Terms of use

UpCounsel Technologies, Inc.

Last Updated April 1, 2024

Please read these Terms of use (“Terms”) carefully before accessing, utilizing, creating an account for, or subscribing to the Platform. Your use of the Platform indicates that You have read, accepted and agreed to these Terms and constitutes Your consent thereto (regardless of Your payment or subscription status).

If You do not accept these Terms, please do not set up an account, subscribe or otherwise access or utilize the Platform. If You have any questions about the Platform, please send an email to [email protected] and someone will get back to You as soon as possible.

THESE TERMS CONTAIN A MANDATORY CLASS ACTION/JURY TRIAL WAIVER PROVISION.

1. TERMS OF USE. These Terms are between You and UpCounsel concerning Your access to and use of the “Platform”). We want You to understand exactly what You are agreeing to when You become an UpCounsel User.

2. DEFINITIONS. The following terms are used throughout these Terms and have specific meanings. You should know what each of the terms means.

   1. “Platform” means the Website platform hosted by UpCounsel which operates as a portal for access to the UpCounsel database and web-based software, documentation and other information and materials provided on or in connection with the foregoing, including without limitation access to UpCounsel’s forms and online community, User-Generated Content, Third-Party Content, communication tools, document management and storage solutions, and payment services.

   2. “Website” means UpCounsel’s Website located at https://www.upcounsel.com, all subpages and subdomains, and all content, services, and products available at or through the Website.

   3. “UpCounsel,” “We,” and “Us” refer to UpCounsel Technologies, Inc., our affiliates, directors, subsidiaries, officers, and employees. Subscribing Attorney Users are not part of UpCounsel.

   4. “Consumer User,” means a person or Organization that is not a “Subscribing Attorney User” and has created an account on the Website for access to the Platform.

   5. “User”, “You” and “Your” refer to the person or Organization that has created an account on the Website for access to the Platform and includes both Consumer Users and Subscribing Attorney Users.

   6. “Subscribing Attorney User” means a practicing attorney who subscribes to UpCounsel and is included in the UpCounsel database, may receive Consumer User inquiries and may communicate with and provide contracting or consulting work to Consumer Users or fellow Subscribing Attorney Users via the Platform. Subscribing Attorney Users are not employees or agents of UpCounsel.

   7. “Proposal” means a communication from a Subscribing Attorney User to a Consumer User in response to the Consumer User’s post of a legal question or seeking legal counsel.

   8. “Content” refers to content featured or displayed through the Platform, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content and Third-Party Content.

3. READ OUR PRIVACY POLICY. Please see our Privacy Policy to understand our practices, located at https://www.upcounsel.com/privacypolicy. By using the Platform, You understand and consent to UpCounsel’s collection, storage and use of Your Account Data in accordance with UpCounsel’s Privacy Policy. We encourage You to review the Privacy Policy frequently. Each party shall comply with its respective obligations under applicable data protection laws (“DPL”). You will not perform any act that puts UpCounsel in breach of its obligations, and nothing herein shall be deemed to prevent any party from taking action it reasonably deems necessary to comply with DPL.

4. ACCEPTANCE OF THE TERMS. These Terms are accepted when You access or start to use, create an account for or subscribe to the Platform or otherwise attempt to access the Website. By using the Platform. You may not use the Platform if You are a: (a) person who is not of legal age or otherwise not entitled to form a binding contract with UpCounsel, or (b) person who is prohibited from accessing the Platform under the laws of any country including the country of which You are a resident or from which You are using the Platform. If You are an individual accessing or using the Platform on behalf of, or for the benefit of, any corporation, partnership or other entity with which You are associated (“Organization”), then You are agreeing to these Terms on behalf of Yourself and such Organization, and You represent and warrant that You have the legal authority to bind such Organization to these Terms. References to “You” in these Terms will refer to both the individual using the Platform and to any such Organization for which the individual is acting.

5. CHANGES TO THE TERMS. UpCounsel may, at any time and in its sole discretion, without warning or notice, update or otherwise change these Terms. Each such modification will take immediate effect upon publication to the Website, and the latest publication revision date will be updated. UpCounsel may provide You with notices, including those regarding changes to these Terms, by email, text message, postings or other reasonable means now known or hereinafter developed. A notice may be shown when You enter the Website for the Platform notifying You of the “Updated Terms” for a reasonable amount of time. Your continued use of the Platform following any such notifications, whether or not You have actual knowledge of or review the updated Terms, constitutes Your acceptance of such modifications and Your agreement to be bound thereby. If You do not agree to any modification of these Terms, Your sole remedy is to discontinue use of the Platform and/or cancel Your subscription for Platform in accordance herewith. Any updated Terms will supersede previous versions.

6. ABOUT THE PLATFORM. The Platform is intended for collaboration and communication between legal professionals and those seeking legal assistance by providing access to a virtual community of Consumer Users and Subscribing Attorney Users, communication management tools, document management and storage, and simple, secure payment and invoicing tools.

7. USER ACCOUNTS. Access to the Platform requires that a User create an online account by providing Your full name, a valid email address, and a strong password (“Account Data”). You are responsible for all activity that occurs in association with Your account. You will keep Your Account Data safe and secure and prevent unauthorized access to Your Account Data and Your account by third-parties, in particular by: (i) avoiding obvious User IDs or passwords, (ii) by changing Your password regularly, (iii) by ensuring that You do not disclose Your password(s) or grant any other User or third-party access to Your Account Data or Platform, and (iv) by ensuring that You exit from Your account at the end of each session. You agree that UpCounsel may store and use the Account Data You provide for use in maintaining Your account and as otherwise provided herein. You must notify Us promptly of any unauthorized use or security breach of Your account or the Platform. UpCounsel is not liable for any loss or damages caused by Your failure to maintain the confidentiality of Your account credentials. Please contact UpCounsel via email at [email protected] if You discover or suspect any security breach related to the Platform or Your account.

UPCOUNSEL WILL NOT BE RESPONSIBLE FOR ANY LIABILITIES, LOSSES, OR DAMAGES ARISING OUT OF THE UNAUTHORIZED USE OF YOUR COMPUTER, MOBILE DEVICE, ANY SUCH OTHER COMPUTING DEVICE, AND/OR YOUR ACCOUNT.

8. WHAT UPCOUNSEL IS NOT; DISCLAIMERS.

• use of the Platform does not create an attorney-client relationship between You and UpCounsel and/or any Subscribing Attorney User.

• UpCounsel is not a law firm, and does not provide legal review, advice, opinions, recommendations, representation or counseling.

• Subscribing Attorney Users are not employees or agents of UpCounsel.

• UpCounsel is not involved in agreements between Users and Subscribing Attorney Users.

• UpCounsel is not an employment agency.

• UpCounsel does not select, endorse or vouch for any Subscribing Attorney User to service a Consumer User.

• UpCounsel Uses commercially reasonable efforts to confirm that Subscribing Attorney Users are licensed attorneys by requiring the attorneys to self -attest to such fact. UpCounsel relies on such Subscribing Attorney User’s professional and ethical duties in making such statements and does not make independent inquiry, or warranty, guaranty or representation regarding the same.

• UpCounsel does not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Subscribing Attorney User.

• UpCounsel does not warrant or guarantee that Subscribing Attorney Users are covered by professional liability insurance. UpCounsel encourages all Subscribing Attorney Users to maintain and hold professional liability insurance but, in concurrence with current State Bar guidelines, allows Subscribing Attorney Users to make such decision in their sole discretion. Should a Subscribing Attorney User not have professional liability insurance, any Engagement Agreement between the Subscribing Attorney User and the Consumer User should disclose that fact as may be required by the State Bar.

• UpCounsel encourages Consumer Users to research any Subscribing Attorney Users before engaging and accepting professional advice. UpCounsel simply provides a platform on which those seeking legal assistance may communicate and transact with legal professionals.

• At no point may UpCounsel be held liable for the actions or omissions of any Subscribing Attorney User performing services for You.

• UpCounsel does not predict, warranty or guarantee results or the outcome of any matter.

• UpCounsel does not review or endorse information or content posted by Users or third-parties (“User-Generated Content”), including but not limited to responses to blog posts, legal questions posted on the Platform, information posted publicly on the Platform, information sent in an unsolicited message to a User, forms, guides and documents posted on the Platform, blog posts written by third-parties, links to third-party websites, integration with third-party services, and/or advertisements from third-parties;

• UpCounsel will have no responsibility or liability of any kind for any User-Generated Content or legal advice You encounter on or through the Website, and any use or reliance on User-Generated Content or legal advice is solely at Your own risk.

• User-Generated Content is not a substitute for professional legal advice or a solicitation to offer legal advice regarding specific facts. You should not delay or forego seeking legal advice or disregard professional legal advice based on User-Generated Content. Delay in seeking such legal advice could result in waiver of any claims You may have, depending on the applicable statute(s) of limitation. User-Generated Content is not regulated by any state or national bar association.

9. ENGAGEMENT OF SUBSCRIBING ATTORNEY USER. Receipt of a Proposal from a Subscribing Attorney User is not a substitute for a consultation with a licensed attorney regarding a Consumer User’s specific issue, and You should not rely upon information contained in a Proposal as legal advice. A Consumer User may receive Proposals, exchange correspondences and/or have a phone conversation/consultation with a Subscribing Attorney User prior to engaging, without obligation to engage, the Subscribing Attorney User as counsel. The selection of a Subscribing Attorney User for legal representation is the sole responsibility of the Consumer User. If a Consumer User hires a Subscribing Attorney User, the Consumer User and the Subscribing Attorney User MUST agree to the scope of the matter, the FEE for such work and formalize their agreement regarding the limitations and conditions of the representation in a signed writing (“Engagement Agreement”). The only way an attorney-client relationship is created is if You and a Subscribing Attorney User agree to such and memorialize such agreement with an Engagement Agreement.

10. FEES. Access to the Platform is free unless and until (a) You hire a Subscribing Attorney User to perform legal work for You, (b) an Engagement Agreement is signed by both the Consumer User, (c) and the Subscribing Attorney User, and the Subscribing Attorney User performs billable work for the Consumer User. The fee payable for legal services to the Subscribing Attorney is set by the Consumer User and the Subscribing Attorney User in advance of the representation and is included in the Engagement Agreement; legal fees may be hourly, flat-fee, sliding scale, discounted, or the like. All payments by a Consumer User for legal services rendered pursuant to an Engagement Agreement, whether billed monthly or upon completion, by a Subscribing Attorney User must be made through the Platform. When a matter (or a portion thereof) is marked complete by the Subscribing Attorney User, or at the end of each calendar month for continuing matters, UpCounsel will inform the User of such completion or monthly invoice (“Invoice Notice”) via an automatically generated email sent to User’s email address on file with UpCounsel. Upon receipt of an Invoice Notice, a User must pay the agreed-upon amount, and User hereby grants permission to and authorizes UpCounsel to charge such amount on Your on-file credit card, PayPal account, or other approved method of payment for the fees described therein as well as any applicable service and processing fees. You acknowledge and agree that the payment terms set forth in this section shall apply and that You will pay such amounts owed. In conjunction with payment to the Subscribing Attorney User via the Platform, the Consumer User will also pay a small percentage to UpCounsel for use of the Platform and its content (the “UpCounsel Service Fee”). All legal fees are paid to Subscribing Attorney Users for a selected matter (whether fixed rate or hourly); UpCounsel does not provide legal services and does not charge for legal services. Payments made to Subscribing Attorney Users by way of UpCounsel’s billing platform are transferred directly to the Subscribing Attorney User’s payment account, less any associated service and processing fees and applicable UpCounsel Service Fee. Payment by a Consumer User to a Subscribing Attorney User made outside of the Platform without prior notification to UpCounsel, constitutes a full waiver by both parties of any UpCounsel dispute protections contained in these Terms. Should You not agree with the amounts billed in an Invoice Notice, You may send notice of such dispute (please see Section 21.k., Resolution of Disputes) of the amount owed via email to [email protected].

11. OBLIGATIONS OF USER. User represents, warrants and agrees to the following:

1. You have the authority and capacity, and are of legal age in Your jurisdiction, to bind Yourself to these Terms;

2. All information You submit is true, accurate, current, and complete and You will promptly update such information as may become necessary for accuracy and completeness;

3. Your use of the Platform will be solely for purposes that are permitted by these Terms;

4. Your use of the Platform will not infringe or misappropriate the intellectual property rights of any third-party;

5. Your use of the Platform will comply with all local, state and federal laws, rules, and regulations, and with all other UpCounsel policies.

6. You will not access the Platform through automated or non-human means, whether through a bot, script or otherwise;

7. You will not under any circumstances transmit any Content (including software, text, images, or other information) that:

   1. is unlawful or promotes unlawful activity;

   2. defames, harasses, abuses, threatens, harms, or incites violence towards any individual or group;

   3. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

   4. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

   5. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third-party;

   6. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;

   7. impersonates any person or entity, including any of our employees or representatives;

   8. violates the privacy of any third-party; or

   9. posts advertisements or marketing content or solicitations of business, or any content of a commercial nature.

8. If You provide any information that is untrue, inaccurate, not current, or incomplete or otherwise violates these terms or UpCounsel’s policies, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Platform (or any portion thereof).

9. You will not:

1. make improper use of UpCounsel support services or submit false reports of abuse or misconduct or interfere with, disrupt, or create an undue burden on the Platform or interfere with any party’s uninterrupted use and enjoyment of the Platform or modify, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform;

2. sell or otherwise transfer Your Account Data, the Platform;

3. copy, adapt, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform;

4. disparage, tarnish, or otherwise harm, in our opinion, Us and/or the Platform; or

5. use the Platform as part of any effort to compete with Us.

12. ATTORNEY SUBSCRIBER USERS. Licensed attorneys wishing to be a member of the UpCounsel attorney database as an Attorney Subscriber User must inquire with UpCounsel with respect thereto. If accepted for subscription, an Attorney Subscriber User must agree to (a) these Terms and (b) an addendum to these Terms detailing enrollment, usage, payment and other terms and conditions associated with such membership subscription (“Attorney Addendum”). The accounts of Attorney Subscriber Users may be subject to protocols and requirements that differ from accounts of Consumer Users, in UpCounsel’s discretion, including requiring additional authentication or security measures. Any attorney-client relationship between a Consumer User and a Subscribing Attorney User must be via a written Engagement Letter, and UpCounsel is not a party thereto.

13. OWNERSHIP OF AND LICENSE TO PLATFORM AND CONTENT.

    1. Platform. UpCounsel owns all right, title and interest in and to the Platform, including without limitation all applicable intellectual property rights and other proprietary rights in the Platform regardless of whether registered/legally secured or not. Except for the rights expressly granted to You in these Terms, UpCounsel retains all rights in or to the Platform.

    2. User-Generated Content. UpCounsel does not claim ownership of User-Generated Content. You must have the necessary rights to such User-Generated content that You submit through the Platform and the right to grant rights and licenses herein. You hereby grant to UpCounsel a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable, and transferrable right and license to access, view, use, reproduce, display, modify, adapt, distribute, transmit, and create derivative works of the User–Generated Content in any media, including publishing such information on the Platform for viewing by the public and for marketing purposes. The rights You grant in this license are for the limited purpose of operating and providing the Platform and as otherwise as provided herein and as described in our Privacy Policy. This license will terminate at the time when the User-Generated Content is removed from the Platform. You, and not UpCounsel, are solely responsible for Your User-Generated Content including any resulting harm therefrom. UpCounsel is not responsible for any public display or misuse of User-Generated Content. UpCounsel has the right (though not the obligation), in its sole discretion, to determine whether or not any User-Generated Content is appropriate and/or complies with these Terms, and to refuse to post or remove from the Platform any User-Generated Content that, in UpCounsel’s sole discretion, violates any UpCounsel policy or is in any way harmful, inappropriate, objectionable or the like. UpCounsel further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Platform.

    3. Reviews. Notwithstanding anything to the contrary in these Terms, UpCounsel owns all rights, title or interest in the content of any reviews by Consumer Users on our Platform including reviews of Attorney Subscriber Users. Attorney Subscriber Users may not use, refer to or publish any such reviews on other platforms or media including the Attorney Subscriber User’s Website without prior written authorization of UpCounsel.

    4. UpCounsel Content. UpCounsel is pleased to provide You with both UpCounsel’s own proprietary content, as well as content that We have licensed from third-parties, that is available and accessible through the Platform, including but not limited to, text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials (collectively “UpCounsel Content”). Subject to Your compliance with these Terms and UpCounsel policies, UpCounsel grants You a limited, non-exclusive, non-sublicensable, non-transferable, revocable, and non-assignable license and right to access and use the UpCounsel Content. This license does not give You any ownership or interest in any intellectual property of the UpCounsel Content. UpCounsel hereby reserves all rights not expressly granted in these Terms. Except as expressly permitted in these Terms, or with the express written consent of UpCounsel, no part of the UpCounsel Content may be copied, reproduced, distributed, publicly displayed or posted, sold, licensed, or otherwise used for any reason whatsoever, except that a User may download and use any document that is identified as a “free document to download” on the Platform.

    5. Intellectual Property. UpCounsel’s name, domain name, and other related logos, service marks and trade names Used in connection with the Platform are the trademarks and intellectual property of UpCounsel and may not be Used, copied, downloaded, reproduced, modified, or distributed without UpCounsel’s express written consent. Other trademarks, service marks and trade names of third-parties that may appear on or in the Platform are the property of their respective owners.

    6. Copyright Claims – Digital Millennium Copyright Act. Certain content available through the Platform is: (1) licensed to UpCounsel from third-parties (please see UpCounsel Content); or (2) uploaded by our Users (please see User-Generated Content). UpCounsel respects the intellectual property rights of others and requires that the people who use the Platform do the same. It is UpCounsel’s policy to respond promptly to claims of intellectual property misuse. UpCounsel’s procedures for responding to alleged copyright infringement are consistent with the form suggested by the United States Digital Millennium Copyright Act, the text of which can be found at the U.S. Copyright Office Web site http://www.copyright.gov/legislation/dmca.pdf. Please note that You will be liable for damages (including costs and attorneys’ fees) if You make any material misrepresentations when making or countering a copyright infringement claim.

If You believe that Your work has been improperly copied, used without the proper license and/or permission, etc. and is accessible via the Platform in a way that constitutes copyright infringement, You may notify Us by sending a correspondence with the following information in writing:

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works.

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit UpCounsel to locate the material (e.g., URL).

• Information reasonably sufficient to permit UpCounsel to contact You, such as name, postal address, telephone number, and, if available, an email address at which You may be contacted.

• Include the following statement: “I have a good faith belief that use of the material described above in the manner complained of is not authorized by the copyright owner, its agent, or the law.”

• Include the following statement: “The information in the notification is accurate, and under penalty of perjury, I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”

• Send written communication to UpCounsel’s designated copyright agent at 3909 S Maryland Pkwy Ste 314 #72 Las Vegas, NV 89119.

• Send electronically - or digitally - signed communication to [email protected], with the subject “Copyright Notice”.

After receiving a notification of alleged infringement, UpCounsel will remove or disable access to the material claimed to be infringing or claimed to be the subject of infringing activity. At the same time, UpCounsel will provide the provider of affected material with a copy of the notice. The provider of affected material may make a counter notification pursuant to sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. Please be advised that You may be held liable for damages if You make material misrepresentations pursuant to federal law in the counter notification. When We receive a counter notification, We may reinstate the material in question. To file a counter notification with Us, the provider of affected material must provide a written communication (by postal mail, overnight mail, or, when digitally-signed, by email) that sets forth the items specified below. To expedite our ability to process Your counter notification, please use the following format (including section numbers):

• Identify the material that UpCounsel has removed or to which UpCounsel has disabled access and the location at which the material appeared before it was removed or access to it was disabled.

• Provide Your name, postal address, telephone number, email address, and a statement that You consent to the jurisdiction of Federal District Court for the judicial district in the state of Nevada (if Your address is outside of the United States, for any judicial district in which UpCounsel may be found), and that You will accept service of process from the person who provided the initial notification of infringement or an agent of such person.

• Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the removed material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”

• Sign the paper or affix an electronic or digital signature to the communication in a form reasonably acceptable to UpCounsel.

• Send written communication to UpCounsel’s Designated Copyright Agent at 3909 S Maryland Pkwy Ste 314 #72 Las Vegas, NV 89119.

• Send electronically- or digitally-signed communication to [email protected].

• Upon receipt of a counter notification in substantial compliance with the DMCA, UpCounsel will provide the person who provided the initial notification of claimed infringement with a copy of the counter notification promptly. After receipt of the counter notification, UpCounsel will generally replace the removed material and cease disabling access to it, unless UpCounsel’s designated copyright agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order regarding the removed material.

UpCounsel respects the intellectual property rights of others, and We request that our Users do the same. In accordance with United States copyright law, We will terminate a User’s access to and use of the Platform, if, in our sole, reasonable discretion, We determine that the User is an infringer of the copyrights or other intellectual property rights of UpCounsel or any others.

14. OBJECTIONABLE CONTENT TAKEDOWN PROCESS. If You object to any posting, content, or information contained within the Platform, please contact Us via email at [email protected] or so We can investigate the issue and take appropriate action. Someone will respond to Your email as soon as possible.

15. SITE MANAGEMENT. We reserve the right, but not the obligation, to: (1) monitor the Platform, including all interactions and communications that occur thereon, for any reason, including for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such User to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Your contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform. At our discretion, We may monitor and/or record Your general interactions with the Platform, but We will NOT monitor the specifics of Your legal interactions, unless a dispute is opened by a Consumer User. In such an instance: (a) UpCounsel will review only the specific interactions that are at issue in the dispute; and (b) any attorney-client privilege that may have existed with respect to such interactions may be waived.

16. DISCLAIMERS & LIMITATIONS OF LIABILITY. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR OWN RISK AND IS PROVIDED ON AN “AS IS”AND AS-AVAILABLE BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER UPCOUNSEL NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS, NOR ANYONE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PLATFORM (COLLECTIVELY, “UPCOUNSEL PARTIES”) WARRANT THAT THE PLATFORM, INCLUDING THE INFORMATION MADE AVAILABLE THROUGH THE PLATFORM, WILL BE UNINTERRUPTED, UNCORRUPTED, ACCURATE, RELIABLE, COMPLETE, CURRENT, TIMELY, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE ARE FREE FROM VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.

UPCOUNSEL MAKES NO REPRESENTATION OR WARRANTY THAT THE INFORMATION WE PROVIDE OR THAT IS PROVIDED THROUGH THE PLATFORM IS ACCURATE, RELIABLE, OR CORRECT.

WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UPCOUNSEL PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, LOST OR ANTICIPATED PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF ANY CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PLATFORM, WHETHER OR NOT THE UPCOUNSEL PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES INSTEAD AGREE THAT THE UPCOUNSEL PARTIES WILL NOT BE LIABLE TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE PLATFORM UNDER ANY CAUSE OR ACTION OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).

17. RELEASE. Except to the extent prohibited by applicable law, You forever release, discharge, and covenant not to sue the UpCounsel Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the UpCounsel Parties, or otherwise, in connection with use of the Platform or through or as a result of the Platform. In other words, You agree that You cannot sue the UpCounsel Parties if anything happens to You or Your property in connection with use of the Platform. You agree that the provisions of this Section 17 shall survive any termination of Your account, subscription or use of the Platform.

18. THIRD-PARTY CONTENT. The Platform may contain certain content belonging to or originating from third-parties who are not registered Users of the Platform, such as blog posts written by third-parties, links to third-party websites, integration with third-party services, and/or advertisements from third-parties, or the Platform may contain (or You may be sent via the Platform) links to other Websites as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third-parties (collectively “Third-Party Content”). We are not responsible for any Third-Party Content, including the content of any Websites or further content that may be accessible through Your access to such content, or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, liability, privacy practices, or other policies of or contained in the Third-Party Content. By including Third-Party Content on the Platform, We do not represent or imply approval, adoption, or endorsement of such content. We are not responsible for, nor is such Third-Party Content investigated, monitored, or checked for accuracy, reliability, appropriateness, or completeness by Us. If You decide to leave the Platform and access or install Third-Party Content, You do so at Your own risk and You acknowledge and agree that the terms and conditions of the Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Website to which You navigate from the Platform or relating to any applications You use or install from the Platform. Any purchases You make through third-party websites will be through other Websites and from other companies, and We take no responsibility whatsoever in relation to such purchases which are exclusively between You and the applicable third-party. You agree and acknowledge that We do not endorse the products or services offered on third-party websites and You shall hold Us harmless from any harm caused by Your purchase of such products or services. You acknowledge all responsibility for, and assume all risk for, Your reliance on and/or use of Third-Party Content in any way. You shall hold Us harmless from any losses sustained by You or harm caused to You relating to or resulting in any way from any Third-Party Content. You are not authorized to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third-Party Content unless expressly permitted by Us, and as applicable, the third-party.

19. CONTINGENT RECRUITING. In the event that a Consumer User wishes to engage a Subscribing Attorney User as a full-time or part-time employee or independent contractor, for example as in-house counsel, general counsel, or company attorney, outside of the Platform, Subscribing Attorney User must first obtain UpCounsel’s prior written consent. Within 15 calendar days from the first date the Subscribing Attorney User provides services to the Consumer User as a full-time or part-time employee or independent contractor, Consumer User will pay to UpCounsel a Recruiting Fee Percentage equal to the greater of (a) twenty five percent (25%) of the Subscribing Attorney User’s anticipated annual compensation for the first year of Employment if the Subscribing Attorney User begins Employment within 12 months of their initial engagement through the Platform, (b) ten percent (10%) of the Subscribing Attorney User’s anticipated annual compensation for the first year of Employment if the Subscribing Attorney User begins Employment more than 12 months of their initial engagement through the Platform, OR (c) five thousand dollars ($5,000.00). The foregoing recruiting fee is not refundable regardless of the length of time of the Subscribing Attorney User’s employment with the Consumer User. In no event shall a recruiting fee be required from a Consumer User who has a demonstrable history of obtaining legal services from a particular Subscribing Attorney User prior to their engagement with such Subscribing Attorney User through the Platform.

20. CIRCUMVENTION POLICY AND FEES

You acknowledge that the Platform was developed as a result of substantial labor and effort. All Users agree not to circumvent or attempt to circumvent UpCounsel or these Terms, or in any way procure or provide legal services outside of the Platform, without UpCounsel’s prior written consent, or in any manner not consistent with these Terms. Users shall cooperate with and timely respond to any requests for information from UpCounsel inquiring about legal services which may have been provided outside of the Platform and in contravention of these Terms. Should a Consumer User violate the anti-circumvention provisions of this Section, such Consumer User shall immediately pay to UpCounsel one-time fee equal to the greater of (1) twenty five percent (25%) of the Subscribing Attorney User’s estimated annual compensation from Consumer User, (2) one hundred and ten percent (110%) of any UpCounsel Service Fee which would have been earned by UpCounsel in connection with the legal services provided by the Subscribing Attorney User had the Platform been utilized; or (3) $12,500. Upon payment of the circumvention fee described in this Section, UpCounsel may provide written consent for Subscribing Attorney User to continue to provide legal services to Consumer User outside of the Platform. In no event shall a circumvention fee be required from a Consumer User who has a demonstrable history of obtaining legal services from a particular Subscribing Attorney User, prior to their engagement with such Subscribing Attorney User through the Platform.

21. MISCELLANEOUS

1. Assignment. You may not assign (nor delegate any rights or obligations under) the Terms without UpCounsel’s prior written consent, which may be withheld in UpCounsel’s sole discretion, and any assignment without such consent shall be deemed null and void. UpCounsel may assign or delegate the Terms, in whole or in part, to any person or entity at any time, with or without Your consent.

2. Headings. The Terms contain the entire understanding of You and UpCounsel, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by You. The section headings Used in these Terms are for convenience only and will not be given any legal import. Upon UpCounsel’s request, You will furnish to UpCounsel any documentation, substantiation or releases necessary to verify Your compliance with these Terms.

3. Drafting. You agree that these Terms will not be construed against UpCounsel by virtue of having drafted them. You hereby waive any and all defenses You may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms. There is no joint venture, partnership, employment or agency relationship created between You and UpCounsel as a result of these Terms or use of the Platform.

4. Survival. All provisions of these Terms which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

5. Indemnification. You agree to defend, indemnify, and hold Us harmless, including all UpCounsel Parties, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third-party due to or arising out of: (1) use of the Platform; (2) breach of these Terms; (3) any breach of Your representations and warranties set forth in these Terms; (4) Your violation of the rights of a third-party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any User of the Platform with whom You connected via the Platform. Notwithstanding the foregoing, We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us, and You agree to cooperate, at Your expense, with our defense of such claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

6. Statute of Limitations. You agree that regardless of any statute or law to the contrary, to the maximum extent permitted by law, any claim or cause of action arising out of or related to these Terms must be filed within ONE (1) YEAR after such claim or cause of action arose or will be forever barred.

7. Corrections. There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice, even if We have already requested or received payment. We also reserve the right to refuse any order placed through the Platform.

8. Term and Termination. These Terms shall remain in full force and effect while You use the Platform. You may terminate Your Account at any time. If You wish to terminate Your Account, You may simply discontinue using UpCounsel. If You wish to delete Your Account Data, please contact UpCounsel at [email protected]. We will retain and use Your information as necessary to comply with our legal obligations, resolve disputes, and enforce our rights, but barring legal requirements, We will delete Your full profile within 30 days. UpCounsel may terminate Your access to all or any part of the Platform at any time, with or without cause, with or without notice, effective immediately. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If We terminate or suspend Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third-party, even if You may be acting on behalf of the third-party. In addition to terminating or suspending Your account, We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. PLEASE NOTE: TERMINATION OF THE UPCOUNSEL PLATFORM DOES NOT TERMINATE ATTORNEY-CLIENT RELATIONSHIPS OR OBLIGATIONS. ALL LEGAL, CONTRACTUAL, AND ETHICAL DUTIES, OBLIGATIONS AND RESPONSIBILITIES SURVIVE TERMINATION OF THE UPCOUNSEL RELATIONSHIP.

9. Modifications and Interruptions. We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. We specifically reserve the right to include undisclosed “test emails” on our dashboard in order to collect information about how our subscribers use our service and the emails they send. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to You or any third-party for any modification, price change, suspension, or discontinuance of the Platform. We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to You. You agree that We have no liability whatsoever for any loss, damage, or inconvenience caused by Your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms will be construed to obligate Us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

10. Governing Law and Venue. The Terms, Your use of the Platform, all aspects of the Platform, will be governed by and construed in accordance with the laws governing the state of Nevada (i.e., without regard to conflict of laws provisions) regardless of Your location. With respect to any disputes or claims which by law are not subject to informal dispute resolution or arbitration (as set forth below), You agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in the state of Nevada, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in the state of Nevada.

11. Resolution of Disputes. To expedite resolution and control the cost of any dispute, controversy or claim related to (a) the Terms, (b) Your use of the Platform, (c) a Subscribing Attorney User, (d) an Invoice Notice, or (e) any other matter (collectively, a “Dispute”), You agree to first attempt to negotiate any Dispute (except those expressly excluded below) informally for at least thirty (30) days. If a Consumer User has a good faith belief that (a) the nature or quality of legal services rendered by a Subscribing Attorney User are not consistent with industry standards or the provisions of the Engagement Agreement and/or (b) the amount(s) charged by an Subscribing Attorney User are not consistent with the Engagement Agreement, the Consumer User must, within 24 hours of the date of the Invoice Notice, may make a complaint by sending an email (“Dispute Notice”) to [email protected], with the subject line “DISPUTE RESOLUTION” in all caps. We will send our notice to You via email to the email address associated with Your account, with the subject line “DISPUTE RESOLUTION.” UpCounsel will attempt in good faith to work with the Consumer User and the Subscribing Attorney User to resolve the dispute within 30 days of receipt of a Dispute Notice. If You and UpCounsel are unable to resolve a Dispute through the foregoing informal negotiations within such 30 days period, UpCounsel shall make a determination in its sole and absolute discretion to resolve the Dispute based upon the information theretofore provided by the Consumer User and Subscribing Attorney User. This determination shall be communicated in writing to both the Consumer User and Subscribing Attorney User and both the Consumer User and Subscribing Attorney User agree to take all steps necessary to comply therewith, including payment or reimbursement within seven (7) days. IN NO EVENT WILL UPCOUNSEL BE LIABLE TO ANY SUBSCRIBING ATTORNEY USER OR TO ANY CONSUMER USER FOR PAYMENT OR REIMBURSEMENT OF ANY FEES. PARTICIPATION BY THE ATTORNEY SUBSCRIBER USER AND CONSUMER USER IN THE PAYMENT DISPUTE PROCESS SET FORTH ABOVE CONSTITUTES AN AGREEMENT BY THE USERS THAT THEY WILL NOT SEEK TO CLAIM OR CLAIM ANY LIABILITY ON THE PART OF UPCOUNSEL RELATED IN ANY WAY TO THE PAYMENT DISPUTE PROCESS.

PLEASE READ THE FOLLOWING CAREFULLY: YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION.
You and UpCounsel agree that all Disputes (except those expressly excluded below) will be finally and exclusively resolved by binding individual arbitration. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either You or UpCounsel. Any decision by the arbitrator will be final and binding on all parties.

YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. BY AGREEING TO ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL.

Notwithstanding the above, UpCounsel shall reserve the right to bring the following claims in a judicial proceeding in a court of competent jurisdiction (thereby waiving the arbitration requirements of this section of these Terms): (a) any claim for injunctive or equitable relief, including but not limited to claims related to actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights; or (b) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber-attack).

NOTWITHSTANDING THE ABOVE, IF A CONSUMER USER DOES NOT AGREE WITH THE HANDLING OR RESOLUTION OF A DISPUTE AFTER PROCEEDING WITH THE FOREGOING RESOLUTION PROCEDURES IN GOOD FAITH, THE CONSUMER USER MAY SUBMIT SUCH COMPLAINT TO THE STATE BAR VIA THE APPLICABLE STATE BAR’S WEBSITE OR VIA TELEPHONE (AS INDICATED ON THE STATE BAR WEBSITE).

13. CLASS ACTION WAIVER. THIS PARAGRAPH IS REFERRED TO AS THE “CLASS ACTION WAIVER.” YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST UPCOUNSEL ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE IN WRITING OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

14. No Guarantee. UpCounsel does not guarantee results. From time to time, Consumer Users may submit reviews of Subscribing Attorney Users. These reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter.

15. Confidentiality. Any communication made via or posted on the Platform, may not be held confidential. UpCounsel takes commercially reasonable efforts to ensure the privacy of Proposals and other messages sent through the Platform, but We cannot guarantee confidentiality. Communications requiring confidentiality should take place outside of the Platform. At our discretion, We may monitor and/or record Your general interactions with the Platform, but We will NOT monitor the specifics of Your legal interactions, unless a dispute is opened by a Consumer User. In such an instance: (a) UpCounsel will review only the specific interactions that are at issue in the dispute; and (b) any attorney-client privilege that may have existed with respect to such interactions may be waived.

[End of Terms]