Master Services Agreement

Effective Date: April 17, 2008

By clicking the "I accept" button displayed as part of the registration process, you agree to this Agreement, governing your use of the Service (defined below). If you are entering into this Agreement or using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must select the "I Decline" button and may not use the Service.

Lexbe will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Lexbe website incorporated by reference herein, including but not limited to Lexbe's privacy policies.

1. Definitions. As used in this Agreement and in any Order Forms now or hereafter associated herewith:
"Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Lexbe website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Lexbe from time to time in its sole discretion;
“Case(s)” means a Proceeding that you set up in your account in Lexbe.
“Case License” means the right as defined under this Agreement to use the Service for a specific Case.
"Content" means the written, audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
"Customer Data" means the Litigation Materials and any other Case-related data, information or material provided or submitted by you to the Service in the course of using the Service;
"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;
“Hibernation” means a procedure that Lexbe offers to License Administrators through its online order center to allow Customer Materials related to a Case License to be made unavailable for use, but still maintained on Lexbe's services, at a reduced license fee. Hibernation procedure allows License Administrators
"Initial Term" means the initial month period during which you are authorized to use or obligated to pay for the Service; under a Case License;
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"Lexbe" means Lexbe LC, a Texas limited liability company, 3801 N. Capital of TX Hwy E420/152, Austin, TX 78746;
"Lexbe Technology" means all of Lexbe's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Lexbe in providing the Service;
"License Administrator(s)" means the User or Users designated by you who is or are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts, establish or cancel Case Licenses, select Case Hibernation or non-Hibernation, and otherwise administer your use of the Service;
"License Term(s)" means the period(s) during which you are licensed to use the Service for a Case pursuant to the applicable Order Form(s);
“Litigation Materials” means all documents or materials, related to a Case for which you have a Case License, provided or submitted by you to the Service in the course of using the Service;
"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the specific Case Licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
"Online Order Center" means Lexbe's online application that allows the License Administrator designated by you to, among other things, add additional Cases to the Service;
“Other Services” means service activities requested of Lexbe by you outside of the Services, or services requested or required in connection with a Proceeding involving You, or in connection with a subpoena served on Lexbe related to a Proceeding involving You, which services may include without limitation evidence recovery, data recovery, media or data transfer, time spent preparing for and participating in depositions, travel, expert witness services, or other litigation matters within Lexbe's expertise. “Permitted Use” means use only by litigation professionals (lawyers, expert witnesses and consultant, staff), and their clients, for litigation support in preparation for a Proceeding in which a litigation professional has been retained or a client is a party.
“Primary Licensee(s)” or “you” means the persons or entities paying for the Case Licenses as reflected on the Order Forms and in Lexbe's billing records. If an individual is reflected as a paying entity, Primary Licensee shall include such individual and also any other persons, company or entity, on whose behalf the individual is acting in utilizing the Services.
“Proceeding” means a lawsuit, arbitration, mediation, administrative proceeding in a court of law or before an administrative body or arbitration or mediation organization, in which a legal remedy or outcome is sought.
"Service(s)" means the Lexbe's online litigation management services identified during the ordering process, developed, operated, and maintained by Lexbe, accessible via http://www.Lexbe.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Lexbe, to which you are being granted access under this Agreement, including the Lexbe Technology and the Content;
“Trial License” means a Case License or Licenses that Lexbe may make available from time to time on a promotional basis to new clients.
"User(s)" means a Primary Licensee's employees, representatives, contractors, consultants, contractors, agents or guests, who are authorized to use the Service by a License Administrator, and have been supplied user identifications and passwords by a License Administrator (or by Lexbe at a Primary Licensee's request). If a User is using the Service on behalf of a company or other legal entity, then User refers to such company or legal entity as well.

2. License Grant & Restrictions. Lexbe hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for a Permitted Use, subject to the terms and conditions of this Agreement. Except for the permitted Users, no other use or users are permitted without written permission by Lexbe. All rights not expressly granted to you are reserved by Lexbe and its licensors. Notwithstanding anything to the contrary in this section, you may not access the Service if you are a competitor of Lexbe, except with Lexbe's specific prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service or the Lexbe Technology in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.


You may use the Service only for your litigation management purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) use the Service for any violation of any law.

The terms of this Agreement constitute an offer by Lexbe to you to utilize the Services exclusively upon the terms and conditions set forth in this Agreement. No contrary or additional terms or conditions of proposed by you will be accepted by Lexbe and any such proposed contrary or additional terms are to be construed as proposals for addition to this Agreement which are hereby rejected unless otherwise indicated in a written instrument executed by a principal of Lexbe making specific reference to this Agreement and the specific contrary or additional term proposed by you. Your use of the Service shall be deemed unqualified acceptance of the terms and conditions included in this Agreement.

3. Confidentiality of Customer Materials. Lexbe agrees and understands that all Customer Materials are intended to be confidential, and will take reasonable steps to assure that Customer materials are not inappropritely disclosed. Lexbe understands that Customer Materials may be subject to attorney-client privilege or be attorney work product, and agrees to hold such materials as an agent of the attorney or attorneys handling any matter in connecton with the Customer Materials. Subject to applicable law or court order, Lexbe agrees not to disclose the Customer Materials to any person or entity other than you or persons you authorize or designate. If access to your Customer Materials is sought by a third party, we will promptly notify you of such action, tender to you our defense responding to the request and cooperate with you concerning our response. In the event we are subpoenaed as a result of our Services to you, you will compensate us for our time and costs in responding for the subpoena in accordance with our customary rates.

4. Service Level Agreement. Lexbe guarantees to the Primary Licensee that the Primary Licensee's access to the Service will be available 99.99% of the time in a billing month, based on 24-hour days for the number of days in the subject month from the Internet in the United States ('Account Availability'). If the Primary Licensee's access to the Service is less than 99.99%, then the Primary Licensee will be entitles to a pro rata credit for the period of unavailability.

The Primary Licensee will not receive any credit under this paragraph in connection with any failure or deficiency of Account Availability caused by or associated with: circumstances beyond Lexbe's reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this service level agreement; failure of access circuits to the Lexbe's network, unless such failure is caused solely by Lexbe; scheduled maintenance and emergency maintenance and upgrades; DNS issues outside the direct control of Lexbe; Primary Licensee's acts or omissions (or acts or omissions of others engaged or authorized by Primary Licensee), including, without limitation, any negligence, willful misconduct, or use of the Services in breach of this Agreement; outages elsewhere on the Internet that hinder access to Primary Licensee's account.

Lexbe will guarantee only those areas reasonably under the control of Lexbe. To receive a credit, the Primary Licensee must make a request therefore by sending an e-mail message to . Each request in connection with this Service Level Agreement must include dates and times of the unavailability of Primary Licensee's account and must be received by Lexbe within thirty (30) business days after the Primary Licensee's account was not available. Credits are exclusive of any applicable taxes charged to customer or collected by Lexbe and are sole and exclusive remedy of the Primary Licensee, any User and any party to this Agreement with respect to any failure or deficiency in the Content availability as part of the Service.

5. Privacy; Disclosure. Lexbe's privacy policies may be viewed at http://www.lexbe.com/hp/privacy.htm. Lexbe reserves the right to modify its privacy policies from time to time. Note that because the Service is a hosted, online application, Lexbe occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

6. Your Responsibilities. You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Lexbe immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Lexbe immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Lexbe user or provide false identity information to gain access to or use the Service. You shall maintain original or backup copies of all Customer Data.


7. Account Information and Data. Lexbe does not own any of the Customer Data. You, not Lexbe, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Lexbe shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Also, you should regularly copy Customer Data from Lexbe to other locations controlled by you, to guard against accidental loss or temporary or permanent unavailability. Lexbe reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Lexbe shall have no obligation to maintain any Customer Data.

8. Intellectual Property Ownership. Lexbe alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Lexbe Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Lexbe Technology or the Intellectual Property Rights owned by Lexbe. The Lexbe name, the Lexbe logo, and the product names associated with the Service are trademarks of Lexbe or third parties, and no right or license is granted to use them.

9. Charges and Payment of Fees. The Primary Licensee(s) shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments are due on billing, unless otherwise mutually agreed upon. All payment obligations are noncancelable and all amounts paid are nonrefundable. The Primary Licensee(s) is(are) responsible for paying for all Case Licenses ordered for the entire License Term, whether or not such Case Licenses are actively used. You must provide Lexbe with valid credit card or approved purchase order information as a condition to signing up for, and continuing to use, the Service. An authorized License Administrator may add Case Licenses by executing an additional written Order Form or using the Online Order Center. The license fee for the added licenses will be the then current, generally applicable license fee. Lexbe reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to the License Administrators, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

10. Billing and Renewal. Lexbe charges and collects in advance for use of the Service through Case Licenses, unless otherwise specifically agreed in writing. Lexbe will automatically renew and bill your credit card or issue an invoice to you every month, or as otherwise mutually agreed upon. For each Case License, the billing and renewal charge will be based on the number of total pages in the system for that Case and the applicable service charge in effect at the time, unless Lexbe has given you at least 30 days prior written notice of a fee change, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Lexbe's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Lexbe's income.


You agree to provide Lexbe with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Lexbe reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

11. Non-Payment and Suspension. In addition to any other rights granted to Lexbe herein, Lexbe reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of one and one-half percent per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for Case Licenses during any period of suspension. If you or Lexbe initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Lexbe may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Lexbe reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Lexbe has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

12. Termination upon Expiration/Reduction Licenses. This Agreement commences on the Effective Date. The Initial Term will be determined during the online subscription process or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by completing the online subscription form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to one month at Lexbe's then current fees for the applicable Case License fee for the case based on its size. Either party may terminate this Agreement or reduce the number of Case Licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of a Trial License, notifications provided through the Service indicating the remaining number of days in the Trial License shall constitute notice of termination. You agree and acknowledge that Lexbe has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

13. Termination for Cause. Any breach of your payment obligations or unauthorized use of the Lexbe Technology or Service will be deemed a material breach of this Agreement. Lexbe, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Lexbe may terminate a free account or a Trial License at any time in its sole discretion. You agree and acknowledge that Lexbe has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

14. Representations & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Lexbe represents and warrants that it will provide the Service in a manner consistent with online Lexbe help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

15. Digitization and Other Services. If you order any digitization services, they will be subject to Lexbe's Digitization Services Agreement, available at www.lexbe.com/hp/a/digitizationservicesagreement.htm. If Lexbe is requested to engage in Other Services, and Lexbe agrees to perform the Other Services, then Lexbe will charge You and You will pay Lexbe for the Other Services as performed by Lexbe personnel at Lexbe's then current hourly rates for the specified personnel, plus any associated out-of-pocket expenses. Other Services will include, without limitation, responding to subpoenas, attending depositions, and any other activities required of Lexbe or its personnel in connection with a Proceeding.

16. Indemnification. You shall indemnify and hold Lexbe, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, owners, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Lexbe (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Lexbe of all liability and such settlement does not affect Lexbe's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

If you are a Primary Licensee, Lexbe shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, owners, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; or (ii) a claim, which if true, would constitute a violation by Lexbe of its representations or warranties; (b) give Lexbe sole control of the defense and settlement of the claim (provided that Lexbe may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Lexbe all available information and assistance; and (d) have not compromised or settled such claim. Lexbe shall have no indemnification obligation, and you shall indemnify Lexbe pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

17. DISCLAIMER OF WARRANTIES. LEXBE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. LEXBE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET ANY PARTICULAR REQUIREMENTS, NEEDS OR EXPECTATIONS, (C) CUSTOMER DATA WILL BE ACCURATE, ACCURATELY REPRODUCED OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR ANYTHING PURCHASED OR OBTAINED THROUGH THE SERVICE WILL MEET ANY PARTICULAR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND NON-INTERFERENCE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LEXBE AND ITS LICENSORS.

18. DELAYS OR FAILURES. LEXBE'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS PARTICULAR OR COMMON IN THE USE OF COMPUTER, THE INTERNET AND ELECTRONIC COMMUNICATIONS. LEXBE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

19. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL LEXBE'S AGGREGATE LIABILITY IN CONNECTION WITH A CASE EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM THE PRIMARY LICENSEE IN THE IN THE APPLICABLE CASE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

21. Statute of Limitations. Any claim or cause of action arising out of or related to use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

22. Local Laws and Export Control. This site and any software derived from it may be subject to United States export controls. No software from this site may be downloaded or otherwise exported or re-exported: (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the site or any software derived there from, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

23. Notice. Lexbe may give notice by means of a general notice on the Service, and such notice will be deemed delivered when made available.  Lexbe may also give notice by electronic mail to your e-mail address on record in Lexbe's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Lexbe's account information. You may give notice to Lexbe at any time by any of the following: written communication by facsimile to Lexbe at the following fax number: (530) 453-2215; written communication delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Lexbe at the following address: Lexbe LC 3801 N. Capital of TX Hwy E420/152, Austin, TX 78746, addressed to the attention of: Principal; email sent to notice@Lexbe.com.  Notices to either party will be deemed delivered three days after mailing if sent by a nationally recognized overnight delivery service, or by certified or registered mail with the U.S. postal service.  Notices to either party will be deemed delivered only on actual receipt in the case of facsimile, by mail (other than by registered or certified mail) or by email.

24. Modification to Terms. Lexbe reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. When revised, the "effective date" at the top of this Agreement will also be modified. Prior versions of the Agreement will be available upon request. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

25. Assignment. This Referral Agreement shall inure to benefit and bind the parties, their successors and assigns, but neither party may assign this agreement without written consent of the other, except such consent is not required to the successor of all or substantially all of the assignor's business or assets.

26. Disputes Resolution.  If a dispute arises out of or relates to this Agreement, or the breach thereof, or relating to the use of the Services, or to any acts or omissions for which You may contend Lexbe is liable, including but not limited to any claim or controversy as to arbitrability ("Dispute"), and if the Dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association ("AAA") under its commercial mediation procedures before resorting to arbitration or any other dispute resolution procedure. If the Dispute cannot be settled by mediation, then the Dispute shall be finally, and exclusively, settled by arbitration. However, alleged failure of a party to adequately negotiate or mediate a Dispute in good faith shall not be considered a condition precedent to a party's ability to commence an arbitration. The arbitration shall be held before one arbitrator under the commercial arbitration rules of the AAA in force at that time, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration shall be located in Austin, TX.  To begin the arbitration process, a party must make a written demand.   All proceedings will be kept confidential to the extent permitted by law and the arbitrator on request of wither party will issue an appropriate confidentiality order. Should a Dispute arise and should the arbitration provisions above become inapplicable or unenforceable, or in any instance of any lawsuit between You and Lexbe, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in Austin, TX, and the matter will be heard by a judge without jury, and the parties waive all rights to a jury trial. If either party employs attorneys to enforce any right in connection with any Dispute, prevailing party shall be entitled to recover reasonable attorneys' fees. The prevailing party will be determined to be the party who has most successfully proven his case in the matter, not merely the party who has received a positive reward.

27. General. This Agreement shall be governed by Texas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Lexbe as a result of this agreement or use of the Service. The failure of Lexbe to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Lexbe in writing. This Agreement will benefit the parties, but no other persons or third-party beneficiaries. This Agreement will not be construed in favor of one party or other. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Lexbe and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. For a User, this Agreement supersedes and controls over Lexbe's general terms of use agreement, www.lexbe.com/hp/termsofuse.htm.

Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to