These Service Terms (these “Service Terms”) supplement and are incorporated into the Platform Agreement between Flux Cap. Corporation, a Delaware corporation (“Provider” or “Flux”), and the customer identified in the applicable Order Form (“Customer”). Capitalized terms used but not defined herein have the meanings given to them in the Platform Agreement. These Service Terms apply to the specific service configurations described herein and form a part of the Agreement as defined in the Platform Agreement. In the event of any conflict between these Service Terms and the Platform Agreement, the Platform Agreement shall control unless these Service Terms expressly state otherwise with respect to a specific provision.
PART A — MANAGED SERVICES TERMS
This Part A applies where an Order Form designates a managed services engagement and incorporates these Managed Services Terms into the Agreement. Where no Order Form designates a managed services engagement, this Part A does not apply and shall have no effect.
1.Scope of Managed Services
1.1Managed Services Engagement. Where an Order Form designates a managed services engagement, Provider shall deploy one or more Legal Engineers to operate the Platform on Customer’s behalf in connection with the Matter identified in such Order Form. In a Managed Services engagement, Customer does not receive login credentials or direct access to the Platform. All Platform interaction shall be conducted exclusively by Provider’s Legal Engineers on Customer’s behalf, pursuant to instructions received from Counsel and under Counsel’s supervision in accordance with this Part A.
1.2Engagement Scope. The specific scope of Managed Services, including the nature and volume of deliverables, matter-specific inputs, timelines, and any unique requirements, shall be set forth in the applicable Order Form and any statement of work agreed between the parties. In the event of any conflict between a statement of work and an Order Form, the Order Form shall control unless the statement of work expressly provides otherwise.
2.Legal Engineer Role
2.1Assignment of Legal Engineers. Provider shall assign one or more Legal Engineers to each Managed Services engagement. Legal Engineers are Flux personnel with training in Platform operation and litigation-support workflows. Provider shall ensure that Legal Engineers assigned to an engagement have received appropriate training in the operation of the Platform, the handling of Customer Data, and the requirements of applicable privilege preservation protocols as set forth in the Security Addendum.
2.2Role and Functions. Legal Engineers shall ingest matter-specific inputs, operate the Platform to produce Outputs, and prepare Work Product at the direction of and under the supervision of Counsel. Legal Engineers shall not independently make decisions regarding legal strategy, case theory, privilege determinations, or the substance of any deliverable. All functions performed by Legal Engineers shall be in the nature of litigation-support technology operations rather than the practice of law.
2.3Substitution. Provider may substitute Legal Engineers assigned to an engagement upon reasonable notice to Customer, provided that the substitute Legal Engineer has received appropriate training and has been briefed on the requirements of the engagement. Where a substitution would materially affect continuity of services on a time-sensitive matter, Provider shall use commercially reasonable efforts to minimize disruption and shall coordinate with Counsel regarding any transition.
3.Counsel Direction Requirement
3.1Exclusive Direction by Counsel. All Managed Services shall be performed exclusively at the direction and under the supervision of Customer’s Counsel. Provider shall not act except upon instruction from Counsel, whether transmitted directly or through a Counsel-authorized designee identified in the applicable Order Form. Counsel retains exclusive responsibility for all legal strategy, legal determinations, litigation decisions, privilege designations, and the ultimate use of any Work Product.
3.2No Independent Judgment. Legal Engineers shall exercise no independent professional judgment regarding the legal merits, strategic direction, or litigation posture of the Matter. Where a Legal Engineer receives instructions that appear to be internally inconsistent or that raise a question requiring legal judgment, the Legal Engineer shall promptly flag the issue to Counsel and await clarified instructions before proceeding.
3.3Authorized Contacts. Each party shall designate in the Order Form one or more individuals authorized to provide instructions and to receive communications in connection with the Managed Services engagement. Provider shall not act upon instructions from individuals not identified as authorized contacts without first confirming their authority with Counsel.
4.Work Product Creation
4.1Preparation at Counsel’s Direction. All Work Product shall be prepared at Counsel’s direction and subject to Counsel’s review and approval before being treated as final or authoritative. Legal Engineers shall provide draft Work Product to Counsel for review in accordance with the timelines and procedures set forth in the Order Form or as otherwise agreed between the parties.
4.2Restriction on Delivery and Filing. No Work Product shall be delivered to any third party, filed with any court, submitted to any administrative agency, produced in response to any discovery request, or otherwise disclosed outside the engagement team without Counsel’s express prior written authorization. Provider shall maintain appropriate access controls to prevent unauthorized delivery or disclosure of Work Product by Legal Engineers.
4.3Ownership of Work Product. Work Product ownership is governed by Section 5.2 of the Platform Agreement. For the avoidance of doubt, Work Product becomes the property of Customer upon payment in full of all Fees due with respect to such Work Product, subject to Provider’s retained license in and to Provider IP components embedded therein, as set forth in Section 5.2 of the Platform Agreement.
4.4Corrections and Revisions. Where Counsel identifies errors, omissions, or deficiencies in any Work Product, Provider shall use commercially reasonable efforts to correct or revise such Work Product within the time period specified in the Order Form or, if no time period is specified, within a reasonable time given the complexity of the correction and the urgency of the matter.
5.Privilege Preservation
5.1Intended Privileged Status. Work Product prepared under Counsel’s supervision for litigation purposes is intended to be protected by the attorney-client privilege and/or the attorney work-product doctrine under applicable law. Provider shall maintain and implement the technical and organizational measures described in the Security Addendum to support the preservation of such protections, including, without limitation, data segregation, access controls, and audit logging.
5.2No Guarantee of Privilege. Provider makes no representation or warranty that the structure of the engagement, the classification of any Work Product, or any technical measure implemented by Provider will, as a matter of law, preserve any applicable privilege or work-product protection. Privilege determinations are exclusively within the professional responsibility of Counsel. Customer and Counsel are solely responsible for all privilege log preparation, clawback procedures, and privilege-management activities, including compliance with any applicable court order or discovery obligation relating to the Matter.
5.3Third-Party Disclosure Controls. Provider shall not disclose Work Product or Customer Data to any third party — including opposing counsel, adverse parties, courts, or government agencies — except pursuant to Counsel’s express written authorization or as required by applicable law. In the event Provider receives a subpoena, court order, or other legal process requiring disclosure of Work Product or Customer Data, Provider shall comply with the compelled-disclosure procedures set forth in Section 6.2 of the Platform Agreement.
6.No Legal Advice
6.1Technology Services Only. Provider does not provide legal advice, legal representation, or legal services of any kind. All Work Product constitutes the work product of Counsel and Customer, not Provider. Provider’s role in a Managed Services engagement is to provide technology-enabled litigation-support services through the operation of the Platform by trained Legal Engineers under Counsel’s supervision and direction.
6.2Non-Attorney Status of Legal Engineers. Legal Engineers are not attorneys. Nothing in this Agreement or any Order Form, and no communication between a Legal Engineer and Counsel or Customer, shall constitute legal advice or create an attorney-client relationship between any Legal Engineer and Customer. Customer shall not rely on any statement or representation by a Legal Engineer as legal advice.
6.3Disclaimer of Liability for Legal Outcomes. Provider makes no guarantee as to any litigation outcome, recovery amount, settlement result, or other legal or strategic result in connection with any Matter for which Managed Services are provided. Provider’s obligations are limited to performing the technology-enabled litigation-support services described in the applicable Order Form with reasonable skill and care.
7.Deliverables
Work Product shall be delivered in accordance with the schedule specified in the applicable Order Form or statement of work. Where an Order Form or statement of work specifies a review and acceptance period, Customer shall review the deliverables within the specified period and provide written notice of any material deficiency. Provider shall use commercially reasonable efforts to correct any material deficiency identified during the review period. Where no acceptance period is specified, delivery shall be deemed complete upon Provider’s transmission of the applicable deliverable to Customer or Counsel.
8.Professional Standards
8.1Standard of Care. Legal Engineers shall perform Managed Services with reasonable skill, care, and diligence consistent with industry standards for litigation-support and technology-enabled legal services. This standard of care does not impose any warranty of a particular result or outcome in connection with any Matter and is subject to the disclaimers and limitations set forth in the Platform Agreement.
8.2Compliance with Applicable Rules. Provider shall ensure that the conduct of Legal Engineers in performing Managed Services is consistent with applicable rules governing the supervision of non-lawyer service providers under the rules of professional conduct of the jurisdictions in which Counsel is admitted to practice. Provider acknowledges that Counsel bears ultimate supervisory responsibility under applicable bar rules.
9.Communication and Status Reporting
9.1Status Updates. Provider shall provide Customer and Counsel with status updates regarding the progress of Managed Services at the frequency specified in the Order Form. Where no communication cadence is specified, Provider shall provide updates reasonably requested by Counsel.
9.2Designated Contacts. Each party shall designate in the Order Form a primary point of contact for day-to-day communications regarding the Managed Services engagement. Each party shall use commercially reasonable efforts to make its designated contact reasonably available to the other party during normal business hours for matters requiring prompt attention. Changes to designated contacts shall be communicated in writing.
9.3Escalation. In the event of any dispute, disagreement, or communication breakdown regarding the scope, quality, or direction of Managed Services, either party may escalate the matter to senior representatives designated in the Order Form for prompt resolution. The parties shall cooperate in good faith to resolve any such escalation within five (5) Business Days after the escalation notice.
10.Matter-Specific Configuration; Work Product Quality
10.1Customer acknowledges and agrees that: (a) Provider configures and optimizes the Platform on a Matter-specific basis, and the accuracy, reliability, and relevance of Work Product depend on maintaining the integrity of each Matter’s data environment; (b) directing Provider to perform Services for any purpose other than the Permitted Purpose, or in connection with any matter, case, or engagement that has not been identified as a Matter or Additional Matter under this Agreement, constitutes a material breach of this Agreement; (c) any such unauthorized direction will materially and adversely affect the quality of Work Product by introducing data, context, and parameters inconsistent with the applicable Matter, and will degrade the quality of all Work Product, including Work Product relating to existing Matters; (d) Provider shall have no responsibility or liability for any Work Product generated in connection with or affected by any such unauthorized direction.
10.2Customer shall ensure that Counsel and all persons directing Provider’s personnel are made aware of and comply with the restrictions set forth in this Section.
11.Personnel and Service Delivery Standards
11.1Provider shall make a Legal Engineer and other appropriately qualified personnel available to perform the Services set forth in the applicable Order Form, including data ingestion, technical analysis, reporting, and workflow support, at Counsel’s direction.
11.2Services shall be provided remotely during Provider’s normal business hours unless otherwise agreed in the applicable Order Form or a written work order.
11.3Provider shall select, and may in its sole discretion replace or substitute, the individual or individuals serving as Legal Engineers or in other Provider roles, provided that any replacement shall hold equivalent qualifications. Provider does not guarantee the availability of any particular individual.
11.4Customer shall designate one or more points of contact for coordination, and all substantive requests for Services shall be routed through Counsel.
11.5The Services are limited to technical, analytical, operational, and litigation-support functions. No Provider personnel shall provide legal advice, legal interpretation, legal opinions, or legal strategy, and no communication with Provider personnel shall be construed as legal advice or as creating an attorney-client relationship.
11.6Counsel remains solely responsible for all legal decisions and for reviewing, validating, and approving all Work Product.
11.7All training materials, documentation, and other materials provided by Provider in connection with this Section constitute Provider IP and are licensed to Customer solely as necessary to use the Work Product for the Permitted Purpose.
11.8Provider makes no service-level, response-time, or availability commitment except as expressly stated in the applicable Order Form. No failure or delay by Provider in furnishing Services shall excuse, delay, or otherwise relieve Customer of any obligation to make payments due under this Agreement, including any Fees.
PART B — PLATFORM LICENSE TERMS
This Part B applies where an Order Form designates direct platform access. The Platform Agreement governs the terms of platform access, including Authorized User requirements, credential security, scope of use, and use restrictions. This Part B sets forth additional operational terms applicable to direct platform access engagements. Compliance Notification. Provider shall notify Customer of any material compliance concern identified through monitoring — including suspected violations of the Platform’s use restrictions, unauthorized use, or anomalous access patterns — within a reasonable time after identification, and shall provide Customer with a reasonable opportunity to respond and remediate before Provider takes enforcement action, except where immediate action is necessary to address a security risk or prevent ongoing harm.
1.Data Segregation
1.1Logical Data Segregation. Provider shall maintain logical data segregation such that Customer Data is isolated from other customers’ data. The specific data-segregation controls maintained by Provider are described in the Security Addendum.
2.Security Measures
2.1Security Safeguards. Provider shall maintain technical and organizational security measures designed to protect Customer Data as described in the Security Addendum. Provider’s obligations with respect to the detection, investigation, and remediation of Security Incidents are governed by the Security Addendum.
2.2Customer Data Isolation. Provider shall ensure that Customer Data is logically isolated and sandboxed such that it is not commingled with data from any other customer or matter. Provider shall implement and maintain controls reasonably designed to prevent cross-customer data exposure, including access control policies, encryption, and namespace or tenant isolation within the Platform infrastructure.
2.3Privilege Preservation Measures. Provider shall maintain reasonable measures designed to support the preservation of the confidentiality of materials subject to attorney-client privilege or work-product protection processed through the Platform. Customer and Counsel remain solely responsible for determining whether materials are privileged and for all privilege-management decisions.
2.4Breach Notification. Provider’s obligations with respect to the detection, investigation, and remediation of Security Incidents, including any unauthorized access to or disclosure of Customer Data, are governed by the Security Addendum and the applicable DPA.
PART C — SUPPORT AND SERVICE LEVELS
Where an Order Form designates an SLA tier, Provider shall use commercially reasonable efforts to maintain the Platform availability percentage specified in such Order Form during each calendar month (the “Uptime Commitment”). Uptime shall be measured as the percentage of total minutes in a calendar month during which the Platform is available for Customer access, excluding scheduled maintenance windows, force majeure events, Customer-caused outages, and any other exclusions specified in the applicable Order Form. If Provider fails to meet the Uptime Commitment in any calendar month, Customer’s sole and exclusive remedy shall be a service credit equal to the percentage of the applicable monthly Fees specified in the Order Form for the corresponding availability tier (each, a “Service Credit”). Customer must request any Service Credit in writing within thirty (30) days after the end of the calendar month in which the failure occurred. Service Credits shall not exceed twenty-five percent (25%) of the monthly Fees for the affected month and shall be applied as a credit against future invoices. Service Credits are Customer’s sole and exclusive remedy for any failure to meet the Uptime Commitment and shall not be construed as liquidated damages.