Unicursal Terms of Service

Last Updated: October 2023

Platinum Intelligent Data Solutions, LLC (“Platinum IDS” or “Provider”) is registered in the state of Texas, USA with headquarters at 3927 Main Street 110, Dallas, TX 75226. Provider specializes in document reprographics and digital technology solutions tailored to meet the needs of agencies, businesses, and individual clients. Services offered encompass analytics, reproduction, transformation, and presentation solutions for educational, legal, and research sectors. Many of these services are delivered through secure online platforms, including Software as a Service (“SaaS”) developed in-house or licensed from industry leaders. Anyone who uses Provider’s products or services is considered a client (“Client”).

Key Platforms:

• Home Page (https://www.platinumids.com)
• iConect by iConect Development (https://iconect.platinumids.com)
• File Transfer Applications (https://files.platinumids.com)
• Reveal 11 by Reveal Discovery Inc. (https://platinum-secure.us-east-1.reveal11.cloud/)
• Relativity by Relativity Inc. (https://www.myrelativity.legal/Relativity/)
• Cullable, Text Recognition and Transformation (https://beta.cullable.com)

These platforms, along with any other products and services used for preparation, reprographic, physically or digitally tangible transformation or delivery, are collectively referred to as “Services” and are governed by this Terms and Conditions agreement (“Legal Terms”).

Contact Information:

Phone: 214-651-1457

Email: support@platinumids.com, legal@platinumids.com

Preamble:

By accessing or using the Services, Client acknowledges having read, understood, and agreed to be bound by these Legal Terms. If Client does not agree, immediate cessation of Services usage is required.

To stay updated on policy changes, Client may opt-in below. Provider will notify subscribed Client of any modifications to the Services or this document. Such changes become effective immediately upon notification. Continued use of the Services signifies acceptance of the modified terms. If Client disagrees, refer to the section “TERM AND TERMINATION” for termination procedures. Retaining a copy of these Legal Terms for record-keeping is recommended.

SECTION ONE: DEFINITIONS

Authorized Users

Individuals designated by Client or Client’s customer (“Customer”) as permitted to access and utilize any Software, Database, or Documentation provided by Provider. Designation of Authorized Users must be in written form by Client or an authorized agent. Modifications to the list of Authorized Users can be made by Client or an authorized agent in writing.

Actual Users

The count of individuals, inclusive of Client’s system and support administrators, granted access (also termed “Authorized Users”) to any Software during the specified month. This count remains irrespective of the duration, frequency, or actual usage and includes those whose access is terminated (also termed “disabled”) within the month.

Documentation

Written guides and supporting materials that describe the functionality and operation of any Database or Software.

ID

Identification code and password allocated to Authorized Users for Database access.

Database

A computer database comprising Source Material and managed by Provider as per the Assignment.

Services

Construction and hosting of Databases, provision of Software or Database access, and additional services as outlined herein or in the Statement of Work governed by the Assignment.

Client

Encompasses divisions and departments within Client’s organization but excludes subsidiaries, affiliates, customers, co-counsel, or third parties authorized for access or modifications.

Provider

Platinum IDS, inclusive of all organizational departments. (Hi, that’s us!)

Software

Web-based computer software programs and modules specified in the Statement of Work, along with any other software made accessible to Provider and Authorized Users as part of the Services.

Source Material

Data and materials in any form supplied to Provider by Client or authorized agents for Services provision.

Party/Parties

Client and Provider to the Terms & Conditions agreement (“Legal Terms”), each individually as a Party and collectively as the Parties.

Project

The complete work cycle, from the initiation to the conclusion of a work order, including consultation, return or destruction of Client-provided assets, and payment receipt.

Assignment

Specific work orders or requests within the Project, potentially including change orders or supplementary instructions to the original Project scope. Sometimes used interchangeably with Project.

SECTION TWO: PRICING & PAYMENT

Schedules

Provider will offer services to Client based on a written pricing schedule. This schedule may be formalized in various Provider formats, including html or pdf documents, or even an email confirming the cost for the described work. Provider may adjust the baseline pricing annually or as market conditions dictate. Client generally maintains the initial pricing structure throughout the duration of a Project or Assignment.

Pricing: Unless altered by a subsequent Project Proposal, pricing adheres to the provided Schedule. Client is responsible for verifying the first invoice’s accuracy. While Provider may adjust a current invoice retroactively, such adjustments are generally unavailable after 30 days.

Adjustment: Provider may revise the baseline pricing schedules annually. Special pricing arrangements can be made through a written agreement between the Parties. Client retains the right to dispute charges within 30 days of invoice receipt.

Term and Termination / Termination for Cause: Either Party may terminate an Assignment for material breach or default, given a 30-day written notice. Termination becomes effective after 30 days unless the breaching Party remedies the issue. For payment defaults, a 30-day cure period applies, after which Provider may terminate the Assignment.

Payment: Client is solely responsible for payment and rejects the notion of Sequential Liability. Invoices include all performed or delivered services up to the last day of each month. Termination for non-payment does not absolve Client from past due fees and applicable taxes. Client is also responsible for any taxes on the services.

Financial Obligations for Partial Performance: Upon project or service cancellation, Client is liable for payment for services rendered, following Provider’s standard invoicing procedures.

Assignment of Receivables: Provider may transfer Client’s account balances or rights under the Assignment to a third party, who then assumes Provider’s assigned rights. Client is responsible for Provider’s collection costs, legal fees, and other enforcement expenses.

SECTION THREE: PROVISIONS

Authority: Both parties warrant they possess the legal authority to enter into the Project or Assignment and to fulfill their respective obligations under the Legal Terms. Compliance with all applicable federal, state, and local laws is assured.

Assignment: Neither Party may assign the Assignment without the other’s written consent. However, in cases of acquisition or merger, the Assignment’s terms shall extend to the involved entities, their agents, successors, and assigns.

Change Order: Client may request modifications to the Schedule or Assignment. Such changes, once mutually agreed upon in writing, become part of the existing Schedule or Statement of Work. An email exchange confirming the changes suffices as a Change Order. In case of conflicting terms, the Change Order takes precedence for that specific Project.

Staging Activities, Processing Database: Provider retains an active copy of all relevant materials for up to one year post-Assignment completion. For an additional fee, this period can be extended. Content destruction is available upon request and is included in all Cost Confidence programs.

Complete Understanding: The Assignment, along with any applicable Statement of Work and Change Orders, constitutes the entire agreement between the Parties. Any modifications must be in writing and signed by both parties.

Non-exclusive Services: The Assignment does not grant Client exclusive rights to Provider’s Services unless explicitly agreed upon. Provider may offer similar services to other clients but will take measures to prevent conflicts. In case of a conflict, Provider will prioritize the first contracted party or establish an ethical wall, subject to approval by the clients.

Relationship of Parties: The Parties intend to act as independent contractors concerning any Assignment. No provision in the Legal Terms shall create or imply a partnership, joint venture, or formal business entity. Each Party shall conduct its business independently, subject to the Assignment’s terms. Client shall not use Provider’s name, logo, or mark without prior written consent, which Provider may revoke at its discretion.

No-Hire Practice: Client agrees not to solicit or hire Provider’s current employees for a term of two years following their departure from Provider. If this clause poses significant business challenges, Provider may offer a remedy or release this component at its sole discretion upon Client’s request.

Confidentiality/HIPAA: Both Parties shall maintain the Assignment’s terms in strict confidence for five years following its term. Disclosure is permitted only to employees, contractors, attorneys, and financial advisors with a “need-to-know.” All information exchanged shall be deemed confidential unless otherwise stated or required by law.

Ownership and Non-Disclosure: All Source Material and Work Product shall remain Client’s property. Provider shall maintain confidentiality and shall not be liable for authorized disclosures or those required by law. Subcontractors engaged by Provider must sign a nondisclosure agreement with terms no less restrictive than those herein.

Subpoena and Legal Demands: If Provider is served with a subpoena, court order, or other legally compelling demand (“Demand”) to produce or allow inspection of any Database or Source Material, Provider agrees to notify Client within 24 hours of receiving the Demand. This allows the Client to seek a protective order or contest the Demand. Costs incurred by Provider in such legal actions will be billed to Client, including legal fees and established hourly rates for time-based work performance.

Malware, Viruses, or Worms: While Provider employs industry-standard security measures to identify threats in data, the remote possibility of unknowingly acquiring malware exists. It is the Client’s responsibility to scan all downloaded materials. Provider is not liable for any damage caused by viruses or related hazards.

Amendment and Waiver: The Project or Assignment may be amended only by a formal written agreement signed by all parties. An email will not suffice for this purpose. Waiver of any provision shall not constitute a waiver of any other provision or a continuing waiver.

Warranty: Provider warrants the following:

• Full and sufficient right to assign or grant rights.
• Services will be performed professionally.
• Services or Software will operate substantially as represented.
• Client warrants that it has obtained all necessary permissions for Source Material.
• If issues arise, Provider will work to resolve them at no additional cost to Client.

Liability and Infringement: Client agrees to defend, indemnify, and hold Provider harmless from disputes arising from material supplied by Client that infringes on third-party rights. This indemnification is limited to cases where the Client knowingly provided infringing material.

Scheduled Maintenance: System maintenance is typically scheduled every Sunday at 4:00 AM CT. Emergency maintenance will be communicated to opt-in Provider s with no less than 12 hours’ notice.

Dispute Resolution: The Assignment will be governed by the laws of Texas. All disputes will be resolved within this jurisdiction through arbitration, unless both parties mutually agree to a different method.

Limitation of Liability: Provider’s liability to Client, under any legal theory, shall be confined to a refund of the fees paid by Client for services rendered under the relevant Project during the immediate preceding one month. This limitation excludes any fees associated with third-party expenses. This constraint on liability is integral to the mutual agreement between the Parties and remains applicable irrespective of the validity or enforceability of other provisions within the Assignment.

Aggregate Liability: Provider’s cumulative liability to Client for any claims arising from or related to the services provided will be strictly capped at the total amount paid by Client for the services that are the subject of the claim. This excludes any fees paid for third-party expenses and is calculated based on the 30 days leading up to Client’s formal notification of an agreement breach or dispute.

Statute of Limitations: Client may not initiate any action, irrespective of its form, related to a specific Project beyond 30 days from the moment Client becomes aware or, exercising due diligence, should have become aware of the circumstances leading to the action.

Severability: Should any provision of the Project or Assignment become illegal, invalid, or unenforceable in any jurisdiction, it will not impact the validity or enforceability of the remaining provisions within that jurisdiction or in other jurisdictions.

Survival: Provisions concerning confidentiality, indemnification, and limitations of liability will persist beyond the termination of the Project or Assignment.

Notices: All notices or other communications under the Legal Terms must be in writing and submitted by Client within one business day following the discovery of the relevant issue.

• Platinum Intelligent Data Solutions, LLC
• legal@platinumids.com
• 3927 Main Street, 110, Dallas, Texas 75226
• 214.651.1457

SECTION FOUR: PROFESSIONAL SERVICES

Software and Work Product Usage: Provider grants Client and its Authorized Users the right to access and use any Software or work product made available during the term of the Project or Assignment. This access is exclusively for the purpose of utilizing the Services or subsequent work product. Client and its agents are prohibited from using the Software for any other purpose.

Client Authorization: Provider will execute projects as directed by any authorized representative of the Client’s firm or company. To specify individuals with management access to the Services, Client must submit a written list of Authorized Users to its Provider account representative. Client may update this list periodically. Client assumes responsibility for designating Authorized Users and for all charges incurred by them. Both Client and its Authorized Users are accountable for maintaining the security and confidentiality of any assigned IDs. Provider disclaims liability for unauthorized access to any Database, Services, or Source Materials due to actions by Client or its Authorized Users.

Software Rights: All rights in the Software and Documentation not explicitly granted to Client are retained by Provider or Provider vendors.

Software Updates: As Software improvements become available, Provider may update or replace the Software with newer versions. Client will be notified of such updates in accordance with Provider Scheduled Maintenance schedule.

Unauthorized Use: Except as stipulated, Client shall not engage in unauthorized copying, reproduction, or disclosure of any Software or Documentation, nor distribute any part thereof to third parties without Provider prior written consent. This restriction persists beyond the termination of the Project or Assignment.

Regulatory Compliance: The Services are not designed to comply with industry-specific regulations such as HIPAA or FISMA. Client is solely responsible for ensuring compliance with local laws and regulations. The Services may not be used in a manner that violates the Gramm-Leach-Bliley Act (GLBA).

Overview of popular service offerings: Provider offers eDiscovery and legal document, data transformation, reprographic, brokering and ancillary services as described but not limited to the categories provided herein.

eDiscovery Services:

Hosting: Provider offers hosting solutions tailored to Client’s specific needs, ensuring secure and efficient access to data.

Support & Training: Comprehensive support and training will be provided to ensure Client can effectively utilize Provider platforms.

Collection: Data collection services will be executed with precision, ensuring all relevant data is captured while maintaining its integrity.

Advanced Analytics: Provider solutions incorporate AI, ML, CNN, and NLP to provide in-depth data analysis, aiding in the efficient review and categorization of information.

Legal Reprographic Services:

Provider will provide legal reprographic solutions, ensuring high-quality reproductions, ETL (extract, transform and loading) of legal documents, maintaining the confidentiality and integrity of all materials. Often these services are used for document archival, research initiatives, digital transformation or other goals outside of legal services.

Data Science Solutions:

Leveraging cutting-edge big data, textual, business intelligence and other analytic technologies, Provider offers data science solutions to assist in complex case analysis, ensuring Client has a comprehensive understanding of the data landscape.

Flat Rate Total Service arrangements (Cost Confidence):

Provider’s all-inclusive service models ensure transparency in pricing. Client will be charged a flat fee per performance unit, encompassing all services required, eliminating traditional pricing complexities.

Additional Services: Any additional services not explicitly mentioned in this section but agreed upon by both parties will be provided as per the terms set in the respective Services or pricing agreements.

SECTION FIVE: INTELLECTUAL PROPERTY RIGHTS

Ownership of Provisioned Services:

Provider is the owner or licensee of all intellectual property rights in Provider ’s Services, including but not limited to source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics (collectively, “Content”). Additionally, the trademarks, service marks, and logos contained within the Services (“Marks”) are Provider’s property. Both Content and Marks are protected by intellectual property laws and treaties, both in the United States and globally.

License to Provider: Subject to Client’s compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section, Provider grants Client a non-exclusive, non-transferable, revocable license to access the Services and download or print a copy of any accessible content solely for Client’s internal business purposes.

Restrictions: Except as explicitly stated in this section or Provider Legal Terms, no part of the Services, content, or marks may be used for commercial exploitation without Provider’s express prior written consent. Requests for such use should be directed to legal@platinumids.com. If permission is granted, Client must identify Provider as the owner or licensor and ensure that any copyright or proprietary notices are visible.

Breach of Intellectual Property Rights: Any violation of these intellectual property rights will be considered a material breach of Provider Legal Terms. In such cases, Client’s right to use Provider Services will be terminated immediately at Provider’s sole discretion.

Relationship of Parties: Both Parties are independent contractors concerning the subject matter of the Project or Assignment. No partnership, joint venture, or formal business entity is created or implied. Each Party retains the right to conduct its business as it sees fit, and this Assignment does not restrict either Party from entering into agreements with other parties for similar services. Use of Provider name, logo, or mark in any form requires Provider prior written consent, which may be revoked at any time.

Submissions and Contributions: Before using Provider Services, review this section and the “PROHIBITED ACTIVITIES” section to understand Client’s rights and obligations concerning content submissions.

Contributions: By sending Provider any questions, comments, suggestions, ideas, feedback, or other information about the Services (“Contributions”), Client agrees to assign all intellectual property rights in such Contributions to Provider. Provider shall own these Contributions and is entitled to use and disseminate them for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to Client.

SECTION SIX: REPRESENTATIONS:

Provider Warranties:

By utilizing Provider Services, Client represents and warrants the following:

• Registration Information: All submitted information will be true, accurate, current, and complete.
• Information Accuracy: Client will maintain and promptly update registration information as necessary.
• Legal Capacity: Client has the legal capacity and agrees to comply with these Legal Terms.
• Age Requirement: Client is not a minor in their jurisdiction of residence.
• Access Method: Client will not access the Services through automated or non-human means, such as bots or scripts.
• Legal Use: Client will not use the Services for any illegal or unauthorized purpose.
• Regulatory Compliance: Client’s use of the Services will not violate any applicable laws or regulations.
• Security Risks: Client agrees to notify Provider immediately if they suspect or detect a security risk that may constitute a breach of information used in connection with the Services.

Account Suspension: If Client provides information that is untrue, inaccurate, not current, or incomplete, Provider reserves the right to suspend or terminate Client’s account and refuse current or future use of the Services. Client remains responsible for payment related to any part of the work product, even if incomplete, subsequent to a Services request by an Authorized User.

User Registration: Registration may be required to use the Services. Client agrees to keep passwords confidential and will be responsible for all account activity. Provider reserves the right to change a username if Provider suspects or determines that registered license sharing has occurred.

Purchases and Payment

Provider accepts a wide range of payment methods, including but not limited to:

• Visa
• Mastercard
• American Express
• Discover
• Business Checks
• ACH

Provider also accept payments through non-bank financial systems such as Venmo, Cash App, PayPal, Zelle, commonly referred to as Peer-to-Peer (“P2P”) Payment Platforms, Digital Payment Platforms, Mobile Payment Apps, or Electronic Wallets (e-wallets).

Note: Some of these platforms may charge fees for usage or transfers. In such cases, additional compensation may be required to cover these costs. For more information on using these alternative payment methods, Client should contact its assigned administrative or account manager.

SECTION SEVEN: DISPUTE RESOLUTION

Governing Law: These Legal Terms and Client engagement with Provider for Services are under the jurisdiction of Texas law. This applies to agreements made and fully executed within Texas, excluding any conflicting laws.

Informal Negotiations: Before resorting to formal legal avenues, both parties commit to a 30-day informal negotiation period to resolve any disputes. This period starts when one Party sends a written notice to the other.

Binding Arbitration: If informal negotiations fail, binding arbitration will be the next step. The arbitration will follow the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), including the AAA’s Supplementary Procedures for Consumer Related Disputes where applicable. Arbitration fees and arbitrator compensation will be governed by these AAA rules. The arbitration can be in-person, document-based, by phone, or online. The arbitrator’s decision is final and will be in writing. The arbitration will occur in Texas, USA, unless otherwise mandated by AAA rules or law.

Court Proceedings: If arbitration is not possible or allowed, the dispute will be handled in the state and federal courts in Dallas, Texas. Both parties consent to this jurisdiction and waive any objections regarding venue.

Time Limit: Disputes must be initiated within one month from when the cause of action arose. If this clause is deemed unenforceable, the dispute will be decided by a competent court as outlined above.

Arbitration Restrictions: Arbitration will focus solely on the dispute between the parties involved. No arbitration will be consolidated with other proceedings, nor will it be conducted on a class-action basis or in a representative capacity.

Exceptions: Certain disputes are exempt from the above arbitration requirements:

• Disputes involving intellectual property rights
• Allegations of theft, piracy, or unauthorized use
• Claims for injunctive relief

If this clause is found unenforceable, the exempted dispute will be decided by a competent court as outlined above.

Corrections: Information on Provider Services may contain typographical errors, inaccuracies, or omissions, including but not limited to descriptions, pricing, and availability. Provider reserves the right to amend any such errors, inaccuracies, or omissions and to update information at any time, without prior notice. For those interested in staying updated, Provider offers subscription options to receive amendments to this Terms and Conditions / Legal Terms document as they occur.

Disclaimer: Provider Services are offered on an “as-is” and “as-available” basis. By using the Services, Client acknowledges the risk. Provider disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Provider makes no claims regarding the accuracy or completeness of the content on Provider Services or any linked websites or mobile applications. Provider bears no liability for errors, inaccuracies, personal injury, property damage, unauthorized access to secure facilities, service interruptions, or any adverse effects that may arise from using Provider Services. Provider neither endorses nor assumes responsibility for third-party products or services advertised or offered through Provider Services.

Limitations of Liability: Provider shall not be liable for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits or revenue, data loss, or other damages resulting from the use of Provider Services. Provider liability is limited to the amount paid by Client in the 30 days prior to any cause of action arising. Some jurisdictions do not permit limitations on implied warranties or the exclusion of certain damages; in such cases, some or all limitations may not apply, and Client may have additional rights.

Indemnification: Client agrees to defend, indemnify, and hold Provider harmless, including Provider subsidiaries, affiliates, officers, agents, partners, and employees, from any loss, damage, liability, claim, or demand, including reasonable legal fees. This indemnification applies to issues arising from Client submissions, use of Provider Services, breach of these Legal Terms, or violation of any third-party rights. Provider reserves the right to assume exclusive defense and control of any matter subject to indemnification by Client, at Client’s expense, and requires Client cooperation in defending such claims. Provider will make reasonable efforts to notify Client of any such claim upon becoming aware of it.

User Data: Provider maintains data transmitted to Provider Services for performance management. While Provider performs regular backups, Client is solely responsible for all transmitted data and activities conducted through Provider Services. By using Provider Services, Client waives any right of action against Provider for data loss or corruption.

Electronic Communications: By using Provider Services, Client consents to electronic communications and agrees that all agreements, notices, and other communications satisfy any legal written requirement. Client also agrees to the use of electronic signatures and records. Any rights or requirements under laws requiring non-electronic records or payments are hereby waived.

California Users and Residents: Unresolved complaints can be directed to the Complaint Assistance Unit of the California Department of Consumer Affairs at the specified address or phone numbers.

Miscellaneous: These Legal Terms constitute the entire agreement between Client and Provider. Failure to enforce any provision does not constitute a waiver. These terms are severable and remain enforceable if any provision is deemed unlawful. No joint venture, partnership, employment, or agency relationship exists between Client and Provider due to these Legal Terms. These terms will not be construed against Provider for having drafted them.

Contact Us

• For project-based change requests, more information, complaints or further information, contact Provider at Platinum Intelligent Data Solutions, LLC, 3927 Main Street 110, Dallas, TX 75226, United States. Phone: 214-651-1457.
• Email: support@platinumids.com.

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