SCALED COMP, LLC

SCALED COMP VECTOR INDEX

Terms of Service — One-Time Report

These Terms of Service ("Agreement") govern the purchase and use of a one-time Scaled Comp Vector Index report (the "Report") made available by Scaled Comp, LLC ("Scaled Comp"). By purchasing, receiving, or using the Report, the purchasing individual, law firm, or organization ("Purchaser") agrees to be bound by this Agreement.

If Purchaser does not agree to these terms, Purchaser must not use the Report. This Agreement is entered into as of the date the Report Fee is paid or the date both Parties execute an Order Form, whichever is earlier (the "Effective Date").

1.  DESCRIPTION OF THE REPORT

1.1  Overview

The Scaled Comp Vector Index Report (the "Report") is a one-time structured analytical output drawn from Scaled Comp's proprietary database of indexed PAGA (Private Attorneys General Act) and class action settlement data. Source data is derived from publicly available court filings, LWDA submissions, and related public records. The Report is designed to support litigation strategy, settlement benchmarking, plaintiff firm threat analysis, and related analytical purposes, as specified in the applicable Order Form or Statement of Work.

1.2  Current Data Coverage

As of the Effective Date, the Index from which the Report is generated contains settlement and filing data indexed primarily from calendar years 2024 and 2025. Purchaser acknowledges that:

•       The Index does not represent a complete universe of PAGA or class action settlements across all time periods, courts, or jurisdictions;

•       Settlement data may be incomplete, subject to revision, or not yet indexed for particular matters, courts, or filing periods;

•       The Report reflects a snapshot of indexed data as of the date of delivery and will not be updated following delivery; and

•       Scaled Comp makes no representation that future reports will contain the same data coverage or methodology.

1.3  Report Scope

The specific parameters, filters, time period, jurisdictions, and output format of the Report shall be as agreed upon by the Parties in the applicable Order Form or Statement of Work. Scaled Comp's obligation is limited to delivering the Report as described therein and does not include ongoing updates, data corrections, or supplemental analysis unless separately agreed in writing.

2.  LICENSE AND DELIVERY

2.1  License Grant

Subject to Purchaser's compliance with this Agreement and full payment of the Report Fee, Scaled Comp grants Purchaser a limited, non-exclusive, non-transferable, non-sublicensable license to use the Report solely for Purchaser's internal professional purposes as described in Section 4.

2.2  Authorized Users

Use of the Report is limited to attorneys, paralegals, professional staff employed by or formally associated with Purchaser, and Purchaser’s client. Purchaser is responsible for ensuring that all authorized users comply with this Agreement and shall be liable for any breach by its authorized users.

2.3  Delivery

Scaled Comp shall deliver the Report in the format and to the contact specified in the applicable Order Form or Statement of Work within the timeframe agreed upon by the Parties. Delivery is deemed complete upon transmission to Purchaser's designated email or file-sharing destination. Risk of loss passes to Purchaser upon delivery.

3.  FEES AND PAYMENT

3.1  Report Fee

The fee for the Report ("Report Fee") shall be as set forth in the applicable Order Form or Statement of Work. Unless otherwise stated, the Report Fee is due in full upon receipt of invoice and prior to delivery of the Report. Scaled Comp is not obligated to deliver the Report until payment has been received in full.

3.2  No Refunds

All Report Fees paid are non-refundable, except that if Scaled Comp is unable to deliver the Report due to circumstances within its reasonable control, Purchaser's sole remedy shall be a full refund of the Report Fee paid. No refund shall be due on the basis that the Report's findings are unfavorable, inconclusive, or inconsistent with Purchaser's expectations.

3.3  No Contingent Pricing

The Report Fee is not contingent on litigation outcomes, settlement amounts, or any recovery obtained through use of the Report.

4.  PERMITTED USE

4.1  Authorized Uses

Purchaser may use the Report and any accompanying data exports or visualizations delivered as part of the Report (collectively, "Deliverables") solely for the following internal professional purposes:

•       Litigation strategy and case evaluation in matters where Purchaser serves as counsel;

•       Settlement benchmarking and valuation analysis;

•       Plaintiff law firm analysis;

•       Advising clients regarding PAGA exposure, penalty caps, and reasonable steps compliance;

•       Internal professional development and training; and

•       Any other use expressly authorized in writing by Scaled Comp.

4.2  Prohibited Uses

Purchaser shall not, and shall not permit any authorized user or third party to:

•       Resell, sublicense, or redistribute any portion of the Report or Deliverables to third parties;

•       Use the Report to develop, train, or improve a competing product or service;

•       Reverse engineer, decompile, or attempt to replicate Scaled Comp's proprietary indexing methodology or analytical frameworks from the Deliverables;

•       Represent the Report or Deliverables as independent expert testimony, a legal opinion, or a certified audit;

•       Use Deliverables in a manner that misrepresents their scope, completeness, or the basis on which they were prepared; or

•       Remove or obscure any confidentiality notices, attribution, or branding included in Deliverables.

5.  ACCURACY; LIMITATIONS; DISCLAIMERS

5.1  Data Limitations

The Index is compiled from publicly available sources. Scaled Comp does not independently verify the accuracy or completeness of underlying settlement documents, court filings, or LWDA submissions. Purchaser acknowledges that:

•       Public records may contain errors, omissions, or outdated information;

•       Settlement terms reported in public filings may not reflect all negotiated terms, amendments, or confidential side agreements;

•       Index coverage is not uniform across all courts, jurisdictions, or settlement types;

•       The Report reflects data indexed as of the delivery date and does not account for subsequent filings, amendments, or corrections; and

•       Outputs should be independently verified before being relied upon for any significant legal or business decision.

5.2  No Legal Advice

The Report and all Deliverables are analytical tools only. Scaled Comp does not provide legal advice, legal opinions, or litigation strategy. All legal conclusions, interpretations, and strategic decisions based on Deliverables are solely the responsibility of Purchaser and its counsel.

5.3  Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE REPORT AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. SCALED COMP EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. SCALED COMP DOES NOT WARRANT THAT THE REPORT WILL MEET PURCHASER'S REQUIREMENTS OR THAT THE REPORT WILL BE FREE FROM ERRORS OR OMISSIONS.

6.  INTELLECTUAL PROPERTY

6.1  Scaled Comp Ownership

Scaled Comp retains all right, title, and interest in and to the Index, including its methodologies, data architecture, algorithms, scoring frameworks, indexing logic, software, templates, and all improvements or derivative works. Nothing in this Agreement transfers any ownership interest to Purchaser.

6.2  License to Deliverables

Scaled Comp grants Purchaser the limited license described in Section 2.1 to use Deliverables solely for the permitted uses set forth in Section 4.1. This license does not include the right to modify, adapt, or create derivative works from the Deliverables without Scaled Comp's prior written consent.

6.3  Underlying Source Data

Settlement data indexed in the Report derives from publicly available court records and LWDA filings. Scaled Comp's proprietary interest lies in the selection, curation, indexing, scoring, and analytical presentation of such data, not in the underlying public records themselves.

6.4  Feedback

Any feedback, suggestions, or ideas Purchaser provides regarding the Report or the Index may be used by Scaled Comp without restriction or compensation to Purchaser.

7.  CONFIDENTIALITY

7.1  Confidential Information

"Confidential Information" means the Report, Deliverables, pricing, methodologies, scoring frameworks, and any non-public information disclosed by Scaled Comp to Purchaser in connection with this Agreement.

7.2  Obligations

Purchaser shall: (a) use Confidential Information solely for the permitted uses described in Section 4.1; (b) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted under Section 7.3.

7.3  Permitted Disclosures

Purchaser may disclose Deliverables to its clients, co-counsel, and mediators, solely in connection with the specific matter for which the Report was generated, provided that Purchaser shall not represent Deliverables as independent expert testimony, legal opinions, or certified audits without Scaled Comp's express written consent. Purchaser may disclose Confidential Information if required by law, court order, or regulatory obligation, provided Purchaser gives Scaled Comp prompt written notice and cooperates with any effort to obtain a protective order.

8.  LIMITATION OF LIABILITY

8.1  Exclusion of Consequential Damages

IN NO EVENT SHALL SCALED COMP BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR COSTS OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SCALED COMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2  Liability Cap

SCALED COMP'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE REPORT FEE PAID BY PURCHASER FOR THE REPORT GIVING RISE TO THE CLAIM.

8.3  Essential Basis

Purchaser acknowledges that the foregoing limitations reflect a reasonable allocation of risk and are an essential basis of the bargain between the Parties. Scaled Comp would not enter into this Agreement on the terms set forth herein absent these limitations.

9.  INDEMNIFICATION

Purchaser shall indemnify, defend, and hold harmless Scaled Comp and its members, managers, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Purchaser's misuse of the Report or Deliverables in violation of this Agreement; (b) any representation made by Purchaser regarding the Report that is inconsistent with the limitations set forth herein; or (c) Purchaser's use of Deliverables in connection with legal proceedings in a manner that exposes Scaled Comp to third-party claims.

10.  TERM AND TERMINATION

10.1  Term

This Agreement commences on the Effective Date and remains in effect until the obligations of both Parties have been fully performed, unless earlier terminated as provided herein.

10.2  Termination for Cause

Scaled Comp may terminate this Agreement immediately upon written notice if Purchaser materially breaches this Agreement, including any breach of Section 4.2 (Prohibited Uses) or Section 7 (Confidentiality). Upon such termination, Purchaser's license to use the Report is immediately revoked and Purchaser shall promptly destroy all copies of the Deliverables in its possession.

10.3  No Refund Upon Termination for Cause

If this Agreement is terminated due to Purchaser's breach, no portion of the Report Fee shall be refunded.

10.4  Survival

Sections 4.2, 5, 6.1, 7, 8, 9, 10.3, 12, 13, and 14 shall survive expiration or termination of this Agreement.

11.  DATA RETENTION

Scaled Comp may retain a copy of the Deliverables and work product associated with this engagement for internal business purposes including quality control, product development, legal compliance, and dispute defense, for so long as reasonably necessary. Scaled Comp's retention obligations do not apply to aggregated, anonymized, or de-identified data or to Scaled Comp's proprietary methodologies, models, or analyses.

12.  DISPUTE RESOLUTION

12.1  Informal Resolution

The Parties agree to attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through informal negotiations for at least thirty (30) days before initiating arbitration.

12.2  Binding Arbitration

Any unresolved dispute shall be finally settled by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, by a single arbitrator. The arbitration shall take place in Los Angeles, California, and be conducted in English. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

12.3  Injunctive Relief

Either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first resorting to arbitration.

12.4  Class Action Waiver

THE PARTIES AGREE THAT ANY DISPUTE SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

13.  GOVERNING LAW

This Agreement shall be governed by the laws of the State of California, without regard to its conflicts of law principles.

14.  MISCELLANEOUS

14.1  Entire Agreement

This Agreement, together with any applicable Order Form or Statement of Work, constitutes the entire agreement between the Parties regarding the Report and supersedes all prior representations, discussions, or agreements relating to the same subject matter.

14.2  Amendments

Any amendment to this Agreement must be in a written instrument signed by authorized representatives of both Parties.

14.3  Assignment

Purchaser may not assign this Agreement or any rights hereunder without Scaled Comp's prior written consent. Scaled Comp may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

14.4  Severability

If any provision of this Agreement is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.5  Waiver

No waiver of any provision of this Agreement shall be effective unless in writing. A waiver of any particular breach does not constitute a waiver of any subsequent breach.

14.6  No Third-Party Beneficiaries

This Agreement is entered into solely for the benefit of the Parties. Nothing herein confers any rights or remedies upon any client, employee, opposing party, court, or other third party.

14.7  Notices

Notices under this Agreement shall be delivered by email with confirmation of receipt or by overnight courier to the addresses set forth in the applicable Order Form.

SIGNATURES

By signing below, each Party agrees to be bound by the terms of this Agreement.

SCALED COMP, LLC

By:

Name:

Title:

Date:

PURCHASER

By:

Name:

Title:

Date:

Effective Date: ___________________________