SUBSCRIPTION AGREEMENT

In this Agreement (“Agreement“), “you” and “your” refer to each customer that purchases a subscription to the Brevistone Software, (whether as an individual subscription, or as an authorized employee or representative of a corporation or other business entity). If subscribing in the name of a corporation or other entity (“Company“), “you” refers to such Company and permits use by one user designated by such Company, and the individual registering the Company represents that he or she has full authority to bind the Company to the terms and conditions of this Agreement. “Brevistone”, “we”, “us” and “our” refer to Greenstone Realty Advisors, LLC (“Brevistone“).

By clicking on the “Subscribe” button you are agreeing to a subscription with Brevistone FOR THE TIME PERIOD SELECTED BY YOU IN THE SUBSCRIPTION PROCESS. IF YOU DO NOT AGREE TO ALL OF THE TERMS BELOW, THEN DO NOT CONTINUE WITH THE SUBSCRIPTION PROCESS. BY PURCHASING A SUBSCRIPTION, YOU AGREE TO BE BOUND BY ALL OF THE TERMS HEREIN.

1. LICENSE TO SERVICE.

(a) Subscription.  We have developed a proprietary software program for computer generated document abstracts and coding (such software and any updates to the software and related documentation that Brevistone from time to time makes available during the term of this Agreement the “Brevistone Software“) which is made available on a subscription basis only via the Brevistone site (the “Site“) and hosted as a service (the “Service“). Subject to payment of all applicable Fees, Brevistone grants to you a limited, non-exclusive, non-transferable, non-sublicenseable, subscription to the Brevistone Software made available on the Site and to use the Brevistone Software for your normal and usual business uses only.  You may not use the Brevistone Software to set up a stand-alone service to provide document production services. The license allows (i) the use of the Client Module (as defined below) and the Service by one authorized user only, and (ii) the downloading of the Client Module on one laptop or desktop computer only. For the avoidance of doubt, the term Brevistone Software includes the Client Module.

(b) Client Module. In order to use the Service, you will be required to download a software module (the “Client Module“) to your desktop or laptop computer. The Client Module may not be made available to more than one user via a server, internal network, or otherwise.  Subject to payment of Fees, Brevistone grants to you a limited, non-exclusive, non-transferable, non-sublicenseable license to download the Client Module to your desktop or laptop computer for use with the Services only. Upon termination of this subscription, your license to the Client Module terminates and you agree to discontinue use of the Client Module, and to permanently delete it and any copies of it you have made.

(c) Restrictions on Use. You may not (i) make, have made, copy (other than the download of the Client Module as permitted in Section 1(b)), reproduce, modify, adapt, alter, translate, or create derivative works of the Brevistone Software; (ii) sublicense, distribute, sell, lease, rent, loan, or otherwise transfer the Brevistone Software to any third party; (iii) reverse engineer, decompile, disassemble, modify, or attempt to reconstruct, identify, or discover the Brevistone Software, source code, or any underlying ideas or techniques of the Brevistone Software or source code; (iv) remove, alter, cover or obfuscate any copyright notices, trademarks, or other proprietary rights notices included in the Brevistone Software and/or the Site; (v) use or attempt to use the Service to develop software or services comparable to the Service, (vi) use the Client Module on any server or network or permit the use of the Client Module or the Service by more than one authorized user, or (vii) otherwise use the Brevistone Software except as expressly permitted hereunder.

(c) Your Account. By subscribing to the Service, you acknowledge that you will establish an account with us. You agree to be responsible for all activities, charges, changes, and obligations incurred through your account, whether or not authorized by you. Further, you agree that security of your account information, including your user name and password, is your responsibility, and that Brevistone may assume without inquiry that any person in possession of your user name and password has authority to access or modify your account or the Service.

2. SUBSCRIPTION FEES; OCR PAGE CHARGES; PAYMENT

(a) Initial Subscription. The fees for the Service consist of an subscription fee and a per page charge (“OCR Page Charge”) for OCR processing of documents via the Brevistone server (the “Fees.”) Your initial subscription to the Service is for the term selected by you when you subscribe. Additionally, an advance payment for the OCR Page Charges (as identified at the time of subscription) is also required to be paid when you subscribe, and will be credited against the OCR Page Charges you incur. You agree to pay Brevistone the Fees for the initial term quoted at the time of your subscription to the Service.

(b) Renewals.  Any renewal of the Service is subject to our then-current terms and conditions, including, but not limited to the amount and payment of all applicable Fees. If automatic renewal is available at the time you subscribe to the Services, and you select that option at the time of the subscription, you authorize us to renew your subscription to the Service up to 7 days prior to its expiration, for additional terms equal in length to the term you initially subscribed to, at the then current price for the Service. You understand and agree that you will be charged for each such renewal, using the credit card or other payment method used for the initial subscription, and you authorize such charge for each of the renewal terms of the Service. If automatic renewal is not available at the time of your subscription or with the payment method used, you are responsible for re-subscribing to the Service, and understand that your access to the Service and your account will be terminated if not renewed prior to expiration. Brevistone is not responsible for maintaining any of your data if your subscription has terminated. Should you desire to discontinue the automatic renewal of your subscription, you must notify us as provided in Section 10, and your subscription will not be automatically renewed for additional terms following such notice.

(c) Notice of Renewal and Page Fees. We will use commercially reasonable efforts to notify you periodically of the date your Subscription ends, by sending you an email to the email address submitted during the subscription period (and no later than thirty (30) days prior to your Subscription period expiration), and you will need to re-subscribe to the Service in order to avoid a lapse in Service.  Additionally, will use commercially reasonable efforts to notify you when the remaining balance of your advance payment of the OCR Page Charges will cover less than 1,000 pages, so that you can make additional advance payments for the OCR Page Charges to avoid disruption to your use of the OCR service. You understand that advance payment for OCR Page Charges is required and that once your balance is depleted you will not be permitted to continue use of the OCR processing until you purchase additional pages via our website.

(d) Taxes; Late Fees. Fees quoted are exclusive of Taxes. You agree to pay all value added, sales and other taxes (other than taxes based on Brevistone income) related to the Service, and authorize charges to your credit card or other Brevistone-approved payment method for such taxes. All sums due and payable that remain unpaid by you will accrue a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less.

(e) No Cancellation or Refunds. Your subscription to the Service is not cancellable by you, and all Fees for such subscription are non-refundable.

(f) Non-payment; Suspension or Termination.  Your access to the Service will be made available after Brevistone’s successful processing of your Fees. Brevistone may suspend or terminate access to the Service and delete any of your Customer Data in the event (i) your payment is not able to be processed by Brevistone, (ii) you have breached any of the terms of this Subscription Agreement, or (iii) you have engaged in illegal activities through the Service. Brevistone may charge a reinstatement fee if you wish to reinstate your subscription to the Service that has been terminated due to non-payment.

(g) Costs of Responding to Subpoenas. In the event Brevistone is served with a subpoena, warrant, court order, levy, attachment, order of a court-appointed receiver, or other comparable legal process, including subpoenas from private parties in a civil action, with respect to your account or your Customer Data, Brevistone reserves the right to charge, and you agree to pay, the costs incurred by Brevistone in responding to such. You authorize charges to your payment method to pay such amounts; however, is such payment option is not available, you agree to pay such costs upon receipt of invoice from Brevistone.

3. CUSTOMER DATA AND CUSTOMER DOCUMENTS. Any data or information provided by you in connection with your subscription to the Service (collectively, the “Customer Data“) and the accuracy and completeness of such information is your sole responsibility. Brevistone has full and free access to your account and Customer Data for purposes of processing via the Service and troubleshooting issues with the Service, without prior notice. Any documents you send to Brevistone for processing (“Customer Documents”) will be accessed by Brevistone only as required for processing, and will be deleted from the Brevistone system once emailed to you following such processing, subject to the provisions of Section 6, and any document hold requirements under applicable law. We will not review or otherwise access the Customer Documents unless authorized by you to provide troubleshooting assistance.   Brevistone access does not impose any obligations or liability with respect to (i) errors or failure in the Customer Data or Customer Documents, (ii) any violations of third party rights with respect to such Customer Documents. Brevistone will maintain the confidentiality of all Customer Data and Customer Documents in accordance with this Agreement and its privacy policy. You are responsible for maintaining backup or archiving of all Customer Data and Customer Documents. Brevistone is not responsible for loss of Client Data or Customer Documents or for costs incurred by you in replicating Customer Data or Customer Documents.
4. YOUR REPRESENTATIONS AND COVENANTS; ACCURATE INFORMATION.

(a) Representations. You represent and warrant that: (i) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, (ii) you are of legal age and authorized to enter into this Agreement and to use the credit card or other payment method used in the purchase of the Service; (iii) your use of the Service is for your normal business purposes only, (iv) you have all rights necessary to copy, modify, and display and to allow Brevistone to copy and modify the Customer Documents you upload to the Service, and (v) you not a citizen of any of the Office of Foreign Assets Control restricted countries.

(b) Covenants. You agree to: (i) provide certain true, current, complete and accurate information about you as required by the subscription process; (ii) maintain and update according to our modification procedures the information you provided to us when subscribing to the Service as needed to keep such information current, complete and accurate and (iii) to use the Service and Brevistone Software only as expressly permitted by this Agreement. We may rely on information to send you important information and notices regarding your account and the Service. You further agree that (w) you will not knowingly or negligently transmit information that contains viruses or other computer programming defects to or through the Site; (s) you will comply with all requirements of law, (y) you will not use the Service for any illegal or illicit activities, and (z) you will not use the Service in connection with any bulk email, any Customer Data or Customer Documents that infringe the Intellectual Property Rights of any third party, any threatening or obscene materials, or any defamatory, libelous, or other actionable content.

5. OWNERSHIP. Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are made available by Brevistone in connection with the Service or the Brevistone Software (“Brevistone Intellectual Property Rights“) are owned by Brevistone or its licensors, and you agree to make no claim of interest in or ownership of any such Brevistone  Intellectual Property Rights. You acknowledge that no title to the Brevistone Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the Brevistone or its licensors’ Intellectual Property Rights, other than the non-exclusive rights expressly granted in this Agreement. You agree not to reproduce, duplicate, copy, sell, or resell the Service, any Brevistone Software, (or portion thereof) and any Brevistone Intellectual Property Rights, or otherwise exploit the Service for any commercial purposes other than as permitted under this Agreement during the term of your subscription. All rights not granted under this Agreement are reserved by Brevistone.
6. CONFIDENTIALITY OF CUSTOMER DOCUMENTS. Brevistone agrees to use commercially reasonable efforts to protect the confidentiality of Customer Documents while on Brevistone’s systems, and to use Customer Documents only as permitted under this Agreement. Notwithstanding the foregoing, Brevistone may disclose Customer Documents in response to a subpoena, warrant, court order, levy, attachment, order of a court-appointed receiver, or other comparable legal process, including subpoenas from private parties in a civil action.
7. CUSTOMER CONFIDENTIALITY OBLIGATIONS. You agree to exercise a heightened level of care and discretion to prevent and restrain the use, disclosure, or reproduction of Brevistone’s Confidential Information. “Confidential Information” means nonpublic information that Brevistone designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by you. Confidential Information includes, but is not limited to, non-public pricing information under this Agreement, Brevistone’s non-public business policies or practices, and the Brevistone Software and documentation. Confidential Information does not include any information, however designated, that you can demonstrate with written records; (i) is or subsequently becomes publicly available without your breach of any obligation under this Agreement; (ii) became known to you prior to disclosure by Brevistone under this Agreement or under a different agreement with Brevistone; (iii) became known to you from a source other than Brevistone and other than by the breach of an obligation of confidentiality owed by you.
8. DISCLAIMER; LIMITATION OF LIABILITY. THE SERVICE, BREVISTONE SOFTWARE AND THE SITE AND ANY DOCUMENTS AND INFORMATION GENERATED USING BREVISTONE SOFTWARE (COLLECTIVELY, THE “INFORMATION“) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SERVICE OR INFORMATION WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR INFORMATION WILL BE USEFUL, ACCURATE OR RELIABLE. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND THE IMPLIED WARRANTIES OF ACCURACY AND NON-INFRINGEMENT, AND ALL OTHER WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE SERVICE AND THE INFORMATION PROVIDED THEREBY. WE ARE NOT RESPONSIBLE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE INFORMATION GENERATED USING THE SERVICE OR FOR THE RESULTS OF THE USE OF ANY SUCH INFORMATION. YOU ACKNOWLEDGE THAT THE USE OF THE SERVICE AND INFORMATION IS AT YOUR OWN RISK.

YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OR RELATED TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY BREACH OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICE DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL BREVISTONE BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF FUTURE REVENUE, INCOME OR PROFITS OR LOSS OF DATA. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN BREVISTONE’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OF THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE FOREVER BARRED.

9. INDEMNIFICATION. You agree to indemnify and hold harmless Brevistone, its officers, directors, affiliates, employees, principals, shareholders and agents from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorneys’ fees) arising out of or in connection with (a) any breach of this Agreement, (b) your use of the Service, Site or Brevistone Software other than as permitted hereunder, (c) any wrongful or negligent act or omission by you, including, without limitation violations of law. Any use of the Client Module with software other than the Brevistone Software hosted by us is at your risk, and you agree to indemnify and hold harmless Brevistone, its officers, directors, affiliates, employees, principals, shareholders and agents from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorneys’ fees) arising out of or in connection with such use.
10. CHANGES TO THE AGREEMENT; TERMINATION.

(a) You may terminate this Agreement upon notice given in accordance with Section 14, if we make changes to this Agreement or any of the Brevistone Policies applicable to you, or at any other time with 30 days’ Notice delivered to Brevistone. You will not receive any refund for payments already made by you as of the date of termination. If you do not terminate upon our providing notice of such changes, you agree to be bound by such changes. Further, you agree to monitor our website, including the current version of this Agreement available on our website, to be aware of any such revisions. You may terminate this Agreement for a material breach by us if such breach has not been cured within thirty (30) days of receipt of notice by us.

(b) We may terminate this Agreement at our convenience with notice to you.  If we terminate this Agreement for our convenience, and you are not in violation of the terms of this Agreement, You will receive any refund for payments already made by you as of the date of termination for the applicable term, prorated based upon the then current term of your subscription and the amount of that term remaining prior to termination with respect to subscription fees, and a refund of unused prepayment of OCR Page Charges. If termination of this Agreement is due to your default hereunder, you will not receive a refund, and you will bear all costs of such termination, including any reasonable costs Brevistone incurs in closing your account. You agree to pay any and all costs (including, without limitation, reasonable attorney’s fees) incurred by Brevistone in enforcing your compliance with this Section and the other terms of this Agreement.

(c) Upon termination of this Agreement, access to the Service, as well as any other Information and Customer Documents uploaded to the Site, will be discontinued as of such termination, and Brevistone shall have no liability to you with respect to such loss of access.

11. TECHNICAL SUPPORT. Brevistone will use commercially reasonable efforts to make available customer support and technical support regarding the Service as identified on the Brevistone website support page provided you are current on the Fees for the Service.
12. OTHER TERMS/POLICIES. In addition to the terms set forth herein, certain services may be made available from time to time by Brevistone, and may have additional terms, which are set forth in the applicable subscription page.

In addition to the terms and conditions set forth in this Agreement, the additional terms and conditions for other services which may from time to time be made available through the Site, and other policies located on our Site are applicable to you (the “Brevistone Policies“).  In purchasing the Service, you agree to the terms set forth in the Brevistone Policies. Brevistone reserves the right to make changes to, and you agree to monitor the Brevistone Policies to be aware of any such revisions. By continuing the Service after revisions to the Brevistone Policies become effective, you agree to these revisions. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement.

13. RIGHT OF REFUSAL. Brevistone expressly reserves the right, in its sole discretion, to reject, refuse, deny or cancel any purchase of the Service for any reason, whatsoever. The failure of Brevistone, at any time or from time to time, to require you to perform your obligations hereunder will not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach will not be construed as a waiver of any rights arising out of any prior or subsequent breach.
14. NOTICES AND ANNOUNCEMENTS.

(a) Except as expressly provided otherwise herein, all notices to Brevistone must be in writing, delivered by email sent to the administrative contact address provided on the Brevistone website or via overnight courier or certified mail, return receipt requested to Brevistone, Attention: Contract Department, 202 Church Street SE, Box 504, Leesburg, VA 20175.

(b) All notices to you will be delivered to your mailing address or e-mail address as provided in your account information (as updated by you pursuant to this Agreement) or posted on the Brevistone website.

(c) You authorize us to contact you as our customer via telephone, e-mail or postal mail regarding information that we deem is of potential interest to you, unless you opt-out in accordance with the procedures set out in our website. Notices and announcements may include commercial e-mails, telephone solicitations and other notices describing changes, upgrades, new products and services or other information.

15. SEVERABILITY. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.
16. ASSIGNMENT. You may not assign or transfer any of your rights under this Agreement, voluntarily, involuntarily, or by operation of law, or in any other manner, without our prior written consent. We may assign this Agreement, in whole or in part, to any third party, and this Agreement and all of the rights granted hereunder shall inure to the benefit of any such successors, licensees and assigns.  Any purported assignment or transfer of rights in violation of this section is null and void.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
17. GOVERNING LAW; WAIVER OF JURY TRIAL. This Agreement will be construed in accordance with the laws of the Commonwealth of Virginia, excluding its choice of law provisions. You irrevocably agree that any legal action or proceeding arising out of or relating to this Agreement will be brought and determined in federal court located in the Eastern District of Virginia (or, if such federal court lacks jurisdiction there over, in the state courts located in Virginia), and you hereby consent to personal jurisdiction and venue in such courts.

YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

18. INTERPRETATION OF THIS AGREEMENT. The parties desire that this Agreement be construed according to its terms, in plain English, without constructive presumptions against the drafting party, and without reference to the section headings.
19. EXPORT RESTRICTIONS AND COMPLIANCE WITH LAWS. You agree that you are prohibited by law from exporting to certain countries, and will to comply with all applicable export regulations if exporting to another country, including any applicable prohibition on exports to certain countries. You further agree to comply with, and you will be deemed to fully understand and be current on, the export and trade restrictions with certain foreign countries as regulated by the Office of Foreign Assets Control, and other applicable export laws. You agree to comply with all applicable laws in connection with your use of the Service, including, without limitation, those related to data privacy, and the use, security and storage of personal information.
20. FORCE MAJEURE. Brevistone will not be liable for any delay or failure of performance, and no delay or failure of performance will constitute a default or give rise to any liability for damages if such delay or failure is caused by causes beyond Brevistone’s control, including, without limitation, acts of God, war, terrorism, and civil disturbance.
21. SURVIVAL. Provisions of this Agreement which by their nature are intended to survive termination of this Agreement will survive any termination of this Agreement, including but not limited to Sections 1(c), 2(d), 2(g), 4, 5, 7 through 9, 10(b), 10(c), and 15 through 22 of this Agreement.

22. Entire Agreement.  This Agreement (including any terms incorporated by reference) constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and there are no understandings or agreements between the parties other than those that are expressed in this Agreement. No employee, officer, or agent of Brevistone has any power to bind it to any guarantee, representation or warranty not included in this Agreement.