom (A) the Federal Customer or (B) a person with Administrator Access to the Service on a Federal Customer’s account, has invited to join Federal Customer’s account on the Service. Authorized Users may be employees, contractors, or agents of Federal Customer including attorneys representing Federal Customer.

13.7. Case Materials means the Documents uploaded to and any content created in the Service by the Federal Customer or an Authorized User. It does not include Administrative Data, though Administrative Data is considered Proprietary Information subject to Section 8 (Confidentiality).

13.8. Claim means, collectively, any third-party claims, demands, and actions.

13.9. Criminal Justice Information means all of the Federal Bureau of Investigation (FBI) Criminal Justice Information Systems (CJIS) provided data necessary for law enforcement and civil agencies to perform their missions including but not limited to biometric, identity history, biographic, property, and case/incident history data.

13.10. Database means the repository where all of Federal Customer’s Case Materials are uploaded and stored within the Service.

13.11. Disclosing Party means the party that discloses Proprietary Information to the other party.

13.12.Dispute means any controversy, claim, or dispute arising out or relating to this Agreement, or the alleged breach of the Agreement.

13.13.Document means the reviewable object in its uncompressed, unpacked format. It may include any combination of text, images, and/or native files.

https://www.everlaw.com/ https://www.lawinsider.com/dictionary/criminal-justice-information

13.14. Documentation means the Everlaw documentation (as may be updated from time to time) in the form generally made available by Everlaw to its customers for use with the Service at https://support.everlaw.com/hc/en-us (which URL link may be updated from time to time).

13.15. Federal Customer means an agency or entity of any branch of the US Federal government or other entity that directly or indirectly contracts for the use of the Service.

13.16. Federal Customer Data means the Federal Customer’s Case Materials and Administrative Data. It does not include Service-Generated Data.

13.17. Federal Partner means an Everlaw partner authorized to place orders on behalf of a Federal Customer.

13.18. Federal Tax Information means a return and return information as defined in the Tax Code, Section 6103(b) that is received directly from the United States Internal Revenue Service or a United States Internal Revenue Service-authorized secondary source and that is subject to the confidentiality protections and safeguarding requirements of the United States Internal Revenue Code and corresponding federal regulations and guidance.

13.19. FedRAMP means the Federal Risk and Authorization Management Program.

13.20. Feedback means ideas, suggestions, feedback, recommendations, or improvements pertaining to the Service provided by Federal Customer and Authorized Users.

13.21. FISMA means the Federal Information Security Modernization Act of 2014, which amends the Federal Information Security Management Act of 2002.

13.22. HIPAA means the U.S. Health Insurance Portability and Accountability Act (HIPAA) of 1996.

13.23. Intellectual Property Rights means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other similar rights (registered or unregistered).

13.24. Minimum Commitment means a Subscription that comes with either: (A) a fixed minimum Storage Capacity reserved for Federal Customer’s use; or (B) an amount of Storage Usage that, when calculated, is an amount equal to the minimum recurring fee Everlaw charges the Federal Customer.

13.25. Monthly Unit Price means a price per gigabyte of Storage Usage per month.

13.26. Native Data means the Documents within the Case Materials the Federal Customer or an Authorized User uploads via the native uploader functionality or created and processed by the Service.

13.27. Order Form means the document incorporated into these Terms and stating the Federal Customer’s Subscription.

13.28. Processed Data means the Documents within the Case Materials the Federal Customer or an Authorized User uploads via the processed uploader functionality or created by the Service.

13.29. Projects mean the repositories created within a Database where Federal Customer and Authorized Users utilize the Service.

13.30. Proprietary Information means all information that is designated as confidential and/or proprietary or that should reasonably be understood to be confidential or proprietary given the nature of the information and the circumstances of the disclosure, including: (A) with respect to Federal Customer, Federal Customer Data; and (B) with respect to Everlaw, the pricing terms offered to Federal Customer by Everlaw.

https://support.everlaw.com/hc/en-us

13.31.Recipient means the party that receives Proprietary Information from the other party.

13.32. Service means the applicable Everlaw hosted eDiscovery and document management platform procured in the Order Form, as described in the Documentation.

13.33. Service-Generated Data means all data generated or derived from a Federal Customer's and Authorized Users’ interaction with and use of the Service, including data such as: (A) crash history;

(B) time the Service takes to load; (C) configuration data; and (D) diagnostic, capacity, and usage information to determine storage requirements. Everlaw uses this data to ensure performance, security, scaling and other services that impact the customer experience and ensure that Everlaw’s services are operating at the levels its customers require.

13.34. Service Specific Terms means the then-current terms specific to one or more Everlaw or third party services contained within the Service attached hereto and available at https://www.everlaw.com/service-specific-terms/, as may be non-materially updated from time to time.

13.35. Storage Capacity means the minimum commitment storage amount that Federal Customer purchases stated in the applicable Order Form.

13.36. Storage Usage means the actual number of bytes of data Federal Customer uses on the Service, calculated on a monthly basis by the method stated in the applicable Order Form.

13.37. Subscription means access to and usage of the FedRAMP authorized Service subject to this Agreement and referenced on the applicable Order Form.

13.38. Suspended Mode means Case Materials that are uploaded to the Service but are designated as suspended by an Authorized User with Administrator Access.

13.39. Team means Everlaw’s employees that comprise the Customer Experience Department.

13.40. Technical Support Data means the information Federal Customer provides to Everlaw for the purpose of obtaining technical Support Services. Technical Support Data is not considered Case Materials, but it remains subject to confidentiality obligations.

13.41. Technical Support Services means training, assistance with uploading Case Materials, project management, and/or telephonic support provided by Everlaw.

13.42. Term means the period from the Start Date, as indicated in an applicable Order Form, and through the End Date, or until this Agreement is otherwise terminated.

13.43. Terms means these Everlaw Federal Terms of Service, including all attachments.

13.44. Unpaid Subscription means access to and use of the Service, or certain…