Burton uses the Legal.io Platform

Legal.io is a platform infrastructure service to make it easy to orchestrate networks of legal professionals and channel their expertise to clients who need their help. In participating in the use of the Platform Services, you may be the operator of a platform, or you may be authorised by such an operator to access their platform -- to receive legal services, provide legal services, or manage the provision of legal services. We have also developed additional services that you can use with the Platform Services, such as Legal.io Transaction Services (allowing you to accept payments, offer proposals, and publish service and expertise information through various channels).

Below is a quick description of the sections in this Agreement, but there are important details in the whole document, so you should read it.

Registering for Legal.io

In participating in the use of the Platform Services, you must register for an account. You provide us with basic information about you and your organization; we will seek to verify your information (we may work with third parties to do so) and approve your account unless deemed risky (by us or our payment processors). You give us permission to do all this and to periodically update the information or we otherwise must decline to offer services to you.

Legal.io Platform Services

We provide you with a software platform and a service to receive and refer legal needs and to engage and manage a network of professionals to serve those needs; we will respect and protect your privacy, data and personal information. You run your platform, your business, your practice, access legal help, service your prospective and current clients, protect your clients' data, and observe all laws, rules, and regulations. Legal.io may offer other services to you that may be subject to additional or different terms.

Platform Governance Framework

These terms of service govern rights and obligations between you and Legal.io. In addition, each platform operator, in authorizing access to their platform(s), provides for platform governance rules, which govern rights and obligations between the platform operator and managers, providers and recipients of services offered and delivered through their platform. These platform governance rules may include specific admission requirements for access and participation in any given platform community, such as acceptance of certain referral arrangements, fees, service standards, and engagement protocols.

Legal.io Transaction Services

As a provider or a platform operator, you may publish service information, design and offer proposals and accept payments, subject to our payment services terms. Funds from your transactions (minus fees) are paid to you at a schedule communicated to you once your Legal.io Transaction Services Account is approved. Initial payouts for your card and electronic cheque transactions are typically sent to your bank within 14 days. A certain amount of your funds may be subject to an additional hold period (e.g. Reserve Account) with terms determined by your perceived risk and transaction history. You are responsible for refunds, returns, and liable for customer disputes (chargebacks).

Termination and Other Legal Terms

We can terminate this agreement at any time. You can also terminate anytime. Termination is effective immediately. Termination does not alter your liability for fees, processed payments or related chargebacks. This section also includes all the other legal terms (e.g. IP, indemnification, warranties, assignment, etc.).

Legal.io Terms of Service

By registering for one or more accounts or using the products and services (collectively, the "Platform Services") provided by Lextronica Inc. ("Legal.io", sometimes referred to as "we", "our" or "us"), the participant (if registering as an individual) or the business employing the participant (if registering as a business) (the "Participant," "you" or "your") accepts this agreement ("Agreement").

Section A: Registration and General Terms

This Agreement applies whether (a) you access the Platform Services using any service, website or application (collectively, "Application") of a third party or one owned or controlled by us or any Affiliate, or (b) you make or accept payments or you initiate payments on behalf of other Participants through an Application.

Agreement Structure. This Agreement incorporates, and you accept and agree to, the following: (a) Sections A, B, C, D and E of these terms (the "General Terms"), (b) all rules, policies, notices, procedures, Specifications (described below), FAQs, guides, guidelines and disclaimers that are provided or made available to you through the Platform Services (including platform governance rules applied by Platform Operators), or about which we notify you, or which are referenced in this Agreement (collectively, the "Policies"), and (c) the specific terms that apply to specific Participant roles performed through the Platform Services (the "Specific Terms").

Order of Precedence. With regard to any rights and obligations between you and us, in the event of any conflicts between the Policies and these General Terms or the Specific Terms, the General Terms or Specific Terms will prevail unless a Policy expressly states that it supersedes the General Terms or the Specific Terms. In the event of any conflict between the General Terms and the Specific Terms, the Specific Terms will prevail.

You may use the Platform Services only if you can form a binding contract with Legal.io, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. You must read, agree with and accept all of the terms and conditions contained in this Agreement before you may become a Participant. Your access to and use of the Platform Services is conditioned on your acceptance of and compliance with this Agreement. By accessing or using the Platform Services or any Content provided on or through the Platform Services you agree to be bound by this Agreement. You will comply with any technical and operational specifications provided or made available by us from time to time with respect to the Platform Services (the "Specifications").

Participants in the Platform Services operating a Platform may apply additional governance rules and standards appropriate to their Platforms and consistent with the general governance in this Agreement (see Section C: Platform Governance Framework.)

By engaging in the purchase and/or sale of products and services through use of the Platform Services, you acknowledge and agree to the conditions in this Agreement governing transactions and payments (see Section D: Transaction Services.)

Any new features or tools which are added to the current Platform Services shall be also subject to this Agreement. You can review the current version of this Agreement at any time at https://www.legal.io/terms_of_use. Legal.io reserves the right to update and change this Agreement by posting updates and changes to the Legal.io website. You are advised to check this Agreement from time to time for any updates or changes that may impact you.

1. Account Terms

1.1. Eligibility. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Platform Service.

1.2 Creating Accounts. To access and use some of the Platform Services, you must register for a Legal.io account ("Account") by providing your full legal name, phone number, a valid email address, and/or any other information indicated as required. The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of this Agreement, which may result in immediate termination of your Account. If any of the information that you provided when you initially registered changes, you must update your registration information to reflect those changes. You may be invited to register as a Recipient, Provider or as a Manager, roles described further in Section B, or you may select such roles through the registration process, which roles may require you to provide additional information. Specific Terms applicable to each of these roles are provided in addition to these General Terms. We may reject your application for an Account, or for a particular role, or cancel an existing Account, for any reason, in our sole discretion.

1.3 Account Contact. By creating an Account, you acknowledge that we will use the email address you provide as the primary method for communication, and you agree that we may send you informational text (SMS) messages as part of the normal business operation of your use of the Platform Services. You may opt-out of receiving text (SMS) messages from us at any time by emailing [email protected]. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Platform Services.

1.4 Account Responsibilities. You are responsible for keeping your password secure. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. You agree not to share your password or Account details for anyone else's use in connection with the Platform Services, or to do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without first getting our written permission. If you believe that there is an error or suspect the unauthorized use of your Account, you should contact us immediately. You are responsible for all activity and content such as data, graphics, photos and links uploaded under your Account ("Account Content "). You must not transmit any worms or viruses or any code of a destructive nature.

2. Account Activation

2.1 Account Owner. Subject to Section 2.2, the person signing up for the Platform Services will be the contracting party ("Account Owner") for the purposes of our Agreement and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Platform Services.

2.2 Personal and Business Accounts. If you are signing up for the Platform Services on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Platform Services on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Agreement. If you are a sole proprietor, the term "you" will mean you, the natural person, as well as the business organization that you represent. You agree not to create more than one Account for your personal use, and not to create an Account for anyone without permission. You may grant another Participant permission to create an Account on your behalf, however you are still responsible for your compliance with this Agreement.

2.3 Transaction Services. Upon completing registration for your Account, you may be offered specific Platform Services relevant to your role, including Transaction Services. Your Platform Operator may require Transaction Services as a precondition of participation in their Platform. Should you sign up for Transaction Services, Legal.io will create a Legal.io Payments account on your behalf (see Section D: Transaction Services).

2.4 Domain Name Registration. Upon purchasing a domain name through Legal.io, domain registration will be preset to automatically renew each year so long as your Legal.io Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.

Section B: Legal.io Platform Services

1. Our Role

1.1 For Platform Operators. We provide the Platform Services for law firms and legal service organizations to operate a platform to receive, manage and refer legal needs, so that legal service providers can focus on delivering better client experiences, and legal service recipients can access and engage timely, high-quality, cost-effective expertise (a "Platform"). Platforms can be used for client-centric collaboration, expertise-discovery, and referral between organizations, managers, legal professionals, and Participants seeking legal help.

1.2 For Participants Seeking Legal Help. For Participants seeking legal help, the Platform Services offer simple ways to efficiently, securely and effectively connect to relevant legal expertise, and to share access to relevant personal data with their express consent and authorization ("Authorization").

1.3 For Participants Offering Legal Help. For Participants offering legal help, the Platform Services offers powerful ways to present your knowledge, experience and expertise, and to connect this to relevant help seekers, via membership of different Platforms.

1.4 Transaction Services. For Platform Operators, Providers and Recipients seeking to enter arrangements for the provision of legal services and products, we offer the Transaction Services described in Section D, below.

1.5 Interoperability Standards. As a platform infrastructure service provider, we also focus on gathering and maintaining essential business, legal and technical interoperability requirements necessary to ensure expected outcomes by all parties while encouraging wide latitude for individually agreed interactions and practices within the context of separate Platforms. We do not assume any liability for the content, products or services offered or purchased using the Platform Services. You will be required to register an account to use the Platform Services (see Registering an Account).

2. Your Roles

2.1 Participants

2.1.1 General Terms and Specific Terms. These General Terms apply to all Participants. Specific Terms relevant to each Participant role are described in Sections 2.2 to 2.5 below. You may conduct more than one Participant role under this Platform Services framework. In order to be a Participant, you must agree to this Agreement.

2.1.2 Adopting Roles. A Participant may adopt the role of Platform Operator, Manager, Recipient, Provider, Third Party Service, and any or all of these.

2.1.3 Verification. We make efforts to verify Participants, which may include using a third-party identity verification service. However, identification on the Internet is difficult. For these reasons, Legal.io cannot and does not represent, warrant or guarantee the truthfulness or accuracy of the credentials or identities of, and provided by, Participants. We encourage all Participants to research any other Participant before accepting any type of professional advice. Recipients may always request a written legal engagement agreement specifying the terms, scope, limitations, and conditions of the representation. Platform Operators representing trusted institutions may choose to represent the accuracy of credentials and identities of Participants on their Platform, and may require and manage certain standard legal engagement agreements to be offered as part of their own Platform Governance Rules (see Section C: Platform Governance Framework).

2.1.4 Connecting to a Platform. The Platform Services allow Platform Operators to help you administer your Account as it relates to their Platform(s) and provide platform governance frameworks and additional services directly to you or your customers. To permit Platform Operators to connect to your Account, you must apply to Platforms, and accept any supplemental Platform Governance Rules, before a Platform Operator will grant access to their Platform. By connecting your Account to a Platform you are authorizing us to permit the relevant Platform Operators to (a) access your Account as it relates to their Platform(s), (b) create charges and customers in your Account, and (c) deduct amounts (for example, fees and charges) from the amount that would otherwise be payable to you from transactions occurring in connection with the Platform Services ("Platform Fees"). Any Platform Fees will be separately agreed upon by you and the Platform Operator, and will be in addition to our fees, if any.

2.2 Platform Operators and Managers

2.2.1 Platform Operator Participants. You are a "Platform Operator" Participant if you have registered in accordance with Section A of this Agreement, and you have executed an Order (as defined below) to operate a Platform. Subject to the terms of the Order, as a Platform Operator, Legal.io grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Platform Services solely to operate a Platform for your Authorized Participants (as defined below) to (a) submit, receive and refer legal needs, (b) engage and manage a network of professionals to serve those needs, and/or (c) conduct and track transactions, using the Platform Services in a manner consistent with this Agreement and the documentation available to you on our Site or Application. This license includes use of the APIs, documentation, images, support pages, and any updates thereto provided to you by Legal.io. Where updates are subject to new or additional terms, we will update this Agreement or provide notice to you. We may terminate this license at any time if you use the Platform Services or Content, except as permitted by this Agreement.

2.2.2 Authorized Participants. Platform Services to operate a Platform are provided solely to the Platform Operator Participant stated in the Order. As a Platform Operator, you authorize additional Participants onto your Platform to receive and use Platform Services ("Authorized Participants") as Providers, Recipients and Managers, who have been supplied Participant identification and passwords by you (or by us at your request). Authorized Participants may include but are not limited to your employees, consultants, contractors, and agents, or your Affiliates.

2.2.3 Definition. An "Order" is a purchase order (incorporating the terms of this Agreement) executed between Legal.io and a Participant for Platform Services to support the operation of one or more Platforms by such Participant and its Authorized Participants.

2.2.4 Definition. "Affiliate" means any other entity which the first entity directly or indirectly Controls, is Controlled by, or is under common Control with. "Control", for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the owned or controlled entity.

2.2.5 Ownership of Data. Subject to provisions in this Agreement relating to Content including rights granted to us to provide the Platform Services, Platform Operators retain all rights, title and interest in and to all Operator Data, and we shall not access the Operator Data except to respond to Platform Service related-, or technical-issues, or at your request. You acknowledge that each Authorized Participant, by using the Platform Services will become a separate party to this Agreement.

2.2.6 Definition. "Operator Data" means Content representing personally identifiable data uploaded by Platform Operators to the Platform they are operating that would typically be provided in the normal planning, execution and analysis of legal service delivery programs, as well as all information generated by a Platform Operator's Authorized Participants during use of the Platform.

2.2.7 Collection of Data. As a Platform Operator, you assume responsibility for all activities that occur in your Platform and for Authorized Participants' compliance with this Agreement. You shall comply with all local, state, federal or foreign law, treaty, regulation or convention applicable to you in connection with the use of the Platform, including without restriction, the CAN-SPAM Act of 2003 (U.S.A.), the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada), the EU Data Protection Directive and other laws applicable to you related to privacy, publicity, data protection, electronic communications and anti-spamming laws. You are responsible for the collection, legality protection and use of Operator Data that is stored or used in connection with your Platform. Upon written request by a Platform Operator made within 30 days after the effective date of termination, we will provide you with temporary access to the Platform so that you can retrieve Operator Data. After such 30-day period, we shall have no obligation to maintain or provide any Operator Data.

2.2.8 Platform Governance Rules. As a Platform Operator, you have the option to establish custom platform governance rules applicable to Participants in your Platform(s) in order to manage the admission of, and the exchange of information and services between, your Authorized Participants and in relation to other matters to facilitate your business purposes as contemplated by this Agreement. You agree to comply with, and to ensure the compliance of your Authorized Participants with, this Agreement and the requirements set out in Section C of this Agreement (Platform Governance Framework).

2.2.9 Use Guidelines. As a Platform Operator, you shall use your Platform for your business purposes as contemplated by this Agreement, and in accordance with Section C of this Agreement (Platform Governance Framework), and shall not: (i) willfully tamper with the security of the systems comprising the Platform Services or tamper with other Platform Operator accounts of Legal.io, (ii) access data through the Platform Services not intended for you, (iii) log into a server or account as part of the Platform Services that you are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any part of the Platform Services or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Platform Services unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Platform Services or make the Platform available to a third party other than as contemplated in this Agreement; or (vii) use your Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; (viii) provide to third parties any evaluation version of the Platform Services without our prior written consent.

2.2.10 Manager Participants. You are a "Manager" Participant if you have registered in accordance with Section A of this Agreement as a Recipient or a Provider, and you have been given ‘administrator' or ‘manager' rights over a Platform, by the Platform Operator or by an existing Manager of such Platform.

2.2.11 Delegated Authority. As a Manager, you may be the Platform Operator, or you may have been delegated authority by such Platform Operator to manage their Platform, including: (i) helping Recipients to understand options and offering them assistance with navigation and guidance towards resources and expertise on their Platform; and (ii) inviting Providers to join their Platform and assessing their applications to join against the admission criteria laid out in their Platform Governance Rules.

2.2.12 Manager Dashboard. As a Manager, your Platform Services include access to a manager's dashboard to allow you to more easily manage and track the flow of Requests, Introductions, Proposals and other outcomes relevant to the Platform you are managing.

2.2.13 Manager as Provider. Subject to Platform Governance Rules, as a Manager, you may also refer Requests to yourself, as a Provider, in order to offer assistance directly to the Recipient in your role as a Provider.

2.3 Recipients

2.3.1 Recipient Participants. You are a "Recipient" Participant if you have registered in accordance with Section A of this Agreement, and you: a) submit a help request to solicit Providers for useful information and/or legal services (a "Request"); or b) give another Participant permission to submit a Request.

2.3.2 No Attorney-Client Relationship with Legal.io. As a Recipient, your Platform Services include access to a recipient's dashboard to allow you to more easily manage and track the flow of Requests, Introductions (as defined below), Proposals (as defined below) and other outcomes relevant to your legal needs, including as relating to each Platform you are a member of. Legal.io is not a law firm, and our employees are not acting as your attorney. Legal.io does not give legal advice nor do we offer legal services. By using the Platform Services, no attorney-client relationship will be created between you and Legal.io. The Platform Services and Content are not a substitute for the advice of an attorney. Any communications via the Platform Services may not be held confidential (See attorney-client relationship).

2.3.3 Discuss Confidential Information only with your Lawyer. You may be offered services, products, and promotions provided by or be presented links to websites operated by Providers or Platform Operators that utilize, integrate, or provide services related to the Platform Services. If you decide to use these services, you will be responsible for reviewing and understanding the terms and conditions (including Platform Governance Rules) associated with these services. You agree that we are not responsible for the performance of any such services provided by Providers or Platform Operators. As a Recipient, information you enter into a Platform as a Request will be available for Providers to view, subject to the applicable Platform Governance Rules. As a Recipient, your contact information will remain private from Providers until you grant Authorization. Subject to applicable Platform Governance Rules, you may grant Authorization for Providers to view your personal data before or after the Request is entered. Providers may offer their services to you in response to your Request. You should not submit confidential information to any Platform. By choosing to do so, Recipients acknowledge that there is no duty on any Provider to keep that information confidential or forego representation adverse to a Recipient's interests. We take every reasonable effort to ensure the privacy of Requests and other personal messages on the Platform Services, but cannot guarantee confidentiality. Recipients should only discuss confidential information directly with a lawyer who has determined he or she has no conflict of interest and assures the Recipient's confidentiality.

2.3.4 Content is not Legal Advice. You acknowledge that information included by a Provider in response to a Request is not a substitute for an in-person or telephone consultation with a lawyer licensed to practice in your jurisdiction about your specific legal issue, and you acknowledge that any Content made available through the Platform Services is not legal advice, does not create an attorney-client relationship (unless expressly stated otherwise) and is not guaranteed to be correct, complete or up-to-date. Because the law changes rapidly, we cannot guarantee that all the information made available through the Platform Services is completely current. The law is different from jurisdiction to jurisdiction, and is also subject to interpretation by different courts. If your specific problem is too complex to be addressed by information available through the Platform Services, consult a licensed attorney in your area.

2.3.5 Links to Other Resources. Links to other resources and businesses on the Internet may be made available through the Platform Services. Those links are provided as citations and aids to help you identify and locate other Internet resources that may be of interest, and are not intended to state or imply that Legal.io sponsors, is affiliated or associated with, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links.

2.3.6 Formally Engaging Legal Help. You acknowledge that your use of the Platform Services alone does not create an attorney-client relationship. No attorney-client relationship can be formed until a consultation takes place with the Provider. If the Provider determines there is a conflict of interest, that Provider will be unable to represent you. Any Provider may also decline to provide representation for any other reason. Attorney-client privilege is a set of rules governing lawyers designed to encourage full and frank communication between a client and his or her lawyer. It applies to communications with a lawyer where a client is seeking legal advice. By using the Platform Services to find and connect to a lawyer, you are agreeing that communications over the Platform Services will not be protected by this privilege. Platforms accessed through the Platform Services help to connect you with lawyers so you can have private, confidential consultations -- attorney-client privilege may apply to these consultations. To be sure that attorney-client privilege applies, you should sign a formal engagement agreement with a lawyer. You may form an attorney-client relationship with Providers through use of the Platform Services. You may negotiate any Proposals sent by Providers prior to such engagement. For communications requiring confidentiality, you should conduct these outside the Platform Services, such as via telephone, secure video-conference, or in-person. Upon acceptance of a Proposal, the scope of the work which a Provider is engaged to work on is strictly limited to the matter agreed upon during the negotiations. We do not provide legal services to Participants on our own behalf, and we have no obligations to any Participant in connection with attorney-client privilege.

2.3.7 Not a Lawyer Referral Service. Legal.io is not a lawyer referral service. We provide Platform Services for other organizations. We do not endorse or approve any Platform Operators and Providers using the Platform Services. You retain control around your choice of Provider. Before hiring a lawyer, always carefully consider the lawyer's knowledge and experience and obtain an engagement letter detailing the terms and conditions of the representation, including all fees, expenses and other obligations. Platform Operators may choose to require and recommend standard engagement letters for Providers offering services through their Platforms, in accordance with Section C (Platform Governance Framework).

2.3.8 No Responsibility for Other Participants. Reviews, price quotes, proposals, profiles or any other Content obtained through the Platform Services do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. We assume no responsibility or liability for the actions or omissions of any Operator, Manager, Provider or other Participant, nor for any Participant's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations, nor for the content, products or services offered or purchased on or through the Platform Services. Unless expressly stated otherwise by a Participant, any use or reliance on any such content, products or services is solely at your own risk.

2.4 Provider

2.4.1 Provider Participants. You are a "Provider" Participant if you have registered in accordance with Section A of this Agreement as a provider of legal information or services. Providers may be one or more of several categories of providers of legal services and information (including limited contracting or consulting work) to Participants.

2.4.2 Provider Dashboard. As a Provider, your Platform Services include access to a provider's dashboard to allow you to more easily manage and track the flow of Requests, Introductions, Proposals and other outcomes relevant to your business, including as relating to each Platform you are a member of.

2.4.3 Introductions. As a Provider, you may offer and be asked to offer your help with a Request. Subject to applicable Platform Governance Rules, you may: (i) have access to view list(s) of open Requests on one or more Platforms that you may have been admitted to, and you may offer help with any such Requests; or (ii) have been asked to offer your help with a specific Request. If a Recipient has already granted Authorization with regard to a particular Request, a Provider may choose to connect with the Recipient in relation to such Request (an "Introduction"). If a Recipient has not already granted Authorization with regard to a particular Request, your offer of help will be treated as a request for Authorization and the Recipient may choose to connect with you for an Introduction. Following any Introductions, by accessing Transaction Services (see Section D) you may offer further helpful information, consultations and service proposals in response to such Requests in accordance with applicable Platform Governance Rules.

2.4.4 Professional Rules of Conduct. You may receive referrals through the Platform Services, including from another Provider, or from a Manager who has been appointed by a Platform Operator. To the extent you are separately bound by professional rules of conduct in the jurisdiction(s) you operate in, you understand and agree to receive and act on such referrals, and to otherwise use the Platform Services, only in a manner aligned with your independent obligations under such professional rules of conduct.

2.5 Third Party Service

You are a "Third Party Service" Participant if you operate and provide Third Party Services approved for use with the Platform Services and in accordance with this Agreement. Only Third Party Services that have been approved by us and have contractually assented to a Third Party Service Agreement and this Agreement are eligible to be Participants on the Platform Services. Only an approved Third Party Service Participant is eligible to receive the tokens necessary to use a grant of Authorization by a Participant or otherwise to use an approved scope and grant for access of any kind to data or other resources within or through the Platform Services.

3. Participant Conduct

3.1 Compliance with Applicable Laws. As a condition of use, you promise not to use the Platform Services for any purpose that is unlawful or prohibited by this Agreement, nor to infringe or misappropriate the intellectual property rights of any third party, nor any other purpose not reasonably intended by us. You promise to use the Platform Services in compliance with all local, state, federal, and international laws, rules, and regulations.

3.2 Investigating Complaints and Examples of Violations. Legal.io reserves the right to investigate complaints or reported violations of this Agreement and to take any action deemed appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Participant profiles, e-mail addresses, usage history, posted materials, IP addresses, and traffic information. By way of example, and not as a limitation, you agree not to use the Platform Services:

1. To impersonate, abuse, harass, threaten or intimidate any person;
2. To post or transmit, or cause to be posted or transmitted, any Content that is libellous, defamatory, obscene, pornographic, abusive, offensive, profane, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability, or that infringes any copyright or other right of any person;
3. To post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Participant;
4. To create or transmit unwanted 'spam' to any person or any URL;
5. To create or transmit Content that 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;
6. To create multiple accounts for the purpose of voting for or against Content;
7. To post or transmit Content that infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;
8. To artificially inflate or alter vote or view counts, comments, or any other Platform Services or for the purpose of giving or receiving money or other compensation in exchange for votes, or for participating in any other organized effort that in any way artificially alters the results of Platform Services.

3.3 Scraping, Spiders and Unauthorized Copies. You agree not to scrape (including crawlers, browser plugins and add-ons, and any other technology or manual work), decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Platform Services except to the extent explicitly permitted in this Agreement. You may not use any network monitoring or discovery software to extract information about usage, individual identities, or Participants. With the exception of accessing RSS feeds or documented API's, you will not use any robot, spider, scraper or other manual or automated process to monitor or copy the Platform Services without our express written permission. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, nonprofit or public purposes all or any portion of the Platform Services or Content, except to the extent explicitly permitted above. You may not use or otherwise export or re-export the Platform Services, Content or any portion thereof in violation of the export control laws and regulations of the United States of America.

3.4 Unreasonable Infrastructure Loads. You agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Platform Services; or (iii) bypass any measures we may use to prevent or restrict access to the Platform Services.

3.5 Reporting Abuse. To report a suspected abuse of the Platform Services or a breach of this Agreement (other than relating to copyright infringement which is addressed in the "Copyright Complaints" section below) please send written notice to us by email: [email protected]

3.6. Your Responsibility for Your Interactions. You are solely responsible for your interactions with other Participants. We reserve the right, but have no obligation, to monitor disputes between you and other Participants.

4. Your Data Security Obligations

You are fully responsible for the security of data on your site, or available through your use of the Platform Services, or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information ("Participant Data") on your site, or available through your use of the Platform Services. While we help to make compliance easier, you are solely responsible for compliance with any laws, regulations, or rules applicable to your business.

5. Security and Fraud Controls

We are responsible for protecting the security of Participant Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk. We recommend you review our Privacy Policy, which will help you understand how we collect, use and safeguard the information you provide to us.

We may provide or suggest security procedures and controls intended to reduce the risk to you of fraud ("Security Controls"). These Security Controls may include processes or applications that are developed by Legal.io or by third parties, including but not limited to providing two-factor authentication for logging into your Account. You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us. Keep in mind that you are responsible for the use of lost or stolen data that is used to purchase products or services from your business. We are not liable for and do not insure against losses to you or your customers resulting from use of lost or stolen data with the Platform Services (including but not limited to losses arising from the use of lost or stolen credit cards to make purchases from your site or through the Platform Services, or those caused by a compromise of your login credentials).

6. Audit Right

If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us.

7. Your Privacy

Privacy and the protection of personal information are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, linked to and incorporated into this Agreement by reference, which contains your consent to our collection, use, retention, and disclosure of personal information as well as other matters. The Privacy Policy also explains how and for what purposes we collect, use, retain, disclose, and safeguard the personal information provided to us.

8. Privacy of Others

You represent to us that you are and will continue to be in compliance with all applicable privacy laws. You further represent that you have obtained all necessary rights and consents under applicable law to disclose to us - or allow us to collect, use, retain, and disclose - any data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means. As between you and us, you are solely responsible for disclosing to your customers, as applicable, that you are utilizing the Platform Services and providing customer data to us.

If you receive information about others through the use of the Platform Services, you must keep such information confidential and may only use it in connection with the Platform Services. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so.

9. Disclosures and Notices

You agree that we can provide disclosures and notices regarding the Platform Services to you by posting such disclosures and notices through your dashboard, emailing them to the email address listed in your Account, mailing them to the address listed in your Account, or posting them to our Site. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices will be considered to be received by you within 24 hours of the time it is posted to our Site or emailed to you unless we receive notice that the email was not delivered.

10. References to Our Relationship

You agree that, from the time you begin receiving Introductions through the Platform Services until you terminate your account with us, we may identify you as a customer or participant. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and us.

11. Transaction Services

Transaction Services allow you to publish and communicate information that describes specific products or services and their variations to various online, mobile or affiliate channels; allow clients to make purchases of such products or services; and permit you to manage inventory, availability and order information for such purchases. (See Section D: Transaction Services).

12. Additional Services

From time to time we may offer you additional features or services ("Additional Services"), such as international services, which may be subject to additional or different terms of service. As with the Platform Services, you may not use these Additional Services unless you agree to the applicable terms of service. Except where expressly stated otherwise, your use of Additional Services will have no impact on the applicability of this Agreement to the Platform Services.

Section C: Platform Governance Framework

1. Platform Governance Requirements

This Section C sets forth the rules framework for participation in the Platform Services via Platforms run and operated by Platform Operators (the "Platform Governance Framework"). This Platform Governance Framework is intended to support an ecosystem of diverse Platforms operated using the Platform Services by providing a flexible framework of rights and obligations by and between Authorized Participants who are involved in the provision of, sale, distribution, licensing, or use of a legal related product or service.

1.1 Platform Operator Services Operator Participants will operate Platforms, authorize access to the Platform Services, and provide services related to the Platform Services to other Participants on their Platform ("Platform Operator Services"). Platform Operators will apply platform governance rules, which govern rights and obligations between the Platform Operator and their Authorized Participants on their Platform(s), including without limitation in relation to admission and eligibility requirements, platform fees and general expectations and operations for each Platform ("Platform Governance Rules"). Platform Governance Rules may set standards for Separate Commercial Arrangements formed through the Platform Operator Services, provided that such agreement does not conflict with this Platform Governance Framework. "Separate Commercial Agreement" means any contractual relationship between Participants by which they are involved in the provision of, sale, distribution, licensing, or use of a legal related product or service (e.g. an engagement agreement between a Provider and a Recipient).

1.2 Establishing and Amending Platform Governance Rules. Platform Operator, in authorizing access to their Platform(s), agrees to provide for Platform Governance Rules in compliance with this Platform Governance Framework. Platform Operators may use a set of the template terms and conditions provided by Legal.io as their Platform Governance Rules, or may set their own, subject to the approval of Legal.io. Platform Operators may amend Platform Governance Rules as part of any Order, or at any time thereafter with the written consent of Legal.io, subject to notice of such amendment to the Authorized Participants in accordance with Section B(9) of this Agreement.

1.3 Acceptance of Platform Governance Rules. By accessing the Platform Services via the Platform of a particular Platform Operator each Authorized Participant acknowledges and agrees:

• to the terms of this Agreement, in particular in relation to the role(s) they will conduct as defined in Section B(2) of this Agreement;
• to the terms of applicable Platform Governance Rules; and
• to use the Platform Services and Platform Operator Services solely to (a) seek legal help and submit legal needs, (b) respond to and serve those needs, and/or (c) conduct and track transactions, using the Platform Services in a manner consistent with this Agreement and the documentation available to you on our Site or Application.

1.4 Order of Precedence. With regard to any rights and obligations between a Platform Operator and their Authorized Participants, in the event of a conflict between this Agreement and their Platform Governance Rules, their Platform Governance Rules shall govern in all respects. With regard to any rights and obligations between the Authorized Participants, in the event of a conflict between the Platform Governance and any Separate Commercial Agreement, the Separate Commercial Agreement shall govern in all respects. With regard to any rights and obligations between: 1) the Platform Operator and/or their Authorized Participants; and 2) Legal.io and/or other Participants in the Platform Services, in the event of a conflict between the Platform Governance Rules and the terms of this Agreement (including this Platform Governance Framework), this Agreement shall govern in all respects.

Section D: Transaction Services

1. Enrolling in Transaction Services

1.1 Transaction Services Account. The terms in this Section D apply to you if you initiate a purchase and/or sale of products or services through the Platform Services ("Transaction Services"), at which point your Account will be upgraded to include functionality for transactions (a "Transaction Services Account"). Your Platform Operator may require you to enroll in the Legal.io Transaction Services as a precondition of participation in their Platform.

1.2 Processing Payments. Except for our limited role in processing payments that you authorize or initiate, we are not involved in any underlying transaction between you and any other Participant enrolled in the Transaction Services. We are not a bank and do not offer banking services. We may use the services of one or more third parties to provide some or all of the Transaction Services and to process your transactions (each a "Processor"). We do not guarantee payment on behalf of any Participant. We are not a selling agent in connection with any sale or purchase by you of goods or services to any person. We have no control over the quality, fitness, safety, reliability, legality, or any other aspect of any good or service that you may purchase or sell using the Transaction Services or any Third Party Service that you may use to access the Transaction Services.

1.3 Additional Standards in Platform Governance Rules. Platform Operators, via Platform Governance Rules, may add their own requirements and representations with regard to the services and standards for transactions on their Platform(s).

2. Transaction Services for Providers and Platform Operators

2.1 Proposals, Channels and Engagements. Transaction Services allow you to publish and communicate information that describes specific products or service proposals and their variations ("Proposals"), including but not limited to Content, descriptions, prices, inventory, availability, and images relevant to such Proposals ("Proposal Data") to various online, mobile, off-site online or affiliate channels (each a "Channel"); allow customers to make purchases of such products or services through such Channels (each an "Engagement"); and permit you to manage inventory, availability and order information for such purchases. "Engagement Data" means the information transmitted using your systems, or systems you control, for the purpose of initiating or completing a transaction or engagement (including portions of the Participant Data).

2.2 Proposal Data. Any Proposal Data you provide to us will be provided to the Channels you select through your provider or management dashboard. You understand and agree that Channels will publish Proposal Data as you have provided it through the Transaction Services. You are solely responsible for acquiring the appropriate rights to publish Proposal Data through the Channels, and for any pricing, availability, inventory information, facts or statements - even those made erroneously - that are contained in the Proposal Data. You grant to us a worldwide, fully-paid, non-transferable license to: (a) publish Proposal Data through the Channels, (b) receive and transmit Engagement Data to you, and (c) use any trademarks, service marks, or non-public personal information contained in Proposal Data or Engagements data therein to the extent required to perform either (a) or (b); and authorize us to sublicense such rights to Channels. You agree to hold Channels harmless for claims or losses you incur due to the use of Engagement Data or publication of Proposal Data to facilitate your use of the Transaction Services.

2.3 Engagement Data. You agree to receive and transmit Engagement Data between Channels and your systems (or systems under your control) solely for your own benefit. You agree to use the Transaction Services as your exclusive method to request, make and receive all payments for work directly or indirectly arising from Proposals made through the Platform Services. You agree to provide us notice of, and applicable Engagement Data to enable the fulfillment of our responsibilities to other Participants relating to, any Proposals transacted via other payment providers. You may not resell or distribute the Transaction Services to third parties.

2.4 Advertising Proposal Data. You represent and warrant that you will not falsely advertise any Proposal Data through Channels, and that you will not use any prohibited, unfair or deceptive acts or practices when advertising the underlying product or service through the Channels. It is your responsibility to comply with applicable professional conduct regulations in your jurisdiction. You understand and agree that you are solely responsible for production, information, advice, fulfillment, shipping or providing any ancillary services related to Engagements you receive through your use of Transaction Services. You acknowledge and agree that you, and not us, will be responsible for performing the obligations of any Engagements between you and other Participants, that we are not a party to such agreements, and that, with the exception of our payment processing obligations hereunder, we disclaim all liability arising from or related to any such agreements.

2.5 Our Payment Processing Terms. In accessing Transaction Services as a Provider or Platform Operator, you acknowledge that payment processing services for Providers and Platform Operators using the Transaction Services are provided by Processors, including Stripe, Inc. and are subject to the Legal.io Payments Terms of Service the Stripe Connected Account Agreement and the Stripe Terms of Service (collectively, the "Payment Services Agreement"). By accessing or using the Transaction Services or any Content provided on or through the Transaction Services, you agree to be bound by the terms in this Section and the Payment Services Agreement, as the same may be modified by us or Stripe, Inc. from time to time. Capitalized terms in this Section D otherwise undefined in this Agreement shall have the meaning ascribed to such terms as in the Payment Services Agreements. As a condition of accessing the Transaction Services, you agree to provide Legal.io accurate and complete information about you and your business, and you authorize Legal.io to share, in accordance with the Payment Services Agreement, such information and applicable transaction information related to your use of the payment processing services provided by Stripe, Inc.

2.6 High Volume Accounts. For certain Accounts, you may request, or we may require, a standalone Stripe account, for example if you are processing high volumes of transactions. For such accounts, you acknowledge and agree that it is your sole responsibility as the account owner to activate and maintain these service accounts. If you do not wish to keep a payment account active, it is your responsibility to deactivate it.

2.7 All Credits Provisional.Notwithstanding terms in the Payment Services Agreement regarding payout, you acknowledge that all credits for funds provided to you are provisional and subject to reversal including without limitation if there are adjustments for inaccuracies and errors (including rejected work) and Chargebacks, Reversals or Claims in accordance with this Agreement and the Card Network payment rules, whether or not a transaction is charged back by the issuer of the Card or the Cardholder. Accordingly, you authorize us to initiate reversal or adjustment (debit or credit) entries to the Bank Account and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse provisional credit for any transaction.

2.7 Resolving Claims.When you provide products or services using our Transaction Services, you will cooperate with us to resolve Claims or complaints submitted through our dispute programs. You will respond to our inquiries and deliver to us any information requested by us regarding any disputed sales transactions within 5 business days of our request. If the Claim is not caused by Card fraud for which we are responsible under this Agreement or our failure to make the applicable transaction information available as it was received by us, or if you fail to comply with the immediately preceding sentence, then you owe us the amount of the customer purchase (including without limitation the purchase price, all associated shipping and handling charges and all taxes) and all Card Network, bank or other payment processing, re-presentment and other fees associated with the original purchase and any Chargeback or refund.

3. Transaction Services for Recipients

You acknowledge and agree that the Provider and/or Platform Operator, not Legal.io, are solely responsible for honoring any confirmed Engagements. You acknowledge and agree that you, and not Legal.io, will be responsible for performing the obligations of any such engagement agreement between you and such other Participants, that Legal.io is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Legal.io disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, the fact that Legal.io is not a party to the agreement between you and the Provider and/or the Platform Operator, provided that Legal.io may act as the Provider and/or Platform Operator's payment collection agent for the limited purpose of accepting payments from you on behalf of the Provider and/or Platform Operator. Upon your payment to Legal.io, your payment obligation to the Provider or Platform Operator for Charges is extinguished, and Legal.io is responsible for remitting the Charges less any Platform Fees and Administrative Fee in the manner described in this Agreement. You as a Recipient agree to pay Legal.io the Charges for any Engagements in connection with your Account if a Proposal is made through the Platform Services by the applicable Provider or Platform Operator.

4. Account Balances

If you are a permanent U.S. resident (which does not include holders of U.S. visas), a U.S. citizen, or a business entity authorized to do business and having a physical presence in the United States, you may hold monetary balances in your Account (your "Balance") subject to the terms of this Agreement. You are not required to maintain a Balance to use the Transaction Services. When you carry a Balance, you appoint us as your agent with respect to your Balance. Your Balance is not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, we may combine your Balance with the funds of other users of the Platform Services (or of similar services we offer), or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on your Balance. To the extent required by applicable laws, we will not use any funds held on your behalf for our corporate purposes, will not voluntarily make such funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach your Balance.

5. Account Limits; Availability of Funds.

Your Account may be subject to certain limits, which may affect your ability to make or receive payments or to withdraw funds. Any limits may be modified at any time. These limits may be affected by several factors, including without limitation our assessment of the risk associated with your Account, the amount of pending or potential Chargebacks, the information you provide, our ability to verify your account information, and requirements of law. In addition to account limits, we may restrict transactions to or from your Account or limit access to funds in your Account in an amount and for a period of time we deem necessary to protect us or other users including without limitation if (a) we are subject to financial risk, (b) you have violated any term of this Agreement, (c) you have pending Chargebacks or we believe you may have Chargebacks, (d) any dispute exists involving your Account or transaction conducted in connection with your Account, (e) needed to protect the security of our systems, or (f) required by law or court order or if otherwise requested by law enforcement or any governmental entity.

6. Charges and Fees

6.1 Charges for Services. You understand that use of the Transaction Services may result in charges to you for the services or products you receive, including in relation to Platform Fees charged by Platform Operators, payment processing fees (see the Legal.io Payments Terms of Service and charges for services performed by another Participant ("Charges"). After you have received services or products obtained through your use of the Transaction Services, you agree that we may facilitate your payment of the applicable Charges, including to any relevant Participant(s). Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Participant. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by us, required by law, or required by the ethical rules governing the legal profession.

6.2 Charging Process. All Charges are due immediately on the date agreed to by Participants and payment will be facilitated using the preferred payment method designated in the Proposal or in your Account. In connection with Charges, you will be asked to provide customary billing information such as name, billing address, credit card information, and ACH payment details either to Legal.io or its Processors. You agree to pay Legal.io for any confirmed Charges made in connection with your Account in accordance with this Agreement. You hereby authorize the collection of such amounts by charging the credit card, ACH account, or other payment method provided on your Account, either directly by Legal.io or indirectly, via a Processor, or by one of the payment methods described on the Platform Services. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that we may, as the Participant's limited payment collection agent, use a secondary payment method on file in your Account, if available.

6.3 Administrative Fees. You acknowledge and agree to pay to Legal.io the Charges specified in any Order or Policies relating to fees for use of the Platform Services, including for administrative services and access to the Transaction Services (the "Administrative Fee"). The amount of the applicable Administrative Fee will be communicated to you in writing, but is subject to change on a prospective basis at the discretion of Legal.io. This Administrative Fee, if any, is separate and distinct from all Charges relating to legal fees which Participants may agree to through use of the Platform Services.

6.4 Independent Professional Judgment and Compliance with Professional Rules of Conduct. You agree and acknowledge that in providing the Platform Services in exchange for certain Administrative Fees, we are not in any way affecting or hindering any Provider Participant's independent professional judgement. In addition, the Platform Services are designed to help individuals and organizations deliver legal services more efficiently, and Participants are prohibited from using the Platform Services in any way that leads to an unreasonable increase in any Recipient's legal fees.

6.5 Appointment of Legal.io as Limited Payment Collection Agent for Participants. Each Participant hereby appoints Legal.io as their limited payment collection agent solely for the purpose of accepting payments on your behalf from Participants that authorize payments directly to you or to third-party services through the Transaction Services for products or services performed or received. Each Participant agrees that payment made by another Participant through the Platform Services shall be considered the same as a payment made directly to the Participant, and the Participant will render services to the appropriate Participant in the agreed-upon manner as if that Participant has received the payment directly. Each Participant understands that as we accept payments from other Participants as the Participant's limited payment collection agent and that our obligation to pay you is subject to and conditional upon successful receipt of the associated payments from the other Participants, we do not guarantee payments to Participants for amounts that have not been successfully received by us from other Participants. In accepting appointment as the limited payment collection agent of a Participant, Legal.io assumes no liability for any acts or omissions of the Participants.

6.6 Payment Authorization Charges. In order to transact through the Transaction Services, you understand and agree that we, on behalf of Providers or Platform Operators, reserve the right, in our sole discretion, to (i) obtain a pre-authorization via your credit card for the Charges or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting, to verify your credit card. Please note that we cannot control any fees that may be charged to a Participant by his or her bank related to our collection of the Charges, and Legal.io disclaims all liability in this regard.

6.7 Promotions. We retain the right to initiate special incentive pricing, membership, and other programs. These may be limited, at our sole discretion, to defined and limited Participants or non-Participants. Any promotional monies or credits placed into Accounts by Legal.io for use towards Platform Services remain the property of Legal.io (they never become the property of Participants and never become refundable to the Participant), and unless otherwise agreed, will be usable only for ninety (90) days.

6.8 Fee Avoidance. Any action by a Participant to avoid paying any Charges is considered fee avoidance and is strictly prohibited by Legal.io. This includes, for example, encouraging other Participants to take transactions off the Platform Services.

6.9 Suspicious activity. If Legal.io believes, in its sole discretion, that any funds earned through use of the Platform Service were earned under suspicious circumstances or that funds were derived from a suspect account, Legal.io retains the right to continue to investigate the situation until an adequate resolution has been reached, as determined by us, and which may require the involvement of certain third parties, including any applicable Card Network. Legal.io will make commercially reasonable efforts not to exceed a ninety-day (90) hold on your account as we and/or a third-party investigate.

Section E: Termination and Other Legal Terms

1. Your License to use the Platform Services; Our Trademarks

1.1 License Grant. Legal.io grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Platform Services solely to (a) seek legal help and submit legal needs, (b) respond to and serve those needs, and/or (c) conduct and track transactions, using the Platform Services in a manner consistent with this Agreement and the documentation available to you on our Site or Application. This license includes use of the APIs, documentation, images, support pages, and any updates thereto provided to you by Legal.io. Where updates are subject to new or additional terms, we will update this Agreement or provide notice to you. We may terminate this license at any time if you use the Platform Services or Content, except as permitted by this Agreement.

1.2 Using Our Trademarks. We may also periodically make available certain Legal.io logos, trademarks, or other identifiers for your use ("Legal.io Marks"). If we do so, you will use them subject to and in accordance with our then current Legal.io Marks Usage Agreement. Legal.io may limit or revoke your ability to use Legal.io Marks at any point. All rights not provided in the Legal.io Marks Usage Agreement are expressly reserved by Legal.io. We may change Legal.io Marks from time to time. In the event that Legal.io Marks or Legal.io Marks Usage Agreement are changed, you will (a) use the current version of the Legal.io Marks and (b) use Legal.io Marks consistent with the Legal.io Marks Usage Agreement. You may not use any information, including text, forms, documents, images, graphics, logos, button icons, information obtained from Legal.io's licensors, and other Content or any copyright material owned by Legal.io or Legal.io's licensors or any Legal.io Marks or logo for any purposes, including any commercial purpose, without the express written consent of Legal.io.

1.3 Definition. "Content" means content featured or displayed through the Platform Services, including without limitation text, documents, information, data, article.article-blocks, opinions, images, photographs, graphics, software, applications, video recordings, embedded content, sounds, designs, features, and other materials that are available through the Platform Services. Content includes, without limitation, Participant-Generated Content, which may be submitted by any Legal.io Participant (Platform Operator or Provider or Recipient or Manager).

2. Ownership

2.1 Rights to the Platform Services. Legal.io provides you a limited license to use the Platform Services as described in and subject to this Agreement. Each of the foregoing is licensed and not sold, and we reserve all rights not expressly granted to you in this Agreement. Except as expressly granted to you in this Agreement, nothing contained in this Agreement shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that the Platform Services and Content are protected by copyright, trade secret and other intellectual property rights and laws, and may not be used except as provided in this Agreement without the express written permission of Legal.io. We own all interest, title and worldwide IP Rights (as defined below) in the Platform Services and all copies of the Platform Services and the collective and compilation copyrights in all databases and navigation design.

2.2 Definition. "IP Rights" means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress, and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

2.3 Definition. "Platform Materials" means any software (including without limitation developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including without limitation the Specifications and any integration guides) developed and provided by or made available by us or our Affiliates to you in connection with the Platform Services. Platform Materials do not include any software, data or other materials specifically made available by us or our Affiliates under separate license terms or that were created by a third party, including without limitation software provided under an open source license.

2.4 Feedback and Ideas. You may choose to or we may invite you to submit comments or ideas about the Platform Services, including without limitation about how to improve the Platform Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

2.5 License to Content in Order to Provide Platform Services. By uploading Content to or submitting any materials to our Platform Services, you grant (or warrant that the owner of such rights has expressly granted) Legal.io a perpetual, royalty-free, irrevocable, non-exclusive right and license to use such materials to use, reproduce, display, edit, copy, modify, adapt, publish, transmit, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe, to provide you and other Participants with the Platform Services. This includes, but is not limited to:

• storing and displaying your data (for example: making backups);
• accessing data on your specific request (for example: providing customer support);
• providing more relevant Content (for example: showing information related to a legal issue)
• improving the functionality of the Services (for example: improving our algorithms so that we can help more people)

2.6 Legal.io is not responsible for Participant-Generated Content. You may create Content, written or otherwise, while using the Platform Service ("Participant-Generated Content"). All Participant-Generated Content posted or otherwise submitted through use of the Platform Services, including but not limited to information and materials submitted in the content of your questions, answers, requests for information, responses, profiles, signatures, qualifications, guides, messages, comments, and posts where Participants communicate is the sole responsibility of the Account holder from which such content originates. You acknowledge and agree that you, and not Legal.io are entirely responsible for all content that you post, or otherwise submit to the Platform Services. We do not control Participant-Generated Content and, as such, do not guarantee the accuracy, integrity or quality of such Participant-Generated Content. You understand that by using the Platform Services you may be exposed to Participant-Generated Content that is offensive, indecent or objectionable. You acknowledge that we will not be liable for any loss or damage caused by your reliance on any information or content contained in Participant-Generated Content.

2.7 License Grant to Legal.io. By posting any Participant-Generated Content via the Platform Service, you expressly grant us and our successors a worldwide, sublicensable, fully-paid and royalty-free, and non-exclusive perpetual license to use, reproduce, display, modify, adapt, distribute, and perform the Participant-Generated Content in connection with our business purposes. You do not grant us the right to sell Participant-Generated Content or otherwise distribute it outside of the Platform Services.

2.8 Participant License to View and Reproduce Content. We grant you a nonexclusive, nontransferable, revocable, limited license to view and print the Content provided as part of the Platform Services solely for purposes in accordance with this Agreement. You must ensure that any copyright or attribution notice appearing on the original content or information appears on all copies of the content or information which you make through the Platform Services.

2.9 Right to Post. You represent and warrant that you have the right to post all Participant-Generated Content you submit through the Platform Services. Specifically, you warrant that you have fully complied with any third-party licenses relating to Participant-Generated Content, and have taken all steps necessary to pass through to Participants any required terms.

2.10 We may Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any Participant-Generated Content is appropriate and complies with this Agreement, or remove any Participant-Generated Content that, in our reasonable opinion, violates any Policies. Legal.io further reserves the right to make formatting edits and change the manner any Content is displayed on the Platform Services.

2.11 Participant-Generated Content is not private or confidential. Unless expressly stated otherwise, for example in Platform Governance Rules in relation to a particular Platform, Participant-Generated Content is not private or confidential, nor is it protected by attorney-client, or any other privilege, and it may be read, collected, and used by others, including Legal.io. For example, search engines may index your questions, answers, and other Participant-Generated Content to enable ranking and display in search engine results (e.g. if someone does a search on google.com or another search engine, your questions, answers, and other Participant-Generated Content on the Platform Services that relate to the search may appear in the search results list).

2.12 No Reliance on Participant-Generated Content. Participant-Generated Content posted throughout the Platform Services, such as blog posts, guides, Introductions, and Participant profiles is provided for informational purposes only, with no assurance that the Participant-Generated Content is true, correct, up-to-date, or accurate. Participant-Generated Content is not a substitute for professional legal advice nor, except in the case of a Proposal, 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 Participant-Generated Content. Delay in seeking such advice could result in a waiver of any claims you may have, depending on the applicable statute(s) of limitation.

3. Term

The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Platform Services or until terminated by you or us in accordance with this Agreement.

4. Termination

Unless otherwise agreed in writing by you, you may terminate this Agreement by closing your Account at any time by following the instructions on our website in your Account profile or by sending a request to deactivate your accounts to [email protected] and discontinuing your use of the Platform Services. If you stop using the Platform Services without deactivating your accounts, your accounts may be deactivated due to prolonged inactivity. We may suspend your Account and your access to the Platform Services or terminate this Agreement and close your Account for any reason at any time effective upon providing you notice in accordance with Section A.9 above, including without limitation, if (i) we determine in our sole discretion that you are ineligible for the Platform Services because of the risk associated with your Account, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement; or (iii) requested by a Processor.

Your access to and use of the Services may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Platform Services, or any other reason within or outside the control of Legal.io. Legal.io reserves the right to suspend or discontinue the availability of the Platform Services and/or remove any Content at any time at its sole discretion and without prior notice. Legal.io may also impose limits on certain features and Platform Services or restrict your access to parts of the Platform Services without notice or liability.

5. Effects of Termination

Upon termination and closing of your Account, we will immediately discontinue your access to the Platform Services. You agree to complete all pending transactions, stop accepting new transactions through the Platform Services and, where using the Transaction Services, immediately remove all Legal.io, Stripe and Card Network logos from your site or in your app (unless otherwise permitted to do so under a separate license from the Card Networks).

Termination does not relieve you of your obligations as defined in this Agreement and we may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings. Upon termination you agree to (i) immediately cease your use of the Platform Services, (ii) discontinue use of any Legal.io Marks or IP Rights licensed under this Agreement, and (iii) immediately remove any Legal.io references and logos from your site or in your app. In addition, upon termination you understand and agree that (iv) the license granted under this Agreement will end, (v) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, (vi) we will not be liable to you or any third party for compensation, reimbursement, or damages in connection with your use of the Platform Services, or any termination or suspension of the Platform Services or deletion of your information or account data, and (vii) you are still liable to us for any Charges, Platform Fees, Administrative Fees, Chargebacks, Fees, Refunds, or other amounts incurred by you or through your use of Platform Services prior to termination.

Termination of your relationship with Legal.io does not affect your relationship with any other Participant you have engaged with through the Platform Services. Unless expressly stated otherwise, all legal, contractual, and ethical duties, obligations and responsibilities survive termination of your relationship with Legal.io.

6. Your Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, PLATFORM SERVICES AND CONTENT, AND YOUR LISTING OF ANY PROPOSALS AND ENTERING INTO ANY ENGAGEMENTS VIA THE SITE, APPLICATION AND PLATFORM SERVICES AND ANY CONTACT YOU HAVE WITH OTHER PARTICIPANTS WHETHER IN PERSON OR ONLINE REMAINS WITH YOU.

You are responsible for all Charges, Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your use of the Platform Services and your breach of this Agreement. You agree to reimburse your customer, Legal.io, our Processor(s), and any third party designated by us for any and all such liability. Legal.io will have the final decision-making authority with respect to Claims. You will be required to reimburse Legal.io for any liability we incur due to fulfillment or failure to fulfill obligations to your customers, including delivery of products or services. Your liability will include the full purchase price of the item. You will not receive a refund of any Charges paid to Legal.io or our Processor(s).

Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Legal.io and our respective employees, directors, agents, and Affiliates (collectively "Disclaiming Entities") from and against any claim, suit, demand, loss, liability, damage, action, expense or proceeding, including but not limited to attorneys' fees, arising out of or relating to (i) your breach of any provision of this Agreement; (ii) your use of the Platform Services; (iii) your obligations to pay amounts owed under this Agreement, including without limitation any Charges, Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys' fees; (iv) negligence or willful misconduct of your employees, contractors, or agents; and (v) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Processor, Card Network or card issuer). We may immediately remove such amounts from your Reserve Account and deduct the amounts owed for such liability to us from such Reserve Account funds.

If you have a dispute with one or more Participants, you release Legal.io from claims, demand and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. Legal.io reserves the right, but has no obligation, to become involved in any way with disputes between you and any other Participant. If you are a California resident, you agree to waive California Civil Code 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

7. Representation and Warranties

You represent and warrant to us that: (a) if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you've obtained and can evidence consent from your parent or legal guardian to your execution of this Agreement and use of the Platform Services in the manner prescribed by Legal.io; (b) you are eligible to register and use the Platform Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the information you submit as part of your registration is current, accurate, and complete; (d) any transaction submitted by you will represent a bona fide transaction for permitted products or services, or a charitable donation; (e) any transactions submitted by you will accurately describe the products or services sold and delivered to a purchaser, or a donation received for the purpose accurately described on your site or in your app; (f) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the Platform Services; (g) you will fulfill all of your obligations to each Participant with which you enter an Engagement and will resolve any dispute or complaint directly with the other Participant; (h) you and all Proposals, Engagements and transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (i) except in the ordinary course of business, no Proposal, Engagement or transaction submitted by you through the Platform Services will represent a sale to any principal, partner, proprietor, or owner of your entity; and (j) you will not use the Platform Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Platform Services.

8. No Warranties

THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SPECIFICATIONS AND RELATED CONTENT MADE AVAILABLE BY LEGAL.IO FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SPECIFICATIONS AND RELATED CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE PLATFORM SERVICES OR FROM (I) LEGAL.IO; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF LEGAL.IO; OR (III) ANY OF THE DISCLAIMING ENTITIES WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT LEGAL.IO HAS NO CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR, WHETHER PROVIDED THROUGH YOUR SITE OR APP OR OTHERWISE, WITH THE PLATFORM SERVICES, AND LEGAL.IO CANNOT ENSURE THAT ANY CUSTOMER WILL COMPLETE A TRANSACTION OR BE AUTHORIZED TO DO SO.

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE PLATFORM SERVICES IS ACCURATE, RELIABLE, OR CORRECT; THAT THE PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE PLATFORM SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT THE PLATFORM SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM SERVICES IS DOWNLOADED AT YOUR OWN RISK - YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LEGAL.IO WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9. Limitation of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A DISCLAIMING ENTITY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA OR LOST PROFITS, ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PLATFORM SERVICES, WITH THE DELAY OR INABILITY TO USE THE PLATFORM SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE THE PLATFORM SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE PLATFORM SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS.

THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PLATFORM SERVICES; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE PLATFORM SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM SERVICES; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM SERVICES; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM SERVICES; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

WITHOUT LIMITING ANYTHING TO THE CONTRARY, THE DISCLAIMING ENTITIES' CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO LEGAL.IO DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF THE DISCLAIMING ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Platform Services are controlled and operated from facilities in the United States. Except where expressly stated otherwise, we make no representations that the Platform Services are appropriate or available for use in other locations. Those who access or use the Platform Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Platform Services from, or on behalf of persons or entities (a) in a country embargoed by the United States, or (b) blocked or denied by the United States government. Unless otherwise explicitly stated, all materials contained in the Platform Services are solely directed to individuals, companies, or other entities located in the United States.

10. Disputes; Choice of Law; Jurisdiction and Venue

You agree that any disputes arising out of or relating to this Agreement or the Platform Services will be resolved in accordance with this Section 10.

This Agreement is governed by the laws of the State of California without regard to its choice of law provisions. The exclusive venue for any actions or claims arising under or related to this Agreement will be the state or federal courts located in San Francisco County, California. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.

Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

11. Right to Amend

We may modify this Agreement, the Specifications, the Policies, the Platform Materials, or the Platform Services at any time. We will post any modification to this Agreement onto the Site. Non-material modifications to this Agreement will take effect immediately. Any material modifications will become effective upon the earlier of posting it to our website located atwww.legal.io(such site, and any successor site, and any other websites through which we make the Platform Services available, the "Site") or otherwise communicating it to you in accordance with Section A.9, and you will be deemed to accept the modification if you use the Site or the Platform Services after it has been posted. What constitutes a material modification will be determined at Legal.io's sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications. Using any Platform Services or viewing any Content following such notification of a modification to this Agreement shall constitute your acceptance of this Agreement as modified. If you do not accept a modification to this Agreement, the Specifications, the Platform Materials, or the Platform Services, your sole remedy is to contact us and close your account. Except as expressly provided above, no modification or amendment of this Agreement will be binding on us unless set forth in writing signed by us.

12. Assignment

Unless otherwise required by law or the ethics rules governing the legal profession, you agree that your Account, this Agreement and any rights or licenses granted hereunder may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction upon notice to you or where substantially all of our assets are sold. Any attempt by you to assign this Agreement, or any rights or licenses granted herein, without our express written consent will be null and void.

13. Change of Business

You agree to give us at least 30 days prior notification of your intent to change your current product or services types, or your trade name. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets not later than 3 days after you obtain knowledge of it.

14. Parties

This Agreement binds you and your respective representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind us in any respect whatsoever.

15. Third Party Content and Links to Other Websites

By using the Platform Services, you will be able to access and may be offered Content belonging to or originating from third parties ("Third Party Content") that utilize, integrate, or provide services related to the Platform Services. Your use of the Platform Services is consent for us to present this Content to you. You will be responsible for reviewing and understanding the terms and conditions associated with such Third Party Content. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content. Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.

These links are provided as a convenience to Participants. We have no control over third party websites or content, services, or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt, recommend, approve, or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by other parties. We expressly disclaim all responsibility and liability for Third Party Content. Please remember that when you use a link to go from our Site to any Third Party Content, our Privacy Policy is no longer in effect. Your browsing and interaction with any Third Party Content, including those that have a link on our website, is subject to that Third Party Content's own terms and policies.

16. Copyright Complaints

16.1 Investigation of suspected infringement. will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under applicable intellectual property law and this Agreement where it believes an infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating Accounts and access to the Platform Services.

16.2 Termination of Repeat Infringer Accounts. We respect the intellectual property rights of others. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we reserve the right to terminate a Participant's access to and use of the Service if, under appropriate circumstances, the Participant is determined to be a repeat infringer of the copyrights or other intellectual property rights of Legal.io or others. We may terminate access for Participants who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

16.3 Notify us of possible infringement. If you believe that material located via the Platform Services violates your copyright, you must submit your notice in writing to the attention of "Copyright Infringement" care of [email protected] and include in your notice a detailed description of the alleged infringement sufficient to enable Legal.io to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing your copyright. If you are uncertain whether an activity constitutes infringement, we recommended seeking the advice of an attorney.

16.4 Response to removal of copyrighted material. we remove or disable access to Content in response to a notice of infringement, we will make reasonable attempts to contact the Participant who submitted the affected Content by means of the email address(es) held in the Participant's Account.

16.5 Counter-Notices. If after such removal you feel that your Content is not infringing, you may provide us with a counter notice in writing to the attention of "Copyright Infringement Counter Notification" at [email protected]. You must include in your counter notice sufficient information to enable Legal.io to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) if you materially misrepresent that your Content is not infringing the copyrights of others.

17. Responding to Legal Process

We may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that we believe to be valid. We may deliver or hold any funds or, subject to the terms of our Privacy Policy, any information as required under such Legal Process, even if you are receiving funds on behalf of third parties. Where permitted, we will use reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Legal Process.

18. Entire Agreement

This Agreement constitutes the entire agreement between you and Legal.io with respect to the provision of the Platform Services. In the event of a conflict between this Agreement and any other agreement or policy relating to the subject matter herein, this Agreement will prevail. These terms and conditions describe the entire liability of Legal.io, and our vendors and suppliers (including processors), set forth your exclusive remedies with respect to the Platform Services, and define your access and use of the Platform Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement will survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections B(3) ("Participant Conduct"), B(4) ("Your Data Security Obligations"), B(8) ("Privacy of Others"), D(6) ("Charges and Fees"), E(2) ("Ownership"), E(5) ("Effects of Termination"), E(6) ("Your Liability"), E(8) ("No Warranties"), E(9) ("Limitation of Liability and Damages"), E(10) ("Disputes; Choice of Law; Jurisdiction and Venue"), E(14) ("Parties"), E(17) ("Responding to Legal Process"), E(18) ("Entire Agreement"), E(19) ("Survival"), and relevant sections of the Payment Services Agreement.

Under California Civil Code Section 1789.3, users of the Site, Application or Platform Services who are from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.Questions: If you have any questions about this Agreement or the Site, Application or Platform Services, please contact Legal.io at [email protected].

Legal.io Payments Terms of Service

The Terms and Conditions described here constitute a legal agreement ("Agreement") among the sole proprietor or business listed as the "Merchant" in the Legal.io Payments service registration page, (the "Merchant" on the registration page, sometimes referred to as "you," "your", "user"), Lextronica Inc. ("Legal.io"), Stripe, Inc. ("Stripe"), and Wells Fargo Bank, N.A. ("Wells Fargo", collectively with Legal.io and Stripe referred to as "we", "our" or "us").

A. The Legal.io Payments Service (the "Service")

Our Role. The Legal.io Payments service ("Legal.io Payments" or the "Service") is a payment service that helps you accept and process credit card, debit card and other types of card payments (collectively "cards") from your customers in exchange for your products and services for internet-based transactions ("Card Not Present Transactions" or "CNP Transactions"). Stripe provides the payment services to you on behalf of Legal.io. Neither Legal.io nor Stripe is a bank or a money services business ("MSB") nor do they offer banking or MSB services as defined by the United States Department of Treasury. In addition, we do not assume any liability for the products or services purchased using our Service. You will be required to register for a service account to use the Service (see "Getting a Service Account" below). This account allows you to review card transactions that are in the process of settling from Payment Networks (as defined below) and us to your designated settlement bank account.

Our Software. Stripe and Legal.io provide the payment software to enable you to use the Service. We reserve the right to require you to install or update any and all software updates to continue using the Service. The foregoing offering is separate and distinct from the Legal.io Platform Services and other services that are provided by Legal.io under separate terms and conditions, which are independent of this Agreement.Our Service also includes software to help you manage recurring and subscription billing charges for your products and services. It is your responsibility to obtain your customers' consent to be billed on a recurring basis in compliance with applicable legal requirements and Visa Europe Ltd, Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, "Visa") and MasterCard International Incorporated ("MasterCard"), Discover, American Express or other applicable card network (collectively, the "Payment Networks") payment rules.

Authorization for Handling of Funds. By accepting this Agreement, you authorize Wells Fargo to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Payment Networks. You further authorize Stripe, on behalf of Legal.io, to instruct Wells Fargo in the manner of how your card transaction settlement funds should be disbursed to you (such as by ACH credit transaction or sending you a paper check payable to you) and the timing of such disbursements. You also authorize Wells Fargo to hold settlement funds in a deposit account at Wells Fargo pending disbursement of the funds to you in accordance with the terms of this Agreement. You agree you are not entitled to any interest or other compensation associated with the settlement funds held in the deposit account at Wells Fargo pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest or grant any security interest or lien in the settlement funds or the deposit account at Wells Fargo. From time to time, we may make available to you information in the Service Account regarding anticipated settlement amounts that we have received on your behalf from the Payment Networks and are being held by us pending settlement. The settlement information reflected in the Service Account is for reporting and informational purposes only, and does not create any ownership or other rights in settlement funds, which are provisional credits only, until such funds are credited to your designated bank settlement account. Your authorizations set forth herein will remain in full force and effect until your Service Account is closed or terminated.

Payment Methods. The Legal.io Payments card processing service supports any U.S.-issued card and most non-U.S. issued cards with a Payment Network logo, including credit, debit, pre-paid, or gift cards. Legal.io will only process card transactions that have been authorized by the applicable Payment Network or card issuer. You are solely responsible for verifying the identity of users and of the eligibility of a presented payment card used to purchase your products and services, and Legal.io does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged back (See Chargebacks section below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Legal.io may add or remove one or more types of cards as a supported payment card any time without prior notice to you.

Customer Service. Stripe and Legal.io will provide you with customer service to resolve any issues relating to your Service Account, your card payment processing and use of our software, and the distribution of funds to your designated bank settlement account. You and you solely, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers' cards through the Service.

Taxes and Reporting. It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports (including, e.g., 1099 forms) to tax authorities regarding transactions that we process and merchants to which we provide card payment services.Pursuant to the Internal Revenue Code, merchant acquiring entities and third party settlement organizations are required to file an information return with the IRS for each calendar year, reporting all payment card transactions and third party network transactions with merchants occurring in that calendar year as required by law.

Security. Legal.io and Stripe maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.

Data Security. You are fully responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as "Data") on your website. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards ("PCI-DSS") and the Payment Application Data Security Standards ("PA-DSS"), as applicable. You agree to promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS if requested by us. You also agree that you will use only PCI-compliant service providers in connection with the storage, or transmission of Card Data, defined as a cardholder's account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council's website. It is your responsibility to comply with these standards.

Audit Right. If we believe that a security breach or compromise of data has occurred, Legal.io may require you to have a third party auditor that is approved by Legal.io conduct a security audit of your systems and facilities and issue a report to be provided to Legal.io, financial banks, and the Payment Networks.

Privacy. Your privacy and the protection of your data are very important to us. Legal.io works with Stripe to provide the Legal.io Payments service, and both Legal.io and Stripe may collect or receive certain personal data about you and your customers. For more information about Legal.io's privacy practices, you should reviewour Privacy Policyand for more information about Stripe's privacy practices, you should reviewhttps://stripe.com/us/privacyReviewing these policies will help you understand how we collect, use and safeguard the information you provide to us.

Privacy of Others. You represent to us that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to us, or allow Legal.io or Stripe to collect, use, retain and disclose any Cardholder Data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means, and that we will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we are processing credit card transactions for you and obtaining Data from such customers. We will provide some or all of the Service from systems located within the United States or countries outside of the United States. As such, it is your obligation to disclose to your customers that Cardholder Data may be transferred, processed and stored outside of the United States and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable law.If you receive information about others, including Cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the Service.You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by the buyer customer.

Restricted Use. You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to Cardholders,(ii) submit any card transaction for processing that does not arise from your sale of goods or service to a buyer customer, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent card transaction, or (v) use your Service Account or the Service in a manner that Visa, MasterCard, American Express, Discover or any other Payment Network reasonably believes to be an abuse of the Payment Network or a violation of Payment Network rules.You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access our systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from us; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.

Suspicion of Unauthorized or Illegal Use. We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this Agreement, any other Legal.io or Stripe agreement, or exposes you, other Legal.io Payments users, our processors or Legal.io or Stripe to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, or your Service Account if we reasonably suspect that your Service Account has been used for an unauthorized, illegal, or criminal purpose.

Payment Network Rules. The Payment Networks have established guidelines, bylaws, rules, and regulations ("Payment Network Rules"). You are required to comply with all Payment Network Rules that are applicable to merchants. You can review portions of the Payment Network rules at Visa and MasterCard. The Payment Networks reserve the right to amend the Payment Network Rules. Stripe, acting on behalf of Legal.io, reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.

Disclosures and Notices. You agree that Legal.io can provide disclosures and notices, including tax forms such as the IRS form 1099-K, regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your Service Account, or mailing them to the address listed in your Service Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.

B. Getting a Service Account

Registration. The Service is only made available to persons in the United States that operate a business selling goods and services, and the Service is not made available to persons to accept card payments for personal, family or household purposes. To use Legal.io Payments for your business, you will first have to register for a Legal.io Payments service account ("Service Account"). When you register for a Service Account, we will collect basic information including your name, company name, location, email address, tax identification number and phone number.You may choose to register as an individual (sole proprietor) or as a company or other business organization. If you register as a company or business, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term "you" will mean you, the natural person, as well as the business you represent. You understand that by registering for a Service Account, you may also be registering for a Stripe Account, and that information you provide to Legal.io Payments for the purpose of opening a Service Account may be provided to Stripe for the purpose of establishing your Stripe Account.

Company Descriptions and Site URL. As part of your registration, you must provide the name under which you do business (which may be the business's legal name or a "doing business name") (e.g. Be Legal), and a billing descriptor. These two fields and your site URL (eg. www.be.legal may appear in your customers' credit or debit card statements. To avoid customer confusion and transaction disputes, it is important that you enter a description that clearly identifies your business. You agree to indemnify us from any costs from disputes due to your failure to do so.

Verification and Underwriting. To verify your identity, we will require additional information including your business EIN or Tax ID, social security number, and date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, reseller authorization or distributor information, a driver's license or other government issued identification, or a business license. We may ask you for financial statements. We may request your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your Service Account. You authorize us to retrieve additional information about you from third parties and other identification services. Legal.io may use your information to apply for card merchant acquiring accounts on your behalf with certain Payment Networks (such as American Express).

After we have collected and verified all your information, Legal.io will review your account and determine if you are eligible to use the Service. Legal.io may also share your information with our payment processors (such as Wells Fargo), each of which may also make a determination regarding your eligibility. We will notify you once your account has been either approved or deemed ineligible for use of the Service.

By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for a Service Account.

You agree that Legal.io is permitted to contact and share information about you and your application (including whether you are approved or declined), and your Service Account with the payment processor, including Wells Fargo. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Legal.io's risk management process.

Service Account - US only. By registering for a Service Account, you are confirming to be either a legal resident of the United States, a United States citizen or a business entity authorized to conduct business by the state in which you operate. The Service and your Service Account may only be used in the fifty states of the United States of America and the District of Columbia. You may not export the Service directly or indirectly, and you acknowledge that the Service may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).By accepting this Agreement you confirm that you will satisfy these requirements.

Prohibited Businesses. There are certain categories of businesses and business practices for which the Services cannot be used ("Prohibited Businesses"). Many of these Prohibited Business categories are imposed by Card Network rules or the requirements of banking providers or processors. A list is maintained here: Prohibited Businesses

By registering a Service Account, you confirm that you will not use the Services in connection with any of the Prohibited Businesses. If you are uncertain as to whether a business is a Prohibited Business, or have questions about how these requirements apply to your business, please contact us.By accepting this Agreement you confirm that you will satisfy these requirements and will continue to do so in connection with your use of the Service.

C. Processing Card Transactions and Receiving Your Funds

Processing Card Transactions. You agree that you will honor all eligible cards presented for payment by your customers for your goods and services in accordance with the Payment Network rules, this Agreement and any operating guides that we may provide you from time to time. You agree that you will obtain an authorization from the Payment Network(s) for each card transaction, as required under the Payment Network rules, and will not submit a card transaction for settlement where there is a negative authorization or the card is otherwise expired. You acknowledge that the existence of an affirmative authorization from us or the Payment Networks does not mean that a particular card transaction will not be subject to Chargeback, Reversal or Claim at a later date.You will not impose any fee or surcharge on a customer that seeks to use an eligible payment card. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under Payment Network rules and applicable law.You will display all Payment Network marks in accordance with the rules and procedures of the Payment Networks, and will use such marks only to indicate that you accept their cards for payment.

Payouts and Transaction History. We will pay out funds settling from the Payment Networks to your designated bank settlement account in the amounts actually received (less our Fees as defined below) for card transactions submitted to our Service. The payouts will be made to the bank account ("Bank Account") you provide for your Service Account. The Bank Account must be an account located at a bank in the United States and held in the name of the business. You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Payment Networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule as defined below.Notwithstanding the foregoing, you acknowledge that all credits for funds provided to you are provisional and subject to reversal including without limitation if there are adjustments for inaccuracies and errors (including rejects) and Chargebacks, Reversals or Claims in accordance with this Agreement and the Card Network payment rules, whether or not a transaction is charged back by the issuer of the Card or the Cardholder. Accordingly, you authorize us to initiate reversal or adjustment (debit or credit) entries to the Bank Account and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse provisional credit for any transaction.After each payout of card settlement funds to your Bank Account, we will update information in your Service Account to reflect settlement. Information regarding your card transactions processed and settled with the Services ("Transaction History") will be available to you when you login to our website using your Service Account. While we will provide access to a Transaction History on our website, except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Service Account, your Transaction History and your use of the Service.

Payout Schedule. Payout schedule refers to the time it takes for us to initiate a transfer to your Bank Account of settlement funds arising from card transactions processed through the Service ("Payout Schedule"). Once your bank account information has been reviewed, Stripe, on behalf of Legal.io, will initiate transfer of settlement funds (net of Fees, Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to our website using your Service Account. The settlement funds should normally be credited to your Bank Account within 1-2 days of us initiating the payout. We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you in your Bank Account.

Stripe, on behalf of Legal.io and/or Wells Fargo reserves the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Service or if required by law or court order.

Reconciliations and Errors. Your Transaction History will be available to you when you login to our website using your Service Account. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual card payment transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will transfer funds to your Bank Account in the next scheduled payout. Your failure to notify us of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your card payments.If you submit or cause us to process transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your Service Account as appropriate. Legal.io will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

Refunds and Returns. By accepting these terms of service, you agree to submit any and all refunds and adjustments for returns of your products and services through the Service to the Cardholder's card in accordance with the terms of this Agreement and Payment Network Rules. Payment Network Rules require that you will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (iv) not accept cash or any other item of value for preparing a Card sale refund.

Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other charges. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. Refunds processed though the Service must be submitted within sixty (60) days of the original transaction but in all cases, within three (3) days of approving the Cardholder refund.

For processed refunds, we, will deduct the refund amount (including any applicable Fees) from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account (as defined below). If these funds are not sufficient, you authorize us, to initiate an ACH debit entry to your Bank Account in the amount necessary to complete the refund transaction to the Cardholder's card. In the event we cannot access your Bank Account by means of ACH debit entry, you agree to pay all funds owed to us upon demand. You are solely responsible for accepting and processing returns of your products and services; we have no responsibility or obligation for processing such returns.

Chargebacks. A Chargeback (defined below in Section D(6)) is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for: (i) customer disputes, (ii) unauthorized or improperly authorized transactions, or (iii) transactions that do not comply with Payment Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious, or (iv) any reversals for any reason by the Network, our processor or acquiring bank, or the Cardholder's card issuing financial institution.When a Chargeback is issued, you are immediately liable to Legal.io for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Payment Networks or our payment processors). You agree that we may recover these amounts by means of ACH debit of your Bank Account associated with your Service Account, debiting your Reserve Account, or setting off any amounts owed to you by us. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer's complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.

Contesting your Chargebacks. You or Legal.io may elect to contest Chargebacks assessed to your account. Legal.io may provide you with assistance including notifications and software to help contest your Chargebacks. We do not assume any liability for our role or assistance in contesting Chargebacks.You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with the Cardholder, the Cardholder's financial institution, and your financial institution to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.If the Cardholder's issuing bank or the Payment Network does not resolve a dispute in your favor, we may recover the Chargeback amount and any associated fees from you as described in this Agreement.We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.

Excessive Chargebacks. At any point, Legal.io, Stripe, Wells Fargo, the Payment Networks, or our payment processor(s) may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Service, including without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable Fees, (iii) delays in your Payout Schedule, or (iv) possible suspension or termination of your Service Account and the Service. The Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.

Fees. You agree to pay the fees ("Fees") assessed by us to you for providing the payment services described in this Agreement. These fees will be calculated pursuant to the Fee Schedule incorporated into this Agreement.We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to you.You acknowledge that you are also responsible for any penalties or fines imposed on us or directly on you by any Payment Network or financial institution as a result of your activities.

Our Collection Rights. To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of card transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may charge or debit the bank account or credit card registered in your Service Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.Additionally, we may require a personal guaranty from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees and convenience fees and other third parties charges.You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Legal.io by you. Such communication may be made by Legal.io or by anyone on its behalf, including but not limited to a third party collection agent.

Reserves. Funds held in reserves are amounts of money set aside to cover Chargebacks, refunds, or other payment obligations under this agreement (a "Reserve Account"). We, in our discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in the Reserve Account. We, in our discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors.We may require you to fund the Reserve Account by means of: (i) any funds payouts made or due to you for card transactions submitted to the Service, or, or (ii) amounts available in your Bank Account by means of ACH debit to that Bank Account, or (iv) other sources of funds associated with your Service Account; or (iv) requesting that you provide funds to us for deposit to the Reserve Account.You agree that you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account, that you have no right to direct that account, that you have no legal interest in those funds or that account and that you may not assign any interest in those funds or that account.

Security Interest. You grant us a lien and security interest in the Reserve Account, all Card transactions (including future Card transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.

D. Termination and Other General Legal Terms

Term. The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by Legal.io, Stripe, or Wells Fargo.

Termination. You may terminate this Agreement by de-activating your Service Account at any time by following the instructions on our website in your Account Profile. If you deactivate your Service Account, you may re-activate your Service Account at any time by following the instructions on our website and agreeing to the Payments Terms of Service. We may terminate this Agreement and close your Service Account at any time for any reason effective upon providing you notice in accordance with Section A16 above. We may suspend your Service Account and your access to the Service and any funds in your Service Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your Service Account, including without limitation significant credit or fraud risk, or for any other reason; or (ii) you do not comply with any of the provisions of this Agreement, (iii) upon request of an Organization or the a card issuer. Termination of your Service Account does not terminate your separate account with Stripe or the Legal.io Merchant Agreement.

Effects of Termination. Upon termination and closing of your Service Account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Service. You will not be refunded the remainder of any fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody will be paid out to you subject to the terms of your payout schedule.Termination does not relieve you of your obligations as defined in this Agreement and we may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.Termination of this Agreement will not necessarily terminate your Legal.io Merchant Agreement, unless Legal.io informs you otherwise.Upon termination you agree: (i) to immediately cease your use of the Service (ii) to discontinue use of any Legal.io or Stripe trademarks and to immediately remove any Legal.io or Stripe references and logos from your Site (iii) that the license granted under this Agreement shall end, (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (v) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data.

Your License. We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by us. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when we make these updates available.

Ownership. The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trademarks or service marks.For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

Your Liability. You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Service. You agree to reimburse your customer, Legal.io, Stripe, Wells Fargo and any third party designated by Legal.io, Stripe or Wells Fargo for any and all such liability. "Chargeback" means a request that a buyer customer files directly with his or her card company or card issuing bank to reverse or invalidate a processed payment. "Claim" means a challenge to a payment that you or a buyer customer files directly with Legal.io. "Reversal" means Legal.io or Stripe reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by (i) Legal.io, Stripe or Wells Fargo; (ii) the processors, suppliers or licensors of Legal.io, Stripe or Wells Fargo; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above, (c) the sender of the payment did not have authorization to send the payment (for example: the buyer used a card that did not belong to the buyer), (d) you received the payment for activities that violated this Agreement or any other Legal.io or Stripe agreement, or (e) we decided a Claim against you.We will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with us by you or your customers. You will be required to reimburse us for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to us.Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Legal.io, Stripe, Wells Fargo and their respective employees and agents (collectively "Disclaiming Entities") from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any provision of this Agreement, and/or (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys' fees; (iii) your, or your employee's or agent's, negligence or willful misconduct; or (iv) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Payment Network or Issuer).If you are liable for any amounts owed to us, we may immediately remove such amounts from your Reserve Account and deduct the amounts owed to us from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add additional funds to your Reserve Account to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.

Representation and Warranties. You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.

No Warranties. THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) LEGAL.IO, STRIPE OR WELLS FARGO; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF LEGAL.IO, STRIPE OR WELLS FARGO; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE "DISCLAIMING ENTITIES" AND INDIVIDUALLY A "DISCLAIMING ENTITY"), WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER LEGAL.IO, STRIPE NOR WELLS FARGO WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability and Damages. IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION 8 ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION 8 ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR SERVICE ACCOUNT OR THE INFORMATION CONTAINED THEREIN.THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 9, THE DISCLAIMING ENTITIES' CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO LEGAL.IO DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF LEGAL.IO, STRIPE OR WELLS FARGO HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.The Service is controlled and operated from its facilities in the United States. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

Disputes; Choice of Law; Jurisdiction and Venue. You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section 10.This Agreement is governed by the laws of the State of California (without regard to its choice of law provisions). The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in San Francisco County, California. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. You and we each represent to the other that this waiver is knowingly, willingly and voluntarily given. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Right to Amend. We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.

Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.

Change of Business. You agree to give us at least 30 days prior notification of your intent to change your current product or services types, your trade name or the manner in which you accept payment. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.

Parties. This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.

Third Party Services and Links to Other Web Sites. You may be offered services, products and promotions provided by third parties and not by us. If you decide to use these Third Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. The Legal.io website may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, recommendation by us. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website's own rules and policies.

Force Majeure. No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D6, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.

Entire Agreement; Remedies. These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you, Legal.io, Stripe and Wells Fargo with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Legal.io or Stripe agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Legal.io, Stripe, Wells Fargo and our vendors and suppliers (including processors) and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.

Survival. In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(3), A(4), A(12), C(4), C(5),C(6),C(9), C(10),C(11), C(12), D(3), D(5), D(6), D(8), D(9), D(10), D(17), D(18) and D(19).

Organization Disclosure. The Wells Fargo mailing address is Wells Fargo Bank, 1200 Montego Way, Walnut Creek, CA 94598 and its phone number is 1-800-451-5817. Wells Fargo discloses that: (a) it is the only entity approved to extend acceptance of Organization products directly to you; (b) it must be a principal to this Agreement; (c) it is responsible for educating you on pertinent Payment Network rules with which you must comply, but this information may be provided to you by Legal.io or Stripe; (d) it is responsible for and must provide settlement funds to you; and (e) it is responsible for all funds held in reserve that are derived from settlement.

Legal.io Marks Usage Agreement

You may use the Legal.io name and logo ("Legal.io Marks") to let your customers know that Legal.io ("we", "us", "our") provides platform services for your business.

The Legal.io Marks are important assets of Legal.io's business, and they are protected by US and international copyright and trademark laws. By using them you agree as follows:

• We grant you permission to use the Legal.io Marks on a non-exclusive, non-transferable basis. This permission may be revoked at any time at our discretion. Of course, we don't expect to do this without a good reason.
• You may only use the Legal.io Marks on that portion of your website or application that directly relates to platform services that we provide you. You won't imply any relationship with Legal.io other than the one that actually exists.
• Legal.io may provide you with style or usage guidelines from time to time, including such things as size, color or placement. Unless we agree otherwise, you will use the Legal.io Marks only in a way that is consistent with those guidelines. You will update your use of the Legal.io Marks to conform to changes in the guidelines within a reasonable time after we provide you notice of the change.
• You may not use the Legal.io Marks or the word "Legal.io", any confusingly similar name or trademark, in a third party service name or publication title; in, as, or as part of your own service or marks; to identify products or services that are not Legal.io's; in a manner likely to cause confusion; in a manner that implies inaccurately that Legal.io sponsors, endorses, or is otherwise connected with, your own activities, products, and services; as hidden or embedded text in web pages; or in a manner disparaging of Legal.io or the Platform Services.
• You will not display, copy, modify or transmit the Legal.io Marks in any way except as described in this Agreement or otherwise agreed in writing by Legal.io, Inc.