Third Party License Terms | KLDiscovery

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Third Party License Terms

This page sets out the additional third party license terms (“Third Party License Terms”) which govern the access to, and use of, various third party products, services and features (each a “Third Party Product”), as set out in the specific agreement, statement of work or other contractual document governing KLDiscovery’s Services (the “Agreement for Services”).

Transfers of Personal Data by KLDiscovery Group entities

All KLDiscovery group entities around the world that enter Agreements for Services with Clients may, from time to time, and solely following to instructions from the applicable Client, agree to transfer Personal Data to jurisdictions outside the territory where the contracted KLDiscovery Group entity is located. Such Personal Data transfers may also include the transfer of Personal Data from the European Economic Area to countries which do not presently have an Adequacy Decision. To comply with the obligations imposed on them by applicable data privacy laws, including but not limited to, the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 (UK),the California Consumer Privacy Act (2018) and the Swiss Federal Act on Data Protection dated 19 June 1992 (“FADP”), the KLDiscovery group entities have entered into a set of Standard Contractual Clauses (Processor to Processor, Module 3) pursuant to Commission Decision Commission Decision (EU) 2021/914, for the purposes of transferring Personal Data internationally from the client to the KLDiscovery Group entity.

A copy of the Standard Contractual Clauses (Processor to Processor, Module 3) can be provided upon Client’s request.

End User Licensing Agreements for KLDiscovery provided Third-Party Software Solutions

Subject to the services contracted for under your KLDiscovery Agreement, please refer to the below End User Licensing Agreements for the applicable third-party solutions to review the terms and conditions concerning such use.

eDiscovery AI
RelativityOne

eDiscovery AI LLC Licensing Terms

Where Client has selected the provision of software by eDiscovery AI LLC (“eDiscoveryAI”), KLDiscovery grants to Client a non-exclusive, non-transferable right to access and use the features and functions of the applicable eDiscoveryAI software chosen by Client, subject to any data usage or data storage limits as set out in the pricing table.

Terms Applicable to Direct Access to eDiscovery Software Only

1. If direct access to eDiscoveryAI is provided to Client’s Users, KLDiscovery will provide to Client the necessary passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures (the “Access Protocols”) to allow Client and its Users to access the eDiscoveryAI software.
2. Client will not, and will not permit any User or other third party, to (a) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from the eDiscoveryAI software or any part thereof; (b) modify or create any derivative product from the eDiscoveryAI software or Licensed Material; (c) rent, lease, sublicense, sell, assign or otherwise transfer the eDiscoveryAI software; (d) use the eDiscoveryAI software directly or indirectly to provide a time-sharing or subscription service to any third party or to function as a service bureau or application service provider; (e) use the eDiscoveryAI software, Licensed Material, or Deliverables (as defined below) for competitive purposes, including to develop a similar or competitive product, or (f) permit any third party who is not a User to access or use the eDiscoveryAI software.
3. Authorised Users. eDiscoveryAI may terminate or otherwise deny a User’s access to or use of the eDiscoveryAI software, without incurring any resulting obligation or liability, if eDiscoveryAI reasonably determines that such User’s use of the eDiscoveryAI software: (i) poses a security risk or threat to the confidential information or intellectual property of eDiscoveryAI and/or function of the eDiscoveryAI software, or to eDiscoveryAI or any other third party; or (ii) constitutes a breach of these eDiscoveryAI Licensing Terms. Each User shall be designated as a reviewer, contributor, or viewer, and will have different permissions, depending on such designation. Client shall be responsible for its Users’ compliance with the terms and conditions of these eDiscoveryAI Licensing Terms and shall be responsible for any violation of such terms and conditions by its Users.

eDiscoveryAI End User License Agreement

1. These terms of use are entered into by and between Client and eDiscoveryAI. The following terms and conditions govern Client’s access to and use of eDiscoveryAI software and systems (“Software” as defined below) whether as a guest or a registered user.
2. By using the Software, Client automatically accepts and agrees to be bound and abide by this End User License Agreement (“EULA”). If Client does not want to agree to this EULA, Client must not access or use the Software.
3. Definitions
1. “Derivative Works” shall mean any derivative works as defined under U.S. copyright law created by Licensee under this EULA.
2. “End User License” shall mean a non-exclusive, non-transferable license granted by Licensee to an end user for the Software's use, excluding distribution or resale.
3. “Software” shall mean the original software program known as 'eDiscoveryAI', in both object code and source code forms.
4. Partner Relationships
1. Any individual or organization that is referred to as a “Partner” in this EULA is NOT a partner of eDiscoveryAI in any legal sense. Such entities are independent actors and are in no way affiliated with, owned, or controlled by eDiscoveryAI. NEITHER THE USE OF THE TERM “PARTNERS” NOR THE ACTIONS OF ANY PARTY, NOR ANY STATEMENTS REGARDING “PARTNERS” OR A “PARTNERSHIP” HEREIN OR ON THE WEBSITE, IN ITS MARKETING MATERIALS OR OTHER DOCUMENTATION, OR MADE IN ANY COMMUNICATIONS BETWEEN ANY PARTIES WILL BE INTERPRETED AS CREATING AN ACTUAL OR IMPLIED PARTNERSHIP, JOINT VENTURE, AGENCY OR OTHER RELATIONSHIP BETWEEN eDiscoveryAI AND ANY OTHER PARTY. eDiscoveryAI HAS NO LIABILITY FOR ANY ACT OR OMISSION OF ANY PARTY DESIGNATED AS A “PARTNER.”
5. Notice and Disclaimer
1. Notice: Client acknowledges that the Software is a tool for analysing electronic data for legal and regulatory purposes and not for legal advice or professional judgment. Client is responsible for legal compliance in using the Software.
6. No Warranty: THE SOFTWARE IS PROVIDED 'AS IS', WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CLIENT DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CLIENT ASSUMES ALL RISKS ASSOCIATED WITH THE SOFTWARE USE.
7. Limitation of Liability: eDiscoveryAI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES RELATED TO THE SOFTWARE USE OR THIS EULA.
8. Ownership and Intellectual Property
1. eDiscoveryAI represents and warrants that it has title to, or a license with a right to sublicense, the Software, in the form in which it is delivered and that there is no pending claim against EDISCOVERYAI for infringing or misappropriating the licensed Software.
2. eDiscoveryAI retains all rights, title, and interest in the Software, including any Derivative Works, along with all associated intellectual property rights. This EULA does not transfer any ownership or intellectual property rights, except for the limited license expressly granted.
9. CCPA Compliance
1. In relation to CCPA, eDiscoveryAI agrees to process personal data solely for the EULA’s purposes and assist in responding to consumer rights requests under CCPA.
10. Indemnification
1. Client agrees to defend, indemnify and hold harmless eDiscoveryAI, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to Client’s violation of this EULA.
11. Severability
1. If any part of this EULA is ruled invalid or unenforceable, the remainder shall continue in effect, unless such invalidity or unenforceability affects the essence of this EULA.
12. Term and Termination
1. EULA begins upon use of Software and continues for as long as Client uses the Software.
2. eDiscoveryAI can terminate or suspend Client’s access to Software for any reason, including without limitation, any violation of this EULA.
13. Governing Law and Dispute Resolution
1. This EULA is governed by the laws of Delaware excluding conflict of laws principles.
2. Disputes arising under this EULA shall first be attempted to resolve through negotiation, failing which, they shall be subject to the exclusive jurisdiction of Delaware courts.
14. Contact Information
1. For eDiscoveryAI: eDiscovery AI LLC, Attn: Legal, 7760 France Ave. S., Suite 1100, Bloomington, MN 55435, Phone: 612-261-0955, Email: legal@ediscoveryai.com
15. Entire Agreement
1. This EULA, in conjunction with the underlying services agreement constitutes the complete agreement between the Parties on this subject, superseding all prior discussions, negotiations, and agreements.

Information Applicable to the General Data Protection Regulation 679/2016 (the “GDPR”) and the United Kingdom Data Protection Act 2018

Additional eDiscoveryAI Data Privacy Terms applicable to EEA/UK only Processing

The Client authorizes use of eDiscoveryAI software pursuant to the terms of the Agreement, subject to the selection by the Client of the specific Microsoft Azure tenant offered by eDiscoveryAI. Once selected, all Personal Data shall be processed at the specific Microsoft Azure tenant and at no other eDiscoveryAI operated Microsoft Azure tenant. eDiscoveryAI support services shall be provided within the European Economic Area and/or United Kingdom.

Additional Sub-Processor Information when using eDiscoveryAI in EEA/UK only

Additional eDiscoveryAI terms applicable to EEA/UK/USA and India Processing

The Client authorizes use of eDiscoveryAI software pursuant to the terms of the Agreement, subject to the selection by the Client of the specific Microsoft Azure tenant offered by eDiscoveryAI. Once selected, all Personal Data shall be processed by Canopy at the specific Microsoft Azure tenant and at no other eDiscoveryAI operated Microsoft Azure tenant. Notwithstanding the data processing location, users of eDiscoveryAI require support services from eDiscoveryAI and that such support services shall be provided from the United States of America and/or Poland. Accordingly, in respect of support for the use of eDiscoveryAI only, the Client hereby authorises the transfer of Personal Data to the United States of America for the duration of the Agreement subject to KLDiscovery and eDiscoveryAI entering into the terms of the 2021 Processor to Processor Standard Contractual Clauses (Module 3) approved by the European Commission, with the applicable amendments mandated by S119A(1) of the Data Protection Act 2018, which is herein incorporated by reference (“Standard Contractual Clauses”). The Standard Contractual Clauses are hereby agreed by Client for the applicable processing of Personal Data.

Additional Sub-Processor Information applicable to EEA/UK/USA and India Processing

RELATIVITY ONE

Where Client has selected the use of Relativity Server or Relativity One (collectively, the software known as “Relativity”) in the Agreement for Services, KLDiscovery grants to Client a non-exclusive, non-transferable right to access and use the features and functions of Relativity, subject to these additional terms and any data usage or data storage limits as set out in the Pricing Table.

Terms of Access

1. The Client is granted to right to import, process, review, use, copy, store, and transmit Client Data to, in and from Relativity. Access to and use of Relativity by any authorized user of the Client will be considered access to and use of Relativity. Client shall: (i) ensure that all authorized users comply with the terms imposed by Relativity, as set out herein (the “Relativity Terms”); and (ii) be responsible for the acts and omissions of each authorized user, including any failure by any authorized user to comply with the Relativity Terms.
2. The Client shall not have any rights to link any Client controlled websites to Relativity.
3. Each authorized user shall have unique and separate access credentials for accessing Relativity. No authorized user shall be permitted to share or repurpose access credentials, regardless of whether the sharing occurs at the same or different times. The username of each authorized user must be a unique working email address. The Client will be responsible for all access to and use of Relativity utilizing Client’s access credentials. Client will promptly notify their contracted service provider of any known or reasonably suspected unauthorized use of any access credentials to Relativity.
4. Nothing in the software provided by Relativity is intended to be, or should be construed as, legal advice or interpretation of legal documents. Client is solely responsible for its use of Relativity, including deciding whether, to what extent, and how to use particular features of the software for any given use case.
   
   Restrictions on Access to and Use of Relativity
5. Client shall not, nor permit any third party authorized by the Client to:
1. access and use Relativity other than as provided by their contracted service provider on a hosted basis or via Relativity One;
2. copy, modify, duplicate, create derivative work from, frame, mirror, republish, download, transmit, or distribute all or any portion of Relativity in any form or media or by any means;
3. reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Relativity;
4. access all or any part of Relativity in order to build or enhance a product or service which competes with Relativity;
5. other than as expressly authorized, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Relativity available to any third party;
6. take any actions to circumvent standard security practices for accessing and using Relativity or to avoid paying amounts due, including: (i) circumventing or automating the practice of having admins enable or re-enable authorized users or other billable items manually; (ii) circumventing the features in Relativity for tracking and reporting billable items; or; (iii) multiplexing or sharing authorized users’ access to and use of Relativity through middleware, transaction servers, multi-tiered architectures, or any other method or technology;
7. input, upload, transmit, or otherwise provide to or through Relativity any information or materials that are unlawful;
8. access and use Relativity to: (i) interfere with or disrupt the integrity, security or performance of Relativity or the data contained therein; or
9. attempt to gain unauthorized access to other deployments of Relativity or any shared systems, products or networks;
10. remove, cover-up or obscure any trademark, trade name, copyright notice or other proprietary notice on Relativity; or
11. otherwise access or use Relativity beyond the scope of the authorization granted to Client.
6. Relativity and its third-party vendors own and will continue to own the entire title and interest in and to Relativity and all intellectual property rights related to Relativity, including all derivative works thereof, and any know-how, methodologies or other materials Relativity provides. Relativity does not grant any right, title or interest in or to Relativity or any such Intellectual Property Rights, whether expressly, by implication, estoppel, or otherwise. Client has no right to access any source code.
7. Client is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to versions of Relativity and Relativity will not be responsible for resolving any problems, conditions, delays, or delivery failures, or liable for any loss or damage arising from or relating to Client’s network connections or telecommunications links or caused by the Internet.
   
   Data
8. Client is responsible for the content and use of Client Data, and will remain the sole and exclusive owner of all right, title and interest in and to Client Data, including all Intellectual Property Rights relating thereto. Client grants Relativity a non-exclusive, non-transferable right to access and use Client Data for the purpose of providing Relativity and performing Relativity's obligations.
9. Relativity may collect, reproduce, distribute, modify, and otherwise use and publish data and other information that Relativity compiles or derives, relating to or arising from the performance or use of Relativity by Client, including statistics, metrics and analytic data, and any data and other information derived therefrom (collectively, “Usage Data”); provided, however, that, Usage Data shall be anonymized and aggregated, and shall never contain any information by which any person would reasonably be able to identify the Confidential Information of Client or any other person or party. Relativity shall be the sole and exclusive owner of all right, title and interest in and to Usage Data, including all Intellectual Property Rights relating thereto.

Information Applicable to the General Data Protection Regulation 679/2016 (the “GDPR”) and United Kingdom Data Protection Act 2018

Additional Relativity One Software Data Privacy Terms applicable to EEA/UK only Processing

The Client authorizes the use of Relativity One software pursuant to the terms of the Agreement. All Personal Data shall be processed at the specific Microsoft Azure tenant and at no other RelativityOne operated Microsoft Azure tenant. Relativity One support services shall be provided within the European Economic Area and/or United Kingdom.

Additional Sub-Processor Information applicable to EEA/UK only Processing

Additional Relativity One Software Data Privacy Terms applicable to EEA/UK/USA Processing

The Client authorizes use of Relativity One software pursuant to the terms of the Agreement. All Personal Data shall be processed by Relativity One at the specific Microsoft Azure tenant and at no other Relativity One operated Microsoft Azure tenant. Notwithstanding the specific Microsoft Azure data processing location, users of Relativity One require support services from Relativity and that such support services are based primarily in the United States of America. Accordingly, in respect of support for the use of Relativity One software only, the Client hereby authorises the transfer of Personal Data to the United States of America for the duration of the Agreement subject to KLDiscovery and Relativity entering into the terms of the 2021 Processor to Processor Standard Contractual Clauses (Module 3) approved by the European Commission, with the applicable amendments mandated by S119A(1) of the Data Protection Act 2018, which is herein incorporated by reference (“Standard Contractual Clauses”). The Standard Contractual Clauses are hereby agreed by Client for the applicable processing of Personal Data.

Additional Sub-Processor Information applicable to EEA/UK/USA Processing