Last updated September 11, 2019
WELCOME TO NEXTPOINT. PLEASE READ ALL OF THE FOLLOWING USER AGREEMENT CAREFULLY AS IT CONTAINS INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS, EXCLUSIONS, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Nextpoint, Inc. (“Nextpoint”, “we”, “us” and/or “our”), is an Illinois corporation with its principal place of business at 4043 N. Ravenswood, Chicago, IL 60613. Nextpoint provides a proprietary web application that provides users with a platform to store content, share and process electronic files, data, text, audio, video, images and other content, and generally manage sensitive, privileged legal related data. Nextpoint’s services are accessible at www.nextpoint.com, its mobile applications, and various online tools and services (collectively, the “Service”). The term “you” or “your” or “User” refers to you. If you are accessing the Service on behalf of a company, corporation, or other entity, then “you,” “your,” and “User,” refers to that entity.
SHOULD YOU NOT ACCEPT THESE TERMS, YOU MUST NEITHER ACCESS NOR OTHERWISE USE THE SERVICE.
Changes to Terms. Nextpoint reserves the right to alter the Agreement at its sole discretion and with reasonable notice, except where a legal or administrative reason requires immediate amendment of these terms. Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via Nextpoint or related Nextpoint blogs. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don’t agree to any of the changes, we’re not obligated to keep providing the Service, and you must cancel and stop using the Service. These terms will govern any disputes arising before the effective date of the amended terms.
Age of User. By accessing and using the Service, you represent, warrant, and affirm that you are at least 18 years of age, an emancipated minor, or have acquired a parent or guardian’s consent. You hereby affirm that you are, at a minimum and without exception, 13 years old. The Service is not intended to be accessed or utilized by children less than 13 years of age. If your use of the Service is illegal or otherwise prohibited in the jurisdiction where you are located, you are prohibited from accessing and utilizing the Service. If you are accessing the Service on behalf of a corporation or some other entity, you represent and warrant that you are authorized to do so.
Overview of Service.
a. Description. The Service is a proprietary platform that provides tools for users to better process and manage legal related, confidential and attorney-client privileged data and work product. The Service provides a platform for online storage, sharing and processing of internal client files and data related to your client(s), including but not limited to case files, discovery materials, internal communications, and any other documents, materials, images, video, audio, or other content (“User Content”). For more information on the different functionalities of the Service and to learn how to take full advantage of the Service’s capabilities, visit http://www.nextpoint.com/.
b. Payment. Investment level, terms and payment methods will be set forth in the Nexpoint Licensing Agreement (the “Licensing Agreement”), which this Agreement is incorporated into by reference.
Support Services. Nextpoint will provide support services, providing you with consultation services by telephone or e-mail to allow you to report problems, bugs and defects and to ask questions concerning specific features and functionalities of the Nextpoint Service. We will use reasonable efforts to address issues and questions in a time frame commensurate with their urgency and severity.
User Registration. Although you may browse the Service without registering, you will need to first register with the Service before using it by signing up for Nextpoint pursuant to the terms of the Licensing Agreement.
To be a registered user of the Service, you hereby agree to: 1) provide true, accurate and complete information (“Registration Data”) as prompted by any Service registration form; and 2) maintain and promptly update your Registration Data to keep it accurate and complete. Nextpoint reserves the right to suspend or terminate your access to and use of the Service, or any portion thereof, on the basis of inaccurate or incomplete Registration Data.
You may be required to select a username and password when completing the registration process. You are solely and fully responsible for maintaining the confidentiality of your own username and password, and you are solely and fully responsible for all activities occurring under your username and password. You agree to: 1) immediately notify Nextpoint of any unauthorized use of your username and password or any other breach of security; and 2) ensure that you log off from your account at the end of each session. Nextpoint shall not be liable for any loss, damage or other liability arising from your failure to comply with this section or from any unauthorized access to or use of your account.
Grant of License. Subject to this Agreement, the Licensing Agreement, Nextpoint policies, and to the extent permitted under all applicable laws and regulations, Nextpoint grants you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right and license to access and use the Service for purposes consistent with this Agreement and the Licensing Agreement.
Acceptable Use Policy.
a. Your Responsibilities. By registering for, accessing and using the Service, you understand and agree that you are responsible for the following:
i. Your compliance with this Agreement;
ii. Taking appropriate security measures to prevent the unauthorized disclosure of your user passwords, login information, or other credentials used to access your account;
iii. The accuracy, quality, integrity, legality, reliability, and appropriateness of the User Content and of the means by which you acquired the User Content;
iv. Complying with applicable state, federal and international laws, regulations, and ordinances with respect to your use of the Service;
v. All activity that occurs under your account; and
vi. Procuring all necessary rights to use any third party software (e.g., web browser), services (e.g., internet access) or equipment that may be needed to use the Service.
b. Restrictions on Use. You further agree not to:
i. Use any content or information available through the Service for any unauthorized purpose;
ii. interfere with or damage the Service including, without limitation, through the use of viruses, spyware, malware, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing, or methods that in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
iii. collect, store, or distribute any information about any other user other than in the course of the permitted use of the Service;
iv. impersonate any person, company, or entity;
v. restrict or inhibit any other user from using or enjoying the Service;
vi. intentionally or unintentionally violate any applicable law or regulation;
vii. modify, sublicense, translate, sell, circumvent, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Service or any software used on or for the Service; or
viii. assist any third party in doing any of the foregoing.
User Content. You (or the party that has entrusted you with it) own all of the User Content. As such, you are solely responsible for all User Content that you supply to Nextpoint and for all acts or omissions that occur relating to the use and/or disclosure of the User Content. However, in order to provide the Service to you, we may have to access and use your User Content.
Updates to Service. Nextpoint reserves the right, in its sole discretion, to make necessary unscheduled deployments of modifications, updates or enhancements to the Service at any time. We may add or remove functionality or features, and may suspend or stop a Service at our discretion.
Proprietary Rights. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Service (excluding any licenses granted to Nextpoint hereunder by you or third parties) (collectively, “Service Content”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Unless expressly authorized in this Agreement, the Licensing Agreement, or in writing by Nextpoint, you agree not to sell, license, modify, distribute, reproduce, publicly display or perform, publish, or create derivative works from any Service Content available on or created through the Service. Reproducing, copying or distributing any Service Content for any other purpose is strictly prohibited without the express prior written permission of Nextpoint. You shall use the Service Content only for purposes that are permitted by these Terms and any applicable laws and regulations. Any rights not expressly granted herein are reserved.
Interactions with Other Service Users. You are solely responsible for interactions with other Service users. Nextpoint shall not be responsible for any damage or harm resulting from your interactions with other users of the Service. You understand that Nextpoint does not screen users.
Links. The Service contains links to other internet sites and resources, and you acknowledge and agree that: 1) Nextpoint shall not be responsible for the availability of such external sites or resources; and 2) Nextpoint does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such services or resources. You agree that Nextpoint shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such Service or resource.
Accessibility and Function. You agree that from time to time, the Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment (hardware) malfunctions; (ii) software malfunctions; (iii) periodic maintenance procedures or repairs which Nextpoint may undertake from time to time; or (iv) causes beyond the reasonable control of Company or which causes are not reasonably foreseeable by Nextpoint. Nextpoint is not responsible, directly or indirectly, for the performance and/or reliability of third party vendor/distributor system, equipment or otherwise, or your Internet Service Provider (“ISP”).
Equipment. You shall be solely responsible for providing, maintaining, and ensuring compatibility with the Service, all hardware, software, electrical and other physical requirements for your use of the Service including, without limitation, telecommunications and Internet connection(s), ISP, web browsers and/or other equipment, programs and services required to access and use the Service.
Confidentiality. Nextpoint will not disclose your Confidential Information to any third party, and complies with industry best practices to protect your Confidential Information. Confidential Information shall include, without limitation, all of your User Content uploaded for use within Nextpoint by user, any other user-furnished information that is obviously confidential, and any additional information created by users using Nextpoint. Nextpoint may, however, disclose any Confidential Information or other material that is required to be disclosed by law or judicial order, provided that prior written notice of such required disclosure is furnished to you as soon as practicable in order to afford you an opportunity to seek a protective order or confidential treatment. Nextpoint will cooperate in these efforts, although any expenses will be borne by Client. If such order or treatment cannot be obtained, then Nextpoint may disclose without liability.
To the extent that information you wish to upload to Nextpoint is subject to a protective order, and the terms of such order require third-party vendors to execute the order, please forward the protective order to firstname.lastname@example.org. Barring any unusual circumstances, we will execute the protective order and return it to you.
Disclaimer. The Service, including, but not limited to the website and the entirety of its contents, is provided “AS IS” and Nextpoint hereby disclaims (except where prohibited by law) all express and implied warranties including, but not limited to, warranties of merchantability, title, non-infringement, and fitness for a particular purpose. Nextpoint expressly disclaims any representation that:
a. the Service will meet your requirements;
b. access to the Service will be uninterrupted, timely, secure, or error-free;
c. any information obtained through or from the Service will be accurate or reliable;
d. the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet expectations;
e. any user-provided information will be disclosed, in the absence of user-provided approval, to third parties; or
f. any data or software errors will be corrected.
Nextpoint shall not be held responsible for technical malfunctions of any telephone system, cable system, computer equipment, server, provider, or software. Nextpoint shall not be held responsible for any injury or damage to your computer or mobile device resulting from use of the service including, but not limited to, web page viewing, file downloading, server use or access, or following Service links. You access the Service at your own risk and are singularly responsible for any loss, damage, or costs incurred during such activity. Nextpoint shall not be responsible for any incorrect or inaccurate content posted on the Service, regardless of the cause of such inaccuracy. Nextpoint shall not be responsible for any conduct of any user of the Service. Nextpoint shall not be responsible for any error, omission, interruption, deletion, defect, operational delay, communication line failure, or theft, destruction, or alteration of your communication or User Content. No data or information obtained from Nextpoint or the Service shall create any warranty.
The foregoing disclaimers shall not apply to the extent prohibited by applicable law.
Limits on Liability. To the maximum extent permitted under applicable law, Nextpoint, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, successors, or assigns (“Nextpoint Parties”) shall not be liable, to you or any party claiming through you, under any circumstances or under any legal theory, whether in tort, contract, or otherwise with respect to the service, for any indirect, incidental, special, consequential, or exemplary damages arising from or relating to: 1) the Service’s availability; 2) the acts, omissions, or conduct of any user or third party, whether online or offline; 3) any Service or User Content; 4) these terms; 5) lost profits, revenue, goodwill, content or data; or 6) any use of goods or services made available on any internet resource or webpage linked through the Service, even if the Nextpoint parties have been advised of the possibility of such damages.
The Nextpoint parties’ aggregate liability to you in any matter arising from or related to the Service or the Agreement, shall not exceed the total amounts paid by you to Nextpoint for the Service in the twelve (12) months immediately preceding the event giving rise to such liability.
To the extent permitted by law, any claim related to this Agreement or the Service must be brought within one year of the date in which the claim first could be filed. If it is not, then that claim is permanently barred.
Some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages. In such states or jurisdictions, Nextpoint’s liability is limited to the extent permitted by law.
Release. In consideration of being permitted to access and use the Service, you hereby agree to release the Nextpoint Parties from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way related to disputes between you and third parties in connection with the Service or your access and use of the Service.
In connection with the foregoing release, you hereby waive California Civil Code 1542 and any other applicable law or statute, which says in substances:
“A general release does not extend to claims the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Indemnification. You agree to indemnify and hold harmless the Nextpoint Parties from and against any loss, liability, or expense, including reasonable attorneys’ fees and expenses and court costs, arising out of or related to: 1) any third party claim against any Nextpoint Party alleging that the User Content posted or submitted to the Service infringes any of the third party’s rights; 2) your breach of any provision of this Agreement and/or any representation or warranty identified herein; 3) the User Content you submit to the Service; or 4) any cost or expense Nextpoint incurs in enforcing this Section. Nextpoint reserves the right to control the defense and settlement of any action or proceeding against any Nextpoint Party that you are bound to defend pursuant to the foregoing.
Term and Termination. The Term of this Agreement commences upon the earlier of your first use of the Service. Nextpoint will notify you sixty (60) days in advance of termination for convenience. Nextpoint, in its sole and unfettered discretion, may also terminate your access to the Service upon seven (7) days’ notice to you for a material, uncured breach of this Agreement or the Licensing Agreement. You agree that, upon termination of your access to the Service for breach: 1) Nextpoint may immediately deactivate or delete any of your accounts and all related information and files in such accounts; and 2) bar any subsequent access to the Service or User Content. You agree that Nextpoint shall not be liable to you for any costs or damages of any kind for or resulting from any termination of your Service access. Nextpoint reserves the right to block users from certain IP addresses from accessing the Service. All provisions of this Agreement that by their nature should survive termination of your right to use the Service shall survive (including, without limitation, all limits on liability, releases, disclaimers of warranties, indemnification obligations, and intellectual property protections and licenses).
Effect of Termination. All provisions relating to payment of fees, ownership, confidentiality, as well as any definitions, shall survive termination of the Agreement or the Licensing Agreement for an indefinite period. Upon termination and at your request, Nextpoint will convert your User Content into an industry-standard, delimited export format and deliver the data to you if requested and for an additional charge to be provided in advance of such export being performed.
Discontinuance of Service. Nextpoint reserves the right to modify or discontinue, temporarily or permanently, any portion of the Service without prior notice. You agree that Nextpoint shall not be liable to you or to any third party for any modification or discontinuance of any portion of the Service.
a. Consent to Electronic Communications. By registering with Nextpoint, you understand that we may send you communications or data regarding the Services, including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding Nextpoint’s products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
b. Choice of Law; Jurisdiction. This Agreement will be governed by and construed under the laws of the United States of America and, to the extent not inconsistent therewith, the laws of the State of Illinois without regard to conflicts-of-laws principles that would require the application of any other law. The parties agree that any action or suit brought by a party to enforce or adjudicate the rights of the parties under this Agreement shall be brought in the federal or state courts located in Chicago, Illinois.
c. Severability. If any provision – or portion of a provision – of this Agreement is held invalid, unenforceable, or void, the remainder of the Agreement shall remain unaffected and shall continue in full force and effect.
d. Separability. This Agreement does not and shall not be construed to create a partnership or joint venture between the parties hereto.
e. Merger. This Agreement is the entire agreement between the parties hereto, and replaces any and all prior negotiations, representations, or agreements between the parties, whether oral, electronic, or written, pertaining to the managerial relationship outlined herein. The parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement. No waiver or any breach of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach hereof.
f. Contact. Any questions regarding these Terms may be directed to Nextpoint’s administrators at email@example.com.