Terms & Conditions
Subject to the conditions set forth herein, Lawyer may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Lawyer will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Lawyer, lawyer will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
YOU UNDERSTAND THAT BY USING THE PLATFORM OR PLATFORM SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 18 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 18). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE PLATFORM OR THE PLATFORM SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS MAY BE PERMITTED HEREIN.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ORGANIZATION OR LAW FIRM, OR IN CONNECTION WITH PROVIDING OR RECEIVING LEGAL SERVICES ON BEHALF OF AN ORGANIZATION OR LAW FIRM, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION OR LAW FIRM TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ORGANIZATION OR LAW FIRM TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ORGANIZATION OR LAW FIRM.
- Scope of Platform Services
- Lawyer Accounts
- Relationships on the lawyer Platform
- Platform and Service Fees & Payment Terms
- Records of Compliance
- Warranty, Liability and Release
- Access to our Website and Platform
- User-Generated Content
- Terms Specific to Lawyers
- Right to Refuse
- Reviews, Ratings, Comments and Other Content
- Intellectual Property
- . Electronic Communications
- Term and Termination
- Disputes and Dispute Resolution
The following terms are used throughout these Terms and have the specific meaning provided below:
“Account” means any User account on the Lawyer Platform;
“Application” means, collectively, the Lawyer Website together with any applicable mobile, tablet, or other smart-device applications and application program interfaces and all associated services;
“Aggregate Information” means information about Users we may collect we collect to create information that is aggregated and anonymized information that cannot be used to identify any natural person or Organization (including a Law Firm), in order to develop statistics and analytics about our Platform and improve the experience for Users on our Platform and the delivery of all services through our Website or Application. Though Aggregate Information may be derived from Personal Information, it is not Personal Information because it cannot be used to identify any natural person or Organization;
“Client” means the individual or Organization that requested the Services determined as follows: (i) if the user has requested services for his or herself, then Client means that individual who specifically requested the Services over the Platform; (ii) if the Account was created by a representative of an Organization, then the Client means that Organization;
“Code” means the code(s) of ethical or professional conduct applicable to the Lawyer in the jurisdiction in which Legal Services are provided;
“Default Retainer” means the most recent version of the default limited scope retainer applicable to the provision of Legal Services to a Client by a Lawyer over our Platform on our Website at the following link: www.lawyer.ca/retainer;
“Fixed-Fee Listing” means one or more Legal Services listed by a lawyer over the Platform in which the Lawyer has stated a fixed price applicable to the services stated in that listing and is available for a Client User to select over the Platform;
“including” or “include(s)” as used herein means including, without limitation;
“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, province, country, territory or other jurisdiction;
“Job(s)” means an engagement for Legal Services that a Lawyer provides to a Client under a Legal Services Contract which originated from initial contact or discovery on the Platform;p>
“Lawyer” means the individual that the Client agreed to work with over the Platform based on the Client’s indication to “book” such individual through the Application;
“Law Firm” means the partnership or limited liability partnership, or other Organization, in which a Lawyer practices, if and as applicable;
“Legal Services” means any legal services contemplated by a scope of work provided by a Lawyer to a Client within a Quote or the description of the legal services in a Fixed-Fee Listing, including any amended or supplemented services as may be requested by the Client and agreed to be delivered by the Lawyer over the Platform;
“Legal Services Contract” means an agreement by a Lawyer to provide Legal Services to a Client pursuant to a Default Retainer, unless otherwise agreed, and wholly or partially on the Platform in accordance with the Terms of Service;
“Member” means any Client, Lawyer, Law Firm or other Organization that has an account on our Platform;
“Organization” means any person other than a natural person, including a corporation, association (whether incorporated or unincorporated), society, partnership, limited partnership, trust, mutual fund, charity, or not-for-profit other than any governmental entity;
“Platform” or “lawyer Platform” means the Application, Website, and any associated services provided by lawyer;
“Payments Data Controller” means Stripe, Inc. and its affiliates, including Stripe Payments Canada, Ltd. (collectively, “Stripe”), the third-party payments service provider that is responsible for your Personal Information relating to the Payments Services which enables Clients to pay for Legal Services from Lawyers over the Platform;
“Payments Services” means the services provided by the Payments Data Controller in order to complete financial transactions over our Platform via the application-programming interface provided by the Payments Data Controller;
“Terms of Service” means the most recent version of the lawyer terms of service applicable to the Application as then posted on the Site at the following link: www.lawyer.ca/terms;
“User”, “you”, or “your” refers to the individual that has visited the Website and/or Application and requested the Legal Services over the Platform;
“User Content” means any comments, remarks, data, feedback, content, files, documents, text, photographs, images, video, music, or other information that you or any visitor or User post to any part of the Platform or provide to the Company, including such information that is posted as a result of questions; and
“Website” means the Lawyer website located at www.lawyer.ca and web-application, including any subdomains thereof, and any other websites through which Lawyer makes its services available.
2. Scope of Platform ServicesSection 2 discusses what Lawyer does and does not do when providing the Platform and Platform Services and some of your responsibilities when using the Platform to provide or enter into a Legal Services Contract as a Lawyer or Client, as detailed below.
2.1 Purpose of Lawyer
Lawyer is not a law firm and is not authorized to directly provide Legal Services to Clients. We provide an online marketplace that enables Clients to easily, transparently and conveniently identify and hire local Lawyers over our Platform. You do need not to download or license any Lawyer software to advertise, provide or obtain Legal Services over our Platform. Our Platform provides features to allow Clients and Lawyers to access, communicate and collaborate with each other to buy and sell Legal Services online.
Subject to the Terms of Service, Lawyer provides the Platform Services to Users, including hosting and maintaining the Website, facilitating the formation of Legal Services Contracts, and assisting Users in resolving disputes which may arise in connection with those Legal Services Contracts. When a User enters a Legal Services Contract, the User uses the Website to invoice and pay any amounts owed under the Legal Services Contract.
The Platform may include general information on commonly encountered legal issues. At no time does Lawyer review your answers for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. Lawyer is not a law firm and may not perform services performed by an attorney. At no time is a lawyer-client relationship fostered or created with Lawyer. Any information publicly provided on our Platform is not a substitute for the advice or services of a Lawyer.
2.2 Relationship with Lawyer
Lawyer merely makes the Platform and Platform Services available to enable Lawyers and Clients to find and transact directly with each other online. Lawyer does not introduce Lawyers to Clients, find projects or matters for Lawyers, or find Lawyers for Clients. Through the Platform and Platform Services, Lawyers may be notified of Clients that may be seeking the Legal Services a Lawyer or Law Firm offers, and Clients may be notified of Lawyers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any project, Client or Lawyer on their own. If Users decide to enter into a Legal Services Contract, that agreement is directly between the Users and Lawyer is not a party to that Legal Services Contract.
Lawyers further acknowledge, agree, and understand that: (i) you are not an employee of Lawyer, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Lawyer will not have any liability or obligations under or related to any Legal Services Contracts and/or Legal Services for any acts or omissions by you or other Users; (iii) Lawyer is unable to and does not, in any way, supervise, direct, or control any Lawyer or Legal Services; does not impose quality standards or a deadline for completion of any Legal Services; and does not dictate the performance, methods or process a Lawyer uses to provide Legal Services; (iv) Lawyers are free to determine when and if to perform Legal Services, including the days worked and time periods of work, and Lawyer does not set or have any control over such Lawyer’s pricing, work hours, work schedules, or work location, nor is Lawyer involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Lawyer for a Jobs; (v) Lawyers will be paid at such times and amounts as agreed with a Client in a given Legal Services Contract, and Lawyer does not, in any way, provide or guarantee Lawyer a regular salary or any minimum, regular payment; (vi) Lawyer does not provide Lawyers with training or any equipment, labor, tools, or materials related to any Legal Services Contract; and (vii) Lawyer does not provide the premises at which Lawyers will perform any work. Lawyers are free to use subcontractors or employees to provide and deliver Legal Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Lawyer’s subcontractor(s) or employee(s). If a Lawyer uses subcontractors or employees, Lawyer further agrees and acknowledges that this paragraph applies to Lawyer’s relationship, if any, with that Lawyer’s subcontractors and employees as well and Lawyer is solely responsible for Lawyer’s subcontractors and employees.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose except as may be expressly provided in this Agreement, provided, if applicable, that Users comply with the Opt Out provisions described in Section 18.9. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
While we may help facilitate the resolution of disputes, Lawyer has no control over and does not guarantee (i) the quality, reliability, accuracy, or effectiveness of any Legal Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Lawyer or third party. Lawyer does not endorse any Lawyer or Fixed Fee Listing or Legal Services. Any references to a Lawyer being “verified” (or similar language) only indicates that the Lawyer has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Lawyer about any Lawyer’s ability or quality. You should always exercise due diligence and care when deciding whether to hire a Lawyer, accept a quote from a Client, or communicate and interact with other Users, whether online or in person.
2.3 Marketplace Feedback and User Content
You hereby acknowledge and agree that Users publish and request Lawyer to publish on their behalf information on the Platform about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Lawyers or Clients voluntarily submit to Lawyer and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Lawyer; we provide such information solely for the convenience of other Users, including clients.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Platform and you specifically request that Lawyer post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Platform. You acknowledge and agree that feedback results for you, including your Lawyer Ratings and Reviews, wherever referenced, and other User Content highlighted by Lawyer on the Platform or otherwise (“Composite Information”), if any, will include Client comments, Client ratings, indicators of Client satisfaction, and other feedback left exclusively by Clients, but only Clients a Lawyer has provided Legal Services to over the Platform. You further acknowledge and agree that Lawyer will make Composite Information available to Clients, including composite or compiled feedback. Lawyer provides its feedback system as a means through which Clients can share their opinions of other Lawyers publicly, and Lawyer does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
Lawyer does not generally investigate any remarks posted by Clients or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Lawyer is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, we reserve the right (but are under no obligation) to remove posted feedback or information that, in our sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with our business interests and the purposes of this Platform. You acknowledge and agree that you will notify us of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, we may rely on the accuracy of such information.
3. Lawyer Accounts
Section 3 discusses what a User must agree to before using the Platform or Platform Services and the different types of accounts that can be created on the Platform, as detailed in this section.
3.1 Registration and Acceptance
When you register for an Account to use the Platform or Platform Services, or by clicking to accept the Terms of Service when prompted on the Platform, you agree to abide by this Agreement and the other Terms of Service, as applicable.
If you create an Account as an employee or agent on behalf of an organization, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the Organization.
3.2 Account Types
There are two different Account types: Lawyers and Clients. Once you register for one Account type, you will not be able to add the other Account type under the same email address. A User may only be either a Lawyer or Client on our Platform. For example, if you already have a Lawyer Account (defined below), you cannot add a Client Account as a separate account type in settings without re-registering. The Lawyer would have to create a new Account with a different email address to be a Client on the Platform. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Platform or Platform Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
i. Client Accounts
An individual or an Organization may register for an Account or add an Account type to use the Platform and Platform Services as a Client (a “Client Account”). Only one User may be associated with a Client Account. However, any member of the Organization (a “Team Member”) may access the Client Account and has permission to act on behalf of the Client Account.
ii. Lawyer Accounts
You can register for an Account to use the Platform and Platform Services as a Lawyer (a “Lawyers Account”). A Lawyer can register an Account individually, if a sole proprietor, or as a member of a Law Firm, regardless of whether such Lawyer is a partner of such Law Firm. All Lawyer Accounts are subject to strict eligibility and qualification accounts as set out in this Agreement. If Lawyer at any time becomes aware that a Lawyer is practicing unauthorized or otherwise not in compliance with applicable law, we reserve the right to periodically or permanently remove your account from our Platform.
3.3 Account Eligibility
Lawyer offers the Platform and Platform Services as a means for consumers and businesses to transparently and conveniently connect with Lawyers to obtain Legal Services. Creating an Account to use our Platform is subject to the following eligibility restrictions.i. Client Accounts
To register for a Client Account or use the Platform and Platform Services as a Client, you must, and hereby represent that you: (a) are an individual or your have or are an employee or agent of and authorized to act for an Organization; (b) will use the Platform and Platform Services for your or your Organization’s legitimate legal affairs; (c) will comply with any licensing, registration, or other requirements personally or with respect to the Organization for which you are acting as you obtain Legal Services; and (d) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in your jurisdiction of residence) and can form legally binding contracts.ii. Lawyer Accounts
To register for a Client Account or use the Platform and Platform Services as a Client, you must be, and hereby represent and warrant that you: (a) are currently qualified and licensed as a Lawyer in at least one jurisdiction of Canada under applicable provincial or territorial legislation; (b) are a member in good standing of a provincial or territorial bar association or law society; (c) will comply with any licensing, registration, or other requirements personally or with respect to the Organization for which you are acting as you provide Legal Services, including but not limited to compliance with the Code applicable to you in all material respects; (d) are a member of a Law Firm or authorized to carry on business; (e) either you or your Law Firm in which you practice are covered under a policy of professional negligence and errors & omissions insurance, and have all required insurance coverage under the Code or other applicable legislation applicable to you or your Law Firm.3.4 Account Profiles
To register for an Account to join the Platform, you must complete a User profile (“Profile”). If you create a Lawyer Account, you consent to your profile be shown to other Users and the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Platform or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity, qualifications or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. If you do provide any false or misleading information, we reserve the right to revoke your account without advance notice.3.5 Account Permissions
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your Organization (including a Law Firm). By granting other Users permissions under your Account, including as a Team Member, you represent and warrant that (a) the User is authorized to act on your or the Organization’s behalf; (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account; and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Platform. Upon closure of an Account, we may close any or all related Accounts.
3.6 Identity and Location Verification
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your Organization on lawyer. The requirement for identification and location verification contained in our Terms of Service are to foster an environment of trust and protect the safety, privacy and security of all Platform Users.
You hereby authorize lawyer, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.3.7 Usernames and Passwords
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. We will assume that any person using the Platform with your username and password, either is you or is deemed to be authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
4. Relationships on the lawyer Platform
Section 4 discusses the relationship you may decide to enter into with another User on the Lawyer Platform, including Legal Services Contracts between Lawyers and Clients.
4.1 Legal Services on the Platform
When a Client decides to engage a Lawyer to obtain Legal Services, a contractual relationship is created directly between the Client and Lawyer (or Law Firm). The Legal Services Contract created when a Client hires a Lawyer on the Platform, whether through a Fixed-Fee Listing or custom Quote shall be governed by the Default Retainer, unless the Lawyer provides an alternate retainer. The Client and Lawyer have complete discretion both with regard to whether to enter into a Legal Services Contract with each other and with regard to the terms of any such contract, including the retainer agreement.
With respect to any Legal Services Contract, Clients and Lawyers may enter into any written agreements that they deem appropriate provided that any such agreements do not conflict with, narrow, or expand the Company’s rights and obligations under the Terms of Service.
You acknowledge, agree, and understand that Lawyer is not a party to any Legal Services Contract, that the formation of a Legal Services Contract between Users will not, under any circumstance, create an employment or other service relationship between Lawyer and any Lawyer.
4.2 Default Retainers
Unless the terms of engagement for Legal Services are varied by the Client and Layer, the Default Retainer shall apply to the lawyer-client relationship created over the Platform. The Default Retainer is provided as a default only and may not be appropriate or permitted in all jurisdictions or for all Legal Services Contracts. Users are responsible for complying with any local requirements of applicable law. We do not assume any responsibility for any consequence of using the Default Retainer. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore all Lawyers should consider their local jurisdiction and Code. Lawyer expressly disclaims any and all liability with respect to actions or omissions based on the Default Retainer.
4.3 Confidential and Privileged information
Lawyers are obligated to keep all Client and prospective Client information confidential under the professional Code between them. The interactions on the Platform between Clients and Lawyers is not intended to and will not affect the confidential and privileged nature of any legal advice or communications.Lawyer is not a party to any Legal Services Contract between the Lawyer and Client and therefore not privy to direct communication between the Users. The Company has a common interest with the Users of the Platform to protect the confidential and privileged status of any information or advice provided over the Platform. We intend to maintain the confidential and privileged status of communications within a Lawyer-Client relationship to the fullest extent permitted under applicable law. The fact that the Company may maintain confidential information, directly or indirectly, in a database maintained by the Company or a third-party provider, or the ability of the Company to create Aggregate Information or Composite Information about Users shall not constitute the waiver of any privilege inherent in a Lawyer-Client relationship.
If and to the extent that the Users do not articulate any different agreement, then they agree that the applicable provisions of the Default Retainer will apply to all communications on the Platform. Lawyer agree to abide by all applicable law, including their professional Code, with respect to the confidentiality of Client communications. Lawyers agree they will treat information received from a prospective Client whom they interact with but are ultimately not hired by confidentially as required by the professional Code(s). Clients acknowledge that Lawyers will be required to maintain certain communication for periods required by applicable law. If a Lawyer fails to uphold their obligation with respect to the protection of confidential information, the Company reserves the right to temporarily suspend or permanently delete the Lawyer’s Account and seem any other remedy which may be available under applicable Law.
4.4 Third Party Beneficiaries
It is the intent of the Company and Users who are Party to this Agreement that Users who have entered into Legal Services Contracts and who disclose or receive confidential or privileged information to another User are third-party beneficiaries of this Agreement with respect to this Section.
For disputes arising between Clients and Lawyers, Users agree to abide by the dispute process contained in these Terms in the Arbitration Provision, and to attempt to informally resolve any dispute first. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Lawyer will not and is not obligated to provide any dispute assistance beyond what is provided in these Terms.
If a Lawyer or Client intends to obtain an order from any arbitrator or any court that might directly involve the legal rights or obligations of the Company or our, that party will (a) give us at least ten business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting the Company, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
5. Platform and Service Fees & Payment Terms
This Section 5 describes what service and administration fees you agree to pay to the Company in exchange for Lawyer providing the Platform and Platform Services to you and what taxes we may collect, including your agreement to pay fees to Lawyers for Legal Services, as detailed below.
Lawyer may charge fees to Clients (“Client Service Fees”) and/or Lawyers (“Lawyer Service Fees”) (collectively, “Service Fees”) in consideration for the use of the Lawyer Platform, in addition to Lawyer collecting fees for Lawyers for the consideration of Legal Services (“Legal Fees”). More information about when Service Fees apply and how they are calculated are provided below.
5.1 Payment Agreements
Lawyer provides payment services to Users to deliver, hold, and/or receive payment for a Legal Services Contract, and to pay fees to the Company (the “Payment Services”). The Payment Services are intended for business use, and you agree to use the Payment Services for the purposes of obtaining or providing Legal Services over our Platform. Lawyer will use and release funds for Legal Fees and Service Fees only in accordance with this Agreement. Users hereby authorize and instruct Lawyer to act agent in connection with the payment, processing, and routing of funds for each Job upon completion of the Legal Services Contract. Lawyer is not a bank or escrow agent. We utilize the Payments Data Controller to process, route and deliver funds under applicable laws and regulations for the purposes of providing Payment Services between Lawyers and Clients for Legal Services provided on our Platform.
Lawyers and Clients are responsible for agreeing to the Legal Fees which the Client will pay the Lawyer for any Jobs completed over the Platform. This may include (i) any Legal Services Contracts where a Lawyer provides a Client with a Quote specific to a request for a quote from a Client over the Platform or (ii) instances where a Client selects a Lawyer’s Fixed-Fee Listing where the Lawyer has set the Legal Fees applicable to those particular Legal Services.
5.2 Service Fees for Lawyers
Lawyers pay Lawyer Service Fees for the use of the Platform. Lawyer charges Service Fees to Lawyers in accordance with these terms for using the Platform’s communication, invoicing, reporting, dispute resolution and payment services. The Service Fees (to use the Platform and Platform Services) are paid solely by Lawyer. When a Client pays a Lawyer for a Project or when funds related to a Project are otherwise released to a Lawyer, we will credit the Lawyer’s Account for the full amount paid or released, and then subtract and disburse to Lawyer any Service Fees. The Lawyer hereby irrevocably authorizes and instructs Lawyer to deduct the Service Fees for a Job and pay Lawyer on the Lawyer or Law Firm’s behalf.
5.3 Payment Processing and Administrative Fees
Lawyers pay Lawyer a fee for payment processing and administration related to the processing of Legal Fees paid by Clients through the Platform. These Service Fees are equivalent to 2.9% of the value of the Legal Services plus $0.30.
5.4 Disbursement Fees
Lawyers may pay Lawyer a disbursement fee for remitting payments to their preferred payment method (a “Disbursement Fee”). The Disbursement Fee is paid to the Company in consideration of costs incurred and administration of disbursements via the disbursement method requested by the Lawyer or Law Firm and varies by disbursement method. The Disbursement Fee for each disbursement method will be listed under Fees and Schedules on the Platform and revised from time to time. Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Lawyer.
Lawyers acknowledge and agree that the Lawyer is solely responsible (a) for all tax liability associated with payments received from Clients through the Lawyer Platform, and that Lawyer will not withhold any taxes from payments to the Lawyer (or its Law Firm); (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Lawyer is not covered by or eligible for any insurance from Lawyer; (c) for determining whether Lawyer is required by applicable law to issue any particular invoices for the Legal Fees and for issuing any invoices so required; (d) for determining whether Lawyer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Legal Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if for determining if Lawyer is required by applicable law to withhold any amount of the Legal Fees and for notifying Lawyer of any such requirement and indemnifying the Company for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Lawyer, Lawyers agree to promptly cooperate with Lawyer and provide copies of the Lawyer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Lawyer is engaging in an independent business as represented to Lawyer.
5.6 Client Payments and Authorizations
For custom Quotes, Hourly Contracts or Fixed-Fee Listings, Lawyer will invoice the Client on a Monthly basis through Lawyer, and Client will pay invoices consistent with this Agreement. For Fixed-Fee Listings, Client becomes obligated to make payment for the Legal Services immediately upon booking a Fixed-Fee Listing. For Quotes, the Client is obligated to immediately make payment from the bank account or credit card on file once the Lawyer has indicated that the Legal Services have been completed.
The Client hereby authorized Lawyer to both complete a credit card pre-authorization for any Legal Fees applicable to a Quote or Fixed-Fee Listing when the Client decides to hire or book a Lawyer over the Platform (a “Pre-Authorization”). The purpose of the Pre-Authorization is to increase trust through the Platform and ensure that the Client has adequate funds to pay the indicated Legal Fees and Service Fees upon completion of the Legal Services Contract.
The Client acknowledges and agrees that for both Hourly Contracts, Quotes or Fixed-Fee Listings, that failure to decline or dispute an invoice or request for payment is an authorization and instruction to release payment. When Client authorizes the payment of the Legal Fees for a Job on the Platform, Client automatically and irrevocably authorizes and instructs Lawyer to charge the client’s payment method on account for the Legal Fees and Service Fees. When Client approves an invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Lawyer to charge Client’s payment method for the Lawyer Fees.
5.7 Payments to Lawyers
Under this Agreement, lawyer disburses funds that are available and payable to a Lawyer upon completion of a Legal Services Contract and Client authorization to process payment. We will automatically disburse available funds to Lawyers within seven days of the Client’s processing of payment for the Legal Services in accordance with the policies of our Payments Data Controller. For Hourly Contracts, Legal Fees become available to Lawyers following the expiration of the dispute period and the five-day security period. For Fixed-Fee Listings and Quotes, the Legal Fees become available to Lawyers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by the Lawyer.
Notwithstanding any other provision of the Terms of Service, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Platform or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Platform, we may refuse to process or may hold the disbursement of the Legal Fees and take such other actions with respect to your as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, the Company, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Legal Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Lawyer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Legal Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Legal Fees is no longer necessary, we will release such hold as soon as practicable.
In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Legal Services Contract; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Lawyer, despite our provision of the Platform Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing The Company to (and we will have the right to) charge the applicable account you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Platform and Platform Services and close your Account.
If Client is in “default”, meaning the Client fails to pay the Legal Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Lawyer), we will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or in such written agreement.
For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Legal Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 21 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Lawyer within the time period agreed or, if none, within 21 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Lawyer for Legal Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, Lawyer may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Platform and Platform Services, including Client’s authority to use the Platform to process any additional payments, enter into Legal Service Contracts, or obtain any additional Legal Services from other Lawyers through the Site. However, Client will remain responsible for any amounts that accrue on any open Jobs at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Lawyer upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
Lawyer, at the Company’s discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Lawyer for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
5.9 No Return of Funds
Client acknowledges and agrees that Lawyer will charge Client’s designated Payment Method for the Legal Fees incurred as described in this Agreement once Lawyer charges or debits the Client’s designated Payment Method for the Legal Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Legal Fees, Service Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that we may dispute or appeal the chargeback and institute collection action against Client and take such other action we deem appropriate.
5.10 Payment Methods
Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Lawyer is not liable to any User if we do not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Lawyer will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.
6. Records of Compliance
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to the Company upon request. Nothing in this subsection requires or will be construed as requiring Lawyer to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records.
Lawyer agrees that it will either (i) store, backup, retain, or grant access to any information or data for each Client job or matter for the period request by a Lawyer to maintain that record under applicable legislation or (ii) provide a Lawyer with a complete record of its job with the Client following completion of that job as indicated by the Lawyer.
7. Warranty, Liability and Release
7.1 Warranty Disclaimer
You agree not to rely on the Website, the Platform Services, any information on the site or the continuation of the Platform. The Platform and the Platform services are provided on and “as is” and an “as available” basis. Lawyer makes no representations or warranties with regard to the Website, the Platform services, work product, or any activities or items related to this Agreement or the Terms of Service. To the maximum extent permitted by applicable law, the Company disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you. Section 17 (Term and Termination) states user’s sole and exclusive remedy against Lawyer with respect to any defects, non-conformances, or dissatisfaction.
7.2 Limitation of LiabilityLawyer is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- your use of or your inability to use our Platform or Platform Services;
- delays or disruptions in our Platform or Platform Services;
- viruses or other malicious software obtained by accessing, or linking to, our Platform or Platform Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Platform or Platform Services;
- damage to your hardware device from the use of the Platform or Platform Services;
- the content, actions, or inactions of third parties’ use of the Platform or Platform Services;
- a suspension or other action taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of Fixed-Fee Listings, Profiles, Ratings, Reviews, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Platform; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL LAWYER, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS, AS APPLICABLE, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF LAWYER, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY LAWYER WITH RESPECT TO LEGAL SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR LAWYER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
7.3 ReleaseThis Section discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that lawyer is not a party to any Legal Services Contract between Users, you hereby release the Company, our Affiliates, and our respective officers, directors, agents, subsidiaries, partners, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Legal Services provided to Client by a Lawyer and requests for refunds based upon disputes in connection therewith
TO THE MAXIMUM EXTENT APPLICABLE BY LAW, YOU HEREBY WAIVE THE PROTECTIONS OF ANY LEGISLATION OR ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that we failed to meet our obligations under the Terms of Service.
7.4 IndemnificationThis Section discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Platform or Platform Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless lawyer, our Affiliates, and our respective directors, officers, employees, representatives, partners, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Platform and the Platform Services by you or your agents, including any payment obligations or default incurred through use of the Platform Services; (b) any Legal Services Contract entered into by you or your agents, including, but not limited to, the classification of a Lawyer as an independent contractor; the classification of lawyer as an employer or joint employer of Lawyer; any employment-related claims, including any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents includes any person who has apparent authority to access or use your Account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
8.1 OwnershipThis Platform is owned and operated by Lawyer Inc. All right, title and interest in and to the materials provided on our Platform, including but not limited to information, documents, logos, graphics, sounds and images (the “Materials”) are owned either by Lawyer or by our respective third party authors, developers or vendors (“Third Party Providers”). Except as otherwise expressly provided by Lawyer, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site or on any Applications shall be construed to confer any license under any of our Intellectual Property Rights, whether by estoppel, implication or otherwise. We do not sell, license, lease or otherwise provide any of the Materials other than those specifically identified as being provided by Lawyer. Any rights not expressly granted herein are reserved by the Company.
We strive to keep our Website and the Platform Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Platform Services. In fact, we might even stop providing certain features without notice.
8.3 Termination of the Limited Site LicenseLawyer may terminate any license it has granted to any Website visitor or User to access the Platform and Platform Services by providing notice, and the termination of such license shall be effective immediately upon Lawyer providing such notice.
8.4 Permitted UsesLawyer offers the Website and Platform Services for personal, consumer, household and business purposes. We make the Website and Platform Services available for Users to find one another, enter into service relationships, make and receive payments, and receive and provide Legal Services. In addition, certain Platform Services, may be used to obtain, general information and articles that we believe may be of interest to Platform visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Platform by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise, except if obtained through a Legal Services Contract. You should independently verify the accuracy of any content.
8.5 Prohibited UsesUsers are not permitted to use, or encourage, promote, facilitate, instruct or induce others to use, the Platform or Platform Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.
The following are examples of uses that are prohibited on the Site or when using the Site Services:
Seeking, offering, promoting, or endorsing any services, content, or activities that:
Fraudulent or misleading uses or content, including:
expressing an unlawful preference in a job post or Fixed-Fee Listing or Quote or otherwise unlawfully discriminating on a protected basis;
posting personal information concerning another person;
spamming other Users with requests for Quotes or posting the same job multiple times so that more than one version remains active at a given time;
making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
requesting or demanding free services, including requesting Lawyers to submit work as part of the proposal process for very little or no money;
requesting a fee before allowing a User to submit a proposal;
attempting to or actually manipulating or misusing the feedback system, including by:
duplicating or sharing accounts;
Selling, trading, or giving an account to another person without Lawyer’s consent;
sharing or soliciting contact information, such as email, phone number, or Skype ID, in a profile or job post;
directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on Lawyer to recruit Lawyers and/or Clients to join another website or company;
Conduct or actions that could jeopardize the integrity of or circumvent the Platform, Platform Services or Lawyer’s proprietary information, including
attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Platform or Platform Services unless expressly permitted by applicable law or the Company; or
Accessing or using the Platform or Platform Services to build a similar service or application, identify or solicit our Users, or publish any performance or any benchmark test or analysis relating to the Platform.
8.6 EnforcementLawyer reserves the right, but does not assume the obligation, to investigate any potential violation of this Section or any other potential violation of the Terms of Service and to remove, disable access to, or modify any content on the Platform. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement or the Terms of Service.
8.7 Reporting and Collecting ViolationsIf you become aware of any violation of the Terms of Service, you must immediately report it to the Company. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of the Terms of Service.
9. User-Generated ContentLawyer may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store User Content, such as text, photos, audio, documents, files, video, or other materials and information on or through the Lawyer Platform; and (ii) access and view User Content and any content that Lawyer itself makes available on or through the Lawyer Platform, including proprietary Lawyer content and any content licensed or authorized for use by or through Lawyer from a third party (“Company Content” and together with User Content, “Collective Content”).
9.1 Legal Protection and OwnershipThe Lawyer Platform, Company Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the Lawyer Platform and Company Content, including all associated Intellectual Property Rights, are the exclusive property of Lawyer and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Lawyer Platform, Company Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Lawyer used on or in connection with the Lawyer Platform and Company Content are trademarks or registered trademarks of the Company in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Lawyer Platform, Company Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
9.2 RestrictionsYou will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Lawyer Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Lawyer or its licensors, except for the licenses and rights expressly granted in these Terms, if any.
9.3 Limited LicenseSubject to your compliance with these Terms, Lawyer grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Lawyer Platform and accessible to you, solely for your personal and non-commercial use.
9.5 Lawyer PhotographsWe may offer Lawyers the option of having professional photographers take photographs of the Lawyer or their Law Firm, which are made available by the photographer to Lawyers to include in their User Profiles with or without a watermark or tag bearing the words “Lawyer Verified Photo” or similar wording (“Verified Images”). Lawyers are responsible for ensuring that you are accurately represented in the Verified Images and you will stop using the Verified Images on our Platform if they no longer accurately represent you or any of your Legal Services, if you stop offering the Legal Service featured, or if your Lawyer Account is terminated or suspended for any reason. You acknowledge and agree that Lawyer has the right to use any Verified Images in accordance with this section for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your services or otherwise, without further notice or compensation to you. Where Lawyer is not the exclusive owner of Verified Images, by using such Verified Images on or through the Goodlawyer Platform, you grant us an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you.
9.6 Content OwnershipYou are solely responsible for all User Content that you make available on or through the Lawyer Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Lawyer Platform or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in and to such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or our use of such User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
We respect copyright law and expects our Users to do the same. If you believe that any content on the Lawyer Platform infringes copyrights you own, please contact us at firstname.lastname@example.org.
10. Terms Specific to Lawyers
10.1 Fixed Fee ListingsWhen creating a Fixed-Fee Listing on the Lawyer Platform, you must (i) provide complete and accurate information about the Legal Services associated with that Fixed-Fee Listing, (ii) clearly set out the scope of the work applicable to the Fixed-Fee Listing and any applicable restrictions or limitations or requirements that apply to that Fixed-Fee Listing and (iii) ensure that the price for the Legal Services associated with he Fixed-Fee Listings is inclusive of all fees (i.e. Legal Fees plus disbursements) other than Platform Service Fees.
10.2 PricesYou are solely responsible for setting prices for your Quotes and Fixed-Fee Listings including taxes, taxable and non-taxable disbursements, as applicable, or other charges for the applicable Legal Services. When providing Quotes to Clients, the prices shown must be all inclusive of Legal Fees, disbursements and other charges. The total price must be shown to the Client prior to booking the Job. Despite the foregoing, Clients and Lawyers can always agree to modify the scope of work of the Legal Services Contract if necessary.
10.3 Profile and Listing PlacementThe placement and ranking of a Lawyer’s Profile and Fixed-Fee Listings in search results on the Platform may vary and depend on a variety of factors, such as User search parameters and preferences, Lawyer requirements, price, responsiveness to Client requests, cancellation history, Reviews and Ratings, type of Legal Service, and/or ease of booking. More information about the factors can be found on our help center.
10.4 Legal RelationshipWhen a Client approves your Quote or hires you for a Fixed-Fee Listing and you accept or have pre-approved a request by a Client, you are entering into a legally binding agreement with the Client and are required to provide your Legal Services to the Client as described in the Quote or Fixed-Fee Listing when you are hired. You also agree to pay the applicable Lawyer Service Fee and any applicable Taxes. Unless you otherwise provide the Client with your or your Law Firm’s engagement or retainer agreement, your relationship with the Client will be governed by our Default Retainer.
11. Right to RefuseYou acknowledge that Lawyer reserves the right to refuse service to anyone and to cancel User access at any time, subject to any restrictions under applicable law.
12. Non-CircumventionThis Section 12 discusses your agreement to make and receive payments only through Lawyer for two years from the date you first meet your Client or Lawyer on the Site, unless you pay a Disintermediation Fee, as detailed below.
12.1 Payments Through the PlatformYou acknowledge and agree that (a) Lawyer used a substantial amount of labour and effort to develop our Platform to enable Clients to conveniently and transparently hire Lawyers online and (b) a substantial portion of the compensation Lawyer receives for making the Platform available to Users is collected through the Service Fees described in these Terms.
We only receive a Service Fee when a Client and a Lawyer pay and receive payment through the Platform. Therefore, for the later of (i) 24 months from the time you identify or are identified by any party through the Platform or (ii) the duration of the Legal Services Contract or Job created through introduction or discovery on the Platform (the “Non-Circumvention Period”), you agree to use the Platform as your exclusive method to request, make, and receive all payments for Legal Services directly or indirectly with that Lawyer or Client or arising out of your relationship with that party facilitated by Lawyer (the “Lawyer Relationship”).
For the avoidance of doubt, if you, or the Organization you represent, did not identify and were not identified by another party through the Platform, such as if you and another User worked together before meeting on the Platform, then the Non-Circumvention Period does not apply. If you use the Platform as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
You agree not to circumvent the Payment Methods offered by the Platform. By way of illustration and not in limitation of the foregoing, you agree not to:
submit Quotes or solicit Clients identified through the Platform to contract, hire, work with, or pay outside the Platform; accept Quotes or solicit Lawyers identified through the Platform to contract, invoice, or receive payment outside the Site; invoice or report on the Platform or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between the Users;
refer a User you identified on the Platform to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site. You agree to notify Lawyer immediately if a person suggests to you making or receiving payments outside of the Platform in violation of this Section. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Lawyer by sending an email message to: email@example.com.
12.2 Circumvention Policy and FeesExcept as provided for in Section 12.3 below, Users represent and warrant, and acknowledge that the Company is relying upon this representation and warranty, they will not circumvent or attempt to circumvent these Terms to in any way attempt to procure or provide Legal Services off of the Lawyer Platform except as provided by these Terms.
If a Client solicits a Lawyer to take the Lawyer Relationship off of the Platform and make payment for Legal Services other than in accordance with Section 12.1, then the Client agrees to pay a one-time fee (the “Disintermediation Fee”) equal to the greater of: (i) $2,500, or (ii) 50% the amount actually paid by the Client to the Lawyer for Legal Services for which payment was processed other than through the Platform and (iii) 50% of the amount of a Quote provided by a Lawyer to the Client on the Platform, which may be through a custom Quote or the amount of a Fixed-Fee Listing.
If a Lawyer obtains a request for a Job or is otherwise identified by a Client through the Platform, and the Lawyer solicits the Client to make payment other than in accordance with Section 12.1, to make payment for Legal Services originated through a Lawyer Relationship, then the Lawyer agrees to pay a Disintermediation Fee to the Company of $5,000.
12.3 Recruiting from PlatformIf any Client agrees to hire a Lawyer as a full-time employee following their introduction to that Lawyer through the Lawyer Platform, the Client agrees it will pay he Company a recruitment fee equal to the greater of: (i) $5,000 or (ii) 15% of the Lawyer’s first-year employment salary.
13. Reviews, Ratings, Comments and Other ContentWithin a certain timeframe after obtaining Legal Services, Clients can leave a public review (a “Review”) and submit a star rating (a “Rating”) about the Lawyer that they worked with. Ratings or Reviews reflect the opinions and experiences of individual Clients and do not reflect the opinion of Lawyer about any Hand may be incorrect or misleading.
Ratings and Reviews by Clients of Lawyers must be truthful, accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 9 (User-Generated Content) and must comply with our policies. As legal matters are sensitive, any Review and Rating should be solely based on the Client’s experience working with the Lawyer and not based on the particular outcome of a given situation.
Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Lawyer. Ratings and Reviews are part of a Lawyer’s public profile and may also be surfaced elsewhere on the Lawyer Platform (such as the any Fixed-Fee Listings) together with other relevant information such as number of jobs, number of cancellations, average response time and other information.
14. Intellectual Property
14.1 Our Intellectual PropertyLawyer and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform and the Platform Services. The Lawyer logos and names are trademarks of Lawyer and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Platform or connected to Platform Services may be the trademarks of their respective owners. Nothing in the Terms of Service grants you a right to use any Lawyer Marks. All images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of Lawyer. All Site design, text, graphics, the selection and arrangement thereof, Copyright ©, Lawyer Inc. ALL RIGHTS RESERVED.
14.2 Your Intellectual Propertyi. Obligation and Indemnification
You are solely responsible for your use of the Platform and any content you post on the Platform, and that if someone makes a claim against Lawyer because of your content that you will pay Lawyer for our fees and expenses, as detailed below:
When you post User Content on the Website or through the Platform Services or provide Lawyer with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.
You acknowledge and agree that the poster of User Content, and not Lawyer, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.
You will indemnify, defend, and hold harmless Lawyer, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.
ii. Your Rights & License to Lawyer and Website Visitors
By posting content on the Platform, you give others certain limited rights to that content.
14.3 Third Party Intellectual PropertyThird parties, including other Users, are responsible for content posted or linked on the Site.
Any information or content expressed or made available by a third party or any other Website visitor or User is that of the respective author(s) or distributor(s) and not of the Company. Lawyer neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Website by anyone other than our authorized agents acting in their official capacities.
The Platform may contain links to third-party websites. The Platform may also contain applications that allow you to access third-party websites via our Platform. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Platform is on an “as is” and “as available” basis without any warranty for any purpose.
14.4 Compliance with Intellectual Property LawsWhen accessing the Lawyer Platform, Platform Services or obtaining Legal Services on our Platform, you agree to obey the law and you agree to respect the intellectual property rights of others. Your use of the Platform and Platform Services is at all times governed by and subject to laws regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your Lawyer Account.
Lawyer reserves the right to immediately remove any content, article or materials that have infringed on the rights of Lawyer or of a third party or that violate intellectual property rights generally. Our policy is to remove such infringing content or materials and investigate such allegations immediately.
14.5 InfringementIf we find that any User has infringed the rights of the Company or of a third party, or otherwise violated any intellectual property laws, we may immediately suspend and/or terminate such User’s access to the Platform and any Platform Services. The Company’s will act promptly upon receipt of proper notification of claimed copyright infringement to remove or disable access to the allegedly infringing content. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want the Company to delete, edit, or disable the material in question, please provide the Company with notice via email to firstname.lastname@example.org.
If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a written notice containing the following information to the Company: (1) your physical or electronic signature; (2) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (3) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (4) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Calgary, Alberta, and a statement that you will accept service from the person who provided notification of the alleged infringement. If we receive such a notice, the Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
15. FeedbackWe welcome and encourage our Users to provide feedback, comments, ideas and suggestions about the Platform and Platform Services, including, without limitation, how to make improvements to the our Platform and Platform Services (“Feedback“). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. You may submit Feedback by emailing us, through the “Contact” section of the Lawyer Platform, or by other means of communication. By submitting any Feedback, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Lawyer under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. You further acknowledge and agree that, by acceptance of your submission, Lawyer does not waive any rights to use similar or related ideas, including those known or developed by the Company or obtained from sources other than you.
16. Electronic CommunicationsIn connection with the Terms of Service, you may be entitled to receive certain records from Lawyer or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Platform and the Platform Services, you give us permission to provide these records to you electronically instead of in paper form.
17. Term and Termination
17.1 TerminationThis Section discusses your and our agreement about when and how long this Agreement will last, when and how either you or lawyer can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
Unless both you and Lawyer expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to email@example.com. In the event you properly terminate this Agreement, your right to use the Platform and Platform Services is automatically revoked, and your Account will be closed. Lawyer is not a party to any Legal Services Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Legal Services Contract or Job entered into between Users. If you attempt to terminate this Agreement while having one or more open Jobs, you agree: (a) you hereby instruct Lawyer to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Jobs have closed on the Platform; (c) Lawyer will continue to perform those Site Services necessary to complete any open Job or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Legal Service Contracts, whichever is later, to Lawyer for any Platform Services or such other amounts owed under the Terms of Service and to any Lawyers for any Legal Services.
Without limiting our other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Platform or Platform Services, deny your registration, or permanently revoke your access to the Platform and refuse to provide any or all Platform Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Lawyer or our Affiliates; may be contrary to the interests of the Platform or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Platform under the same Account or a different Account or reregister under a new Account without Lawyer’s prior written consent. If you attempt to use the Platform under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available payment method to pay for any amounts owed by you to the extent permitted by applicable law.
IF LAWYER DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, THE COMPANY HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO LEGAL SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT GOODLAWYER WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
17.2 Account DataExcept as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Platform and that that any closure of your Account may involve deletion of any content stored in your Account for which lawyer will have no liability whatsoever. The Company, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
17.3 SurvivalAfter this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or lawyer from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
18. Disputes and Dispute ResolutionSection 18 discusses your agreement with Lawyer and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
18.1 Disputes between Lawyer and Platform UsersIf a dispute arises between you and Lawyer or our Affiliates, our goal is to resolve the dispute quickly, cost-effectively, and in a friendly manner. Accordingly, unless you opt out as provided in Section 18.9 below, you, Lawyer, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Lawyer (including without limitation any claimed employment with Lawyer or one of our Affiliates or successors), the termination of your relationship with Lawyer, or the Platform Services (in this Section 18 each, a “Claim”) in accordance with this Section 18 (sometimes referred to as the “Arbitration Provision”).
18.2 Scope of ClaimsClaims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Legal Services Contract, payments or agreements, any payments or monies you claim are due to you from the Company or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under and all legislated provincial, state or federal claims arising out of or relating to your relationship with Lawyer or the termination of that relationship.
18.4 Informal Dispute ResolutionBefore serving a demand for arbitration of a Claim, you agree with the Company to first notify each other of the Claim or potential Claim. You agree to notify Lawyer of the Claim at by email to firstname.lastname@example.org, and the Company agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and the Company then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Lawyer, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and the Company will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
18.5 Binding Arbitration and WaiverThis Arbitration Provision applies to all Users. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, the Company, and our Affiliates (if applicable) agree to resolve the Claim by final and binding arbitration before a neutral arbitrator selected by the Company instead of a court or jury.
18.6 Scope, Place and Rules of Arbitration AgreementThis Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Lawyer ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement or the Terms of Service. This Arbitration Provision is intended to apply to the resolution of any disputes arising out of or in connection with the Terms of Service that otherwise would be resolved in a provincial or federal court of law or before a forum other than arbitration.
Except as otherwise provided herein, arbitration will be conducted in Calgary, Alberta. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to this Arbitration Provision, and such arbitrations will be conducted in accordance with this Agreement. The applicable. Any dispute regarding the applicability of a particular set of rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and the Company will follow the applicable arbitration rules with respect to arbitration fees. In any arbitration with a Lawyer, the Lawyer will pay arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Lawyer to make up the difference, if any. In any arbitration in which a User makes a claim under a consumer protection statute, the User will pay arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Lawyer to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 18 unless all parties to that arbitration consent in writing to that amendment.
18.7 Enforcement and InterpretationThis Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver below of this Arbitration Provision is deemed to be unenforceable, you and lawyer agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
18.8 Class Action WaiverBoth you and the Company agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (the “Class Action Waiver”). Notwithstanding any other provision of this Agreement or the applicable arbitration rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Lawyer agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, we may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Arbitration Act and seek dismissal of such class or collective actions or claims.
18.9 Opt-Out of Arbitration ProvisionYou may opt out of the Arbitration Provision contained in this Section 18 by notifying Lawyer in writing within 30 days of the date you first registered for the Platform. To opt out, you must send a written notification to the Company that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. This written notification may be sent to email@example.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section 18.9, continuing your relationship with Lawyer constitutes mutual acceptance of the terms of this Arbitration Provision by you and the Company. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
19.1 Governing LawThese Terms will be interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law provisions. Any legal proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 18 must be brought in state or federal court in Calgary, Alberta unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Calgary, Alberta.
19.2 SeverabilityIf any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
19.3 Non-AssignasbilityYou may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without our prior written consent. Lawyer may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
19.4 WaiverOur failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
19.5 No Economic RelationshipNo joint venture, partnership, employment, or agency relationship exists between you and Lawyer as a result of this Agreement or your use of the Lawyer Platform.
19.6 Entire AgreementExcept as they may be supplemented by additional terms and conditions, policies, guidelines or standards, the Terms of Service constitute the entire Agreement between Lawyer and the User pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Lawyer and you in relation to the access to and use of the Lawyer Platform.
19.7 Modification and WaiverLawyer reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Lawyer Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Platform will be deemed to constitute acceptance of such revised Terms.
19.8 Prevailing LanguageCertain materials our Website and Platform, including but not limited to questionnaires, documents, instructions, and filings, are only available in English. The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Canada. In the event of any ambiguity or conflict between translations, if any, the English version is authoritative and controls.
19.9 Access Outside of CanadaThe Lawyer Platform cannot be accessed outside of Canada and cannot be used for the provision of Legal Services in any country other than Canada.
21. InquiriesBY USING OR ACCESSING THE LAWYER WEBSITE OR PLATFORM, USING ANY PLATFORM SERVICES, YOU ACKNOWLEDGE AND ACCEPT THAT SUBMITTING YOUR TELEPHONE NUMBER OR EMAIL TO US VIA THE WEBSITE OR APPLICATIONS CONSTITUTES AN INQUIRY TO LAWYER, AND THAT WE MAY CONTACT YOU AT THE NUMBER OR EMAIL SUBMITTED EVEN IF SUCH NUMBER APPEARS IN ANY DO NOT CALL LISTS (TAKING INTO ACCOUNT INQUIRY EXCEPTION TIME FRAMES AS APPROPRIATE).
If you have any questions about these Terms please email us at firstname.lastname@example.org.