ASTREA TERMS OF SERVICE

Conflicts

We confirm that Astrea has no conflicts of interest in respect of this matter.

Performance of the Services

The Services will be performed by our team, who typically work remotely. Should on-site work be required, we are open to discussing the necessary arrangements. Please note that while we support legal processes, we do not provide legal services as we are not a law firm.

Project Scope

The required services to be provided are generally Data Hosting, eDiscovery consulting services and electronic document management.

You have agreed to provide us with access to this data and written instructions with respect to the manner in which you would like this data to be organized and managed. As the project progresses, additional data may be collected and processed, which will be subject to additional fees.

Representations and Warranties

You represent and warrant that you have obtained all necessary consents to upload data to our systems or third-party servers, enabling us to perform the Services. This includes consents required by law for the collection, use, and disclosure of personal information, including sharing with Authorized Users, Astrea’s personnel, agents, contractors who are involved in providing eDiscovery Services or performing functions related to the software maintenance or administration required for the provision of eDiscovery Services.

Our offices and personnel managing this matter are based in Toronto, Canada.

Please note that Astrea does not provide any express or implied warranties regarding the Services, including but not limited to uninterrupted service or the accuracy of information, nor does Astrea provide any warranty in respect of any third-party material or third-party material software. All such warranties are excluded to the fullest extent permitted by law.

Fees and Payment

The fees for our Services are detailed in the attached Schedule A. A fee estimate for the initial project scope has been provided in the attached Schedule B.

As is normal practice with all of our clients, a retainer of xxxx dollars ($xx.00) is required and will be applied to our final invoice. An invoice for this retainer is attached as Schedule C. Any residual funds will be returned to you.

Disbursements are payments we make to third parties to carry your matter forward. These may include long-distance calls (where significant), out-of-town travel expenses, and all other reasonable out of pocket expenses, in all cases on a demonstrated cost basis without markup, and as approved by you in advance. The Client will be responsible for paying the disbursements together with any applicable taxes.

All pricing contained herein is exclusive of HST and reasonable disbursements.

*Fee estimates are merely estimations of units and costs, and not an invoice. Estimates may reflect an actual invoice but are meant only to be used as a guide or illustration of fees, as such no warranty or guarantee is offered or provided to you or the client.

Should the project be cancelled or paused or placed on hiatus, only monthly fees associated with hosting the data shall apply.

Limitation of Liability

Astrea’s limitation of liability for any actions, damages, claims, fines, penalties, complaints, demands, suits, proceedings, liabilities, costs, expenses, or losses (collectively, “Claims”) in any way arising out of or relating to the services performed hereunder are limited to an aggregate amount not exceeding the fees paid to Astrea under this engagement.

Support

Any support is traditionally offered during normal business hours, being Monday through Friday 9:00 am – 5:00 pm EST. Support required outside of normal business hours may be subject to additional charges. Support requests should be directed to TBarbiero@astrea-ediscovery.com  or by texting or calling 647-339-8909.

Representation of Other Clients

You are aware that Astrea eDiscovery represents many other companies and individuals. It is possible that during the time that we are representing you, some of our present or future clients in other matters will have disputes or transactions with you, or Astrea eDiscovery will be asked to represent a party to which you are adverse or competitive or is within your industry or otherwise provides similar, tangential or analogous services to you.

Except as outlined above, you agree that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work on a specific matter for you even if the interests of such clients in those other matters are adverse to you, or you are adverse to those other clients generally and provided that there are appropriate safeguards in place to ensure that none of your confidential information is used or accessible in respect of such other matter(s). You should know that it is our current practice with other clients to ask for similar agreements to preserve our ability to represent you.

Termination

To terminate or alter this engagement, we will require thirty (30) calendar days’ notice and similarly, we will provide thirty (30) calendar days’ notice to you. Further, we reserve the right to terminate our services to you on 30 days’ notice for good reasons which include but are not limited to: (a) if you fail to cooperate with us in any reasonable request; (b) if our continuing to act would be unethical or similarly inappropriate; (c) if you fail to pay our accounts when due or force majeure. Astrea’s representation of you in this matter will terminate upon Astrea sending its final statement for services.

Confidentiality

Astrea, including its employees, agents, subcontractors and representatives, acknowledges and agrees that any and all documents and information collected or prepared by Astrea pursuant to this Retainer Agreement, including information or documents provided by the Client to Astrea, or produced by Astrea for the Client in the performance of the Services, including the subject matter, parties, and fact of the engagement (collectively the “Client Data”), is strictly confidential. Astrea agrees to hold all Client Data in strict confidence and to use Client Data solely for the purpose of fulfilling its obligations under this Retainer Agreement.

Astrea agrees to maintain the confidentiality of all Client Data and will not disclose the Client Data to any third parties, except with the Client’s written consent or as expressly permitted by this Agreement. Astrea shall implement and maintain appropriate technical and organizational measures to protect against disclosure, whether intentional or inadvertent, of the Client Data, as well as against unauthorized or unlawful access to or processing of the Client Data.

The Client understands that the Client Data may become subject to discovery pursuant to applicable laws. However, until the Client Data is sought by summons or other legally binding court order, it will be maintained by Astrea as confidential. Unless prohibited by law, Astrea agrees to notify the Client promptly of any of the following events: (a) a request by anyone to examine, inspect, or copy such documents or records; or (b) any attempt to serve, or the actual service of, any court order, or summons upon Astrea that requires the production of such documents or records.

The Client acknowledges that certain of the Services may be performed by subcontractors to Astrea, including, but not limited to, Reveal (each a “Subcontractor” and collectively, the “Subcontractors”). Astrea confirms and accepts that any Subcontractors are subject to the same confidentiality undertakings as those set forth in this retainer. Astrea further agrees that its retainers with third parties including the Subcontractors will include a confidentiality clause substantially similar to the one outlined above.

Upon termination of this Retainer Agreement, or at any time upon the request of the Client, Astrea shall promptly return or destroy all Client Data, including all copies, extracts, and summaries thereof, in its possession or under its control, and certify in writing that it has done so.

The obligations of confidentiality contained in this Retainer Agreement shall survive the termination or expiration of this Agreement.

Privacy Policy

In the course of the engagement, you may provide to us (and we may collect) personal information that is subject to applicable privacy protection laws. On your behalf, we will collect, use, or disclose that personal information for providing the Services to you and for those purposes described in our Privacy Policy.

Return and Disposal of Data

Upon termination of this engagement, we will return or dispose of all Client data in accordance with your instructions. If no instructions are provided, the data will be destroyed in a non-forensic manner at your expense.

Breakdown in Internet Access

You and your Client(s) acknowledge and agree that Astrea does not provide any guarantees regarding Internet and telecommunication network access, including the capacity to transport data. Astrea does not guarantee uninterrupted or error-free access to its Services, the correction or defects, or complete security of the Services and will not be responsible for any issues, delays or failures arising from the same.

Interruptions and Major Disruptions

Astrea retains the right to interrupt its eDiscovery Services at any time in the event of issues with its eDiscovery systems. It is understood that during such interruptions, Astrea may be unable to receive, collect, process, or provide access to the Data, and the Client may be unable to access or utilize the Services.

Astrea and various third parties or manufacturers of its software may from time to time make updates and changes to our eDiscovery Services, systems and or its software, including without limitation to improving or fixing the quality, delivery, experience, or performance of its Services.

Legal Obligations

If Astrea is required by law, government regulation, subpoena, or other legal process to produce documents or data or personnel as witnesses related to this Agreement, Client shall reimburse Astrea for the professional fees as set out in Schedule A, including reasonable legal fees incurred in responding to such request, and related taxes.

Entire Agreement

The entire agreement between you and us is comprised of in this engagement letter.

Governing Law

Our engagement with you is governed by, and is to be interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable in Ontario, excluding any rule or principle of conflicts of law that may provide otherwise. The parties irrevocably attorn to the jurisdiction of the Courts of Ontario, which will have non-exclusive jurisdiction over any matter arising out of this agreement.