Master Services Agreement
Last updated January 2024
This Master Services Agreement (the “MSA”) is entered into as of the Effective Date between Nextpoint Inc. (“Nextpoint,” “we“ and/or “our”) and Client (“you”) (as defined in the Licensing Agreement (the “Agreement”)) and governs Client’s use of Nextpoint.
- Overview of Service.
- Nextpoint. Nextpoint is an Illinois corporation with its principal place of business at 4545 N. Ravenswood Ave, Chicago, IL 60640. Nextpoint provides a proprietary web application using patented technologies 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”).
- 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 www.nextpoint.com Nextpoint provides access to the Service pursuant to the Agreement, and the features available to Client shall be governed by the Agreement.
- Fees.
- Payment. Fees, terms and payment methods will be set forth in the Agreement, which this MSA is incorporated into by reference. You will pay all Fees specified in the applicable Agreement. Except as otherwise specified therein: (a) all Fees owed to Nextpoint will be paid in U.S. Dollars; (b) invoiced payments will be due within 30 days of the receipt date of your invoice; and (c) Fees for support services and all excess usage will be invoiced monthly in arrears. All payments made by the Client to Nextpoint under this MSA shall be non-refundable. Once payment is received by Nextpoint, no refunds or credits shall be issued. The Client will be solely responsible for payment of any applicable sales, value added or use taxes, or similar government fees or taxes.
- Late Fees. In the event Client fails to pay Nextpoint any amounts owed hereunder when due, Nextpoint may charge interest thereon from the applicable due date until the date payment is made, at the rate of the lesser of (i) two percent (2%) per month, and (ii) the maximum amount allowed under applicable laws.
- Notification of Dispute. In the event that the Client disputes any charges on an invoice, the Client shall notify Nextpoint in writing within twenty (20) calendar days from the date of receipt of the invoice. The notification should include a detailed explanation of the disputed charges and any supporting documentation. Nextpoint agrees to promptly respond to any billing disputes within fifteen (15) calendar days of receiving the notification. Both parties shall work collaboratively to resolve the dispute in good faith. If Client fails to notify Nexpoint as set forth in this paragraph, then all charges shall be deemed to be valid and cannot thereafter be contested.
- Term and Termination.
- Term. The Term of this Agreement commences on the Effective Date specified in your Agreement and will continue until the later of (a) one (1) year after the Effective Date, or (b) the end date specified in your Agreement, unless earlier terminated or extended in accordance with the provisions herein (“Termination”). Thereafter, this Agreement will automatically renew for consecutive one (1) year periods (“Renewal Period”) until terminated by either Party by notice to the other Party at least thirty (30) days prior to the end of the current term. Nextpoint may increase the Fees for a Renewal Period, provided that it has given written notice of such increase to the Client sixty (60) days in advance of the start of the Renewal Period.
- Termination.
- By Nextpoint.
- Nextpoint may terminate this Agreement and your access to the Service:
- for any reason (or no reason) upon sixty (60) days written notice; or
- upon seven (7) days written notice if you, in Nextpoint’s sole and unfettered discretion, are in a material and uncured breach of this MSA, the Agreement, any other agreements with Nextpoint, or any agreement with an affiliate entity of Nextpoint, including but not limited to Nextpoint Law Group, LLC. Such breach includes but is not limited to non-payment of amounts due.
- By you. You may terminate this Agreement by emailing us at clientsuccess@nextpoint.com at least thirty (30) days prior to your Agreement end date or the current term notifying us of your intention to terminate.
- By Nextpoint.
- Effect of Termination.
- Services. Upon termination of this Agreement, pursuant to Section 3 or otherwise, your right to use the Service shall terminate and your license, as described in Section 7 of this Agreement, shall terminate. Subject to the provisions of Section 4(3), Nextpoint may immediately end your access to the Service, deactivate and delete your account, and bar your access to User Content. Nextpoint reserves the right to block users from certain IP addresses from accessing the Service.
- Data Recovery.
- You will have thirty (30) days from the date of termination to make a written request for delivery of any User Content, Registration Data and/or any other data and information retained by Nextpoint by emailing us at support@nextpoint.com.
- Upon your request, Nextpoint will convert your User Content and this other data into an industry-standard, delimited export format and deliver the data to you for an additional charge to be paid in advance of such export being performed.
- After this 30 day period, all such data may be permanently deleted.
- iv. Nextpoint shall have no obligations pursuant to this Section 4(4) if you are in breach of any provisions of this Agreement.
- Survival. 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).
- Support Services. Nextpoint provides you with support services (“Support 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. Nextpoint will use reasonable efforts to address issues and questions in a time frame commensurate with their urgency and severity. Please see Exhibit A. that explains our support service levels, pricing, and response times in more detail. All Support Services are provided in Nextpoint’s exclusive discretion.
- Data Processing and Services.
- Dedicated Processors. The processing resources allocated to the Client account shall be determined based on the software tier selected by the Client, as outlined in the Licensing Agreement. The default number of processors dedicated to an account by plan level are as follows: Essential: 40 processors, Advanced: 80 processors, Apex: 120 processors. For more information on processing speeds please see our support topic in the Help Center.
- Processing Boosts. The Client has the option to purchase boosts to increase data processing power beyond the allocated dedicated processors. To request a boost, you may submit an email to support@nextpoint.com. Boosts will incur additional costs at the rate of $5,000.00 per week, or as otherwise agreed upon in writing. Processing boosts are typically granted for a specified duration of time with a minimum of one (1) week. The Client shall include the requested duration in their email request. Nextpoint reserves the right to approve or deny requests based on availability and system capacity. Nextpoint reserves the right to terminate the processor boost at any time. For more information please see our support topic in the Help Center.
- Data Usage. Each software subscription includes up to two hundred and fifty (250) gigabytes of data that can be processed per account per calendar month, unless otherwise specified in the licensing agreement. Any unused gigabytes from your monthly data allotment will not carry over to the following month. In the event that the included data allotment is exceeded, the Client acknowledges and agrees to be charged for excess data usage in the form of a data block. Each additional gigabyte of data consumed beyond the included allocation will be deducted from the block until the block is depleted. Data blocks expire one (1) year from purchase or at the termination of the Agreement, whichever is earlier. Nextpoint will make reasonable efforts to notify the Client when their data usage approaches or exceeds the included allocation. However, it is the user’s responsibility to monitor and manage their usage.
- Data Migration. Certain software tiers may include a predetermined amount of data migration from legacy platforms, measured in gigabytes, if it meets our standard data specifications. The data migration services provided herein are capped at fifty (50) included hours. If your data does not meet the standard data specs or if it will exceed the fifty (50) hour cap, we will provide an estimate of billable time that will be incurred on the migration.
- Near Duplicate Identification. Our near dupe identification tool is an intelligent filter for your documents that’s designed to identify documents that share a high degree of similarity. This service is available at the Client’s request. Nextpoint’s Apex software tier includes standard near duplicate scoring on up to three runs per month, with <1M documents per run, at no additional cost. In the event that the request exceeds the included runs, or if it falls outside the scope of the standard specifications, Nextpoint will provide a Statement of Work with the associated costs and turnaround times.
- Auto-Redactions. The auto-redactions feature provides the capability to redact entire pages or documents with a single action. This service is available at the Client’s request. Nextpoint’s Apex software tier includes auto-redaction on up to 100,000 documents per month at no additional cost. In the event that the request exceeds 100,000 documents, or if it falls outside the scope of the standard specifications, Nextpoint will provide a Statement of Work with the associated costs and turnaround times.
- Archiving Inactive Data. In an effort to ensure inactive data is stored as securely as possible while retaining higher processing speeds for active projects, Nextpoint will proactively archive database(s) that have been inactive (not accessed by any users in the past 12 months) on your behalf. Once the database(s) has not been accessed for 12 months, Nextpoint will notify the Account Admin that the database(s) will be archived in sixty (60) days if not accessed or instructed otherwise. When a database is archived, Nextpoint continues to host the data securely on your behalf, however, users will no longer have access to the database. All archived databases will still be available for access by requesting reactivation, which has a turnaround of 5 business days. To reactivate an archived database, simply send an email to support@nextpoint.com requesting to reactivate the database.
- Privacy Policy/Terms of Use. In addition to the terms contained herein, you agree to the privacy practices and procedures outlined in our privacy policy located at www.nextpoint.com/privacy-policy. You further agree to the Nextpoint Terms of use located at www.nextpoint.com/customer-terms/.
- 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 the Agreement, the MSA, 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.
- 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 identified as 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, 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 judicial order. Nextpoint will cooperate in these efforts, although any expenses will be borne by Client. If such a judicial order 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 clientsuccess@nextpoint.com. - 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:
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- the Service will meet your requirements;
- access to the Service will be uninterrupted, timely, secure, or error-free;
- any information obtained through or from the Service will be accurate or reliable;
- the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet expectations;
- any user-provided information will not be disclosed, in the absence of user-provided approval, to third parties; or
- any data or software errors will be corrected.
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 (including but not limited to Nextpoint Law Group LLC), subsidiaries, officers, directors, employees, agents, licensors, successors, or assignees (“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; 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; or 7) termination of the Service or this Agreement, any denial of access, or any deletion of user accounts.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.
- 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.
- Suspicious Activity. Nextpoint reserves the right to limit access to services/products if it notices suspicious or unusual activity.
- Notice. Any required notice under the Agreement will be deemed given when received by letter delivered by a nationally recognized delivery service. Unless notified in writing of a change of address, you will send any required notice to:
Nextpoint Inc.
Attention: Finance Department
4545 N Ravenswood Ave. Ste 301
Chicago, IL 60640 - Miscellaneous.
- Choice of Law; Jurisdiction. This Agreement will be governed by and construed under 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.
- 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.
- Separability. This Agreement does not and shall not be construed to create a partnership or joint venture between the parties hereto.
- 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.
- Contact. Any questions regarding these this MSA may be directed to Nextpoint’s administrators at clientsuccess@nextpoint.com.
Exhibit A.
Support Services Breakdown
Support Tiers: Type of issue reported in ticket
Tier 1, Operational Support: Initial response to a user generated support ticket; Answering common usage questions that typically can be answered by reading support articles.
Cost: Included
Tier 2, Functional Support: Complex technical issues with Nextpoint which are beyond basic setup and configuration; Typically require the need for a Nextpoint representative to review data and/or structure of a database.
Cost1: Standard Turnaround Time $275/hour
Priority Turnaround Time $500/hour
Tier 3, Maintenance Support: Support provided by Nextpoint to address or resolve problems or errors the source of which is caused by Nextpoint; Ticket cannot otherwise be resolved through Tier 1 or Tier 2 Support and typically involves engineering or development teams to address and correct problems.
Cost: Included
| Service Priority | Initial Response Time2 | Resolution Time | Response Availability | Description |
|---|---|---|---|---|
| Standard (Tier 1) | Within 8 hours | Within 5 business days of request. If the request will not be resolved in this time frame a plan will be communicated with the client. | Weekdays, 8AM-8PM CST | Operational support including software training and how-to support via chat, email, or phone (You do the clicking with our guidance) |
| Standard (Tier 2) | Within 4 hours | Within 5 business days of request. If the request will not be resolved in this time frame a plan will be communicated with the client. | Weekdays, 8AM-8PM CST | Functional support, often a request for service with ample lead time. Includes: -Case specific hands-on support (Nextpoint executes on your behalf) -Complex technical issues which are beyond basic setup and configuration; -Troubleshooting; -Information gathering and problem isolation; -QC/Cleanup of client data |
| High (Tier 2 and Tier 3) | Within 2 hours | Within 3 business days of request. | 7 days a week, 8AM-8PM CST | Expedited and/or after-hours request for services or functional support, approved at the surge rate of $500/hour.3 |
| Urgent (Tier 3) | Less than 1 hour. | Within 2 hours of the first report. Updates will be provided every 2 hours until the issue is resolved. | 24 hours per day, seven days per week | Major portions of the system are inaccessible. Users are unable to perform a significant portion of their work. |
1 These rates will apply unless the Agreement provides alternative rates. These rates are subject to change.
2 These times and descriptions are subject to change.
3 A three hour minimum applies