Default Engagement Terms
Effective September 15, 2026 · Version v0.18
Version v0.18 · Effective September 15, 2026 · Published September 15, 2026
Effective September 15, 2026 · Version v0.18
Version v0.18 · Effective September 15, 2026 · Published September 15, 2026
Terms between a Firm and an Expert or Consultant for engagements purchased through the Octicase platform
These Default Engagement Terms (these "Terms") govern each engagement that a law firm or other verified business customer (the "Firm") of OCTICASE, INC. ("Provider") purchases from an expert witness or consultant (the "Expert") through the Octicase platform (the "Platform") (each, an "Engagement"). They apply automatically to every Engagement unless the Firm and the Expert record different or additional terms on the Platform before the Expert accepts the Scope, in which case those terms apply to the extent they do not conflict with the Expert and Consultant Services Agreement between the Expert and Provider (the "Expert Agreement") or with the Firm's agreement with Provider (the "Firm Terms").
Provider is not a party to these Terms or to any Engagement. Provider supplies these Terms as a default for the convenience of Firms and Experts; they are not legal advice, and either party may obtain its own advice before accepting a Scope. Nothing the Firm and the Expert agree between themselves can require Provider to hold funds, to process a refund other than the automatic-cancellation refund, an Expert-instructed refund and the other refunds the Expert Agreement provides, to evaluate any work, or otherwise to alter Provider's rights and obligations under the Expert Agreement and the Firm Terms.
Capitalized terms not defined here have the meanings given in the Expert Agreement: in particular "Scope", "Service Amount", "Platform Fee", "Delivery Period", "Consultant" and "Expert" (which, in these Terms, includes a Consultant unless the context distinguishes them). Where a Firm purchases a Platform Engagement from a partner, these Terms apply mutatis mutandis only where the terms the partner publishes are silent, read as Section 4.3 of the Partner Agreement provides ("Expert" as the partner, "Expert Agreement" as the Partner Agreement, "Scope" as including a service period). Section 5.2 applies only to a Scope that includes a scheduled appearance and has no application to a continuing service sold by service period, which has no appearance amount to calculate on; the ending of a continuing service is governed by the notice terms the partner publishes and, failing them, by Section 5.1. Where these Terms apply to a partner, the cap in Section 10.1 is read against the Service Amounts the Firm paid that partner in the twelve (12) months before the event giving rise to liability for the service, or for the placed person, that the event concerns, and not against everything the Firm paid the partner across unrelated services or people; where the engagement is a single defined Scope rather than a continuing service, it is read against the Service Amount of that Scope. The multiplier in Section 10.1 applies to that base. A cap measured against a single service period would be nominal in a relationship that runs for years, and would bear no relation to what can go wrong in it.
An Engagement is formed when the Expert accepts, on the Platform, a Scope that the Firm has purchased and the charge for the Service Amount succeeds; if that charge fails, no Engagement is formed, as the Firm Terms provide. The Scope, the rate, any limit the Firm has set, the Delivery Period and any terms recorded on the Platform before acceptance are the terms of the Engagement, together with these Terms. An Engagement relates to the matter the Firm identifies on the Platform and to no other matter.
The Service Amount for the Scope is charged to the Firm and paid to the Expert, less the Platform Fee the Expert owes Provider under the Expert Agreement, when the Engagement is formed, as the Expert Agreement and the Firm Terms provide. The Firm acknowledges that its payment to the payment processor at Provider's direction, Provider acting as the Expert's limited payment-collection agent, satisfies the Firm's payment obligation to the Expert for the Scope, and that the Service Amount belongs to the Expert from the moment of payment, subject to Sections 5 and 6 and to the Expert Agreement. If a payment is reversed by a chargeback or payment-method dispute, the Firm's payment obligation for the Scope revives to the extent of the reversal; the Firm will not dispute with its payment-method provider a charge it authorized on the Platform, and will use Section 11 instead.
Work beyond the accepted Scope, and expenses such as travel, records retrieval, testing or exhibit preparation, are performed or incurred only if requested by either party and approved by the Firm on the Platform. The Expert is not entitled to payment for unapproved work or expenses, costs the Expert incurs without approval are not reimbursed, and the Firm is not charged for them. Neither party will invoice or pay outside the Platform for anything done under an Engagement, except as Sections 3.4 and 8.2 provide for fees paid by a person other than the Firm.
Unless the accepted Scope says otherwise, the following are additional Scope and not part of the original Scope: review of records or information received after acceptance; updating an opinion for new material; a rebuttal of, or comment on, an opposing expert; a supplemental report; preparation for a deposition, hearing or trial; conferences with the Firm beyond those the Scope includes; travel time and waiting time; and rush performance. A Scope for attendance at a deposition, hearing, trial, examination or inspection covers only the time at that appearance. The Expert will quote additional Scope, at the Expert's published rates or at the rate stated in the request as the Expert Agreement allows, within seven (7) days of a request by the Firm, or together with the Expert's own request.
An Engagement of the Expert as a Consultant (a "Consultant Engagement") is for analysis, opinion or advice to the Firm and does not designate the Expert in any matter. An Engagement of the Expert as an Expert (an "Expert Engagement") authorizes the Firm to identify, disclose or designate the Expert as a non-testifying or testifying expert in the matter identified, as the Scope states. The Firm will not designate the Expert as a testifying expert, or disclose the Expert's identity to an opposing party, outside an Engagement that so provides, and will tell the Expert promptly when it does so. A Consultant Engagement does not oblige the Expert to accept a later Expert Engagement in the same matter.
The Expert is designated as a testifying expert only under an Expert Engagement that so provides; a Consultant Engagement cannot be converted by designation alone. The Expert keeps the work of a Consultant Engagement and the work of an Expert Engagement in separate files. Before designating an Expert who has acted as a Consultant in the same matter, the Firm will tell the Expert, and the Firm acknowledges that designation may make the consulting file, drafts and communications discoverable under the law of the matter; the Firm, not the Expert, bears the consequences of that disclosure.
The Expert will perform the Engagement personally (or, where the Expert practices through an entity, through the individual identified on the Platform), in a professional and workmanlike manner, consistent with the standards of the Expert's profession and with the qualifications and experience represented on the Expert's profile, and within the Delivery Period. The Expert determines the manner and means of performing the services, subject to the Scope and the Firm's lawful instructions.
The Expert's opinions and conclusions are the Expert's own. The Firm engages the Expert for the Expert's independent professional judgment, not for a predetermined conclusion; the Expert is not required to reach any particular opinion, and a conclusion unfavorable to the Firm's position is a full performance of the Scope. The Expert's compensation is not contingent on the content of any opinion or testimony or on the outcome of the matter, and neither party will propose or accept any arrangement that makes it so. The Expert is not required to sign or adopt any declaration, report, designation or statement drafted by the Firm that the Expert does not hold as the Expert's own opinion; declining to do so is not a breach, and a deliverable stating the Expert's own opinion, delivered within the Delivery Period, is full performance.
The Expert will respond to the Firm's communications about the Engagement through the Platform within seven (7) days, or will tell the Firm in advance of any longer unavailability. Where a Scope includes attendance at a deposition, hearing, trial, examination or inspection, the Expert will hold the scheduled date and will attend as scheduled or as rescheduled on the Platform.
Before accepting a Scope the Expert will check the parties, counsel and matter the Platform displays against the Expert's own records for conflicts of interest, and will disclose to the Firm any prior or current relationship with a party, counsel, insurer or the person whose condition is at issue, including any treating relationship. If the Expert withdraws because of a conflict, Section 5.3 applies; if the Expert is disqualified by the court, Section 6.3 applies.
The Expert represents that the Expert holds every license, registration and qualification the Engagement requires in the jurisdiction of the matter, determines that question for each Engagement, and maintains the insurance the Expert Agreement requires. The Expert's services are forensic, consulting and expert-witness services; they are not medical care or treatment of any person and not the practice of law, and an examination performed for the matter does not create a provider-patient relationship.
The Expert may use staff, assistants, laboratories and software tools, including artificial-intelligence tools, in performing the Engagement, under the Expert's supervision and responsibility; the opinions remain the Expert's own. The Expert will not input the Firm's records, communications or case material into any tool or service that retains them, trains on them or makes them available to others, and will handle Protected Health Information in the tools the Expert does use only as Section 7 and the Business Associate Agreement allow. The Expert will disclose to the Firm, on request, any material use of artificial intelligence in preparing a deliverable, and will identify any other professional whose work contributes to an opinion so that the Firm can meet its disclosure obligations. Any individual who performs services under the Engagement through the Expert's entity must be identified on the Expert's profile as the Expert Agreement requires.
Where a Scope includes an examination of a person (an independent or defense medical examination or similar), the Expert will conduct it in accordance with California Code of Civil Procedure Section 2032.210 et seq. (or the corresponding rules of the matter's jurisdiction), any examination order and any conditions the Firm records on the Platform; will permit an observer or recording where the law or the order allows; will tell the person examined that no provider-patient relationship is created and no treatment is given; and will deliver the examination report within the Delivery Period. Where a demand for the report is served under Code of Civil Procedure Section 2032.610, the Firm will tell the Expert promptly and will state the date of service and the date the report is due under subdivision (b) of that Section, which requires delivery within thirty (30) days after service of the demand or within fifteen (15) days of trial, whichever is earlier; the Expert will deliver the report in time for the Firm to meet that date or, where the Firm's notice leaves less time than the report reasonably requires, as soon as reasonably practicable after that notice. The Expert acknowledges that such a demand waives the work product protection of the Expert's writings and reports and of the Expert's testimony, as subdivision (c) of that Section provides.
The Firm will provide, through the Platform, the records, information, access and instructions the Expert reasonably needs to perform the Scope, and will respond to the Expert's materials requests and extension requests on the Platform within seven (7) days. The Firm acknowledges that, under the Expert Agreement, a materials request or extension request that it does not answer within that time extends the Delivery Period automatically, and that the Firm's delay does not shorten the Expert's time to perform. If the Firm does not answer a materials request within seven (7) days, the Expert may proceed on the record the Expert has and say so in the deliverable. A refusal of an extension request does not shorten the original Delivery Period. If an Engagement has had no activity on the Platform for ninety (90) days, the Firm may cancel it under Section 5.1.
The Firm will provide the Expert with all records and information in the Firm's possession or control that bear on the Scope, including imaging, prior medical history, prior claims, surveillance, and the reports of other experts, whether or not favorable to the Firm's position; will identify any such material it withholds and the reason; and will tell the Expert promptly of any material change in the facts or in the status of the matter, including settlement or dismissal, so that the Expert stops work. The Expert's opinion is given on the record supplied, and the Expert may state in the deliverable the materials considered and any limitation that results from material not supplied.
The Firm represents that it has the authority, consents and authorizations required to provide the Expert with the records and information it provides, including any authorization required under HIPAA or the California Confidentiality of Medical Information Act and compliance with any protective order, and that it will identify to the Expert any protective order, confidentiality agreement or court rule that governs the Expert's use of the material. The Firm, not the Expert, is responsible for the propriety of its disclosures to the Expert. Where a protective order governs material the Firm intends to provide, the Firm will give the Expert the order before disclosure, the Expert will sign any acknowledgment or agreement to be bound that the order requires within three (3) business days, and the Firm will obtain any consent of another party that the order requires before disclosing designated material to the Expert.
The Firm's client remains the Firm's client. The Expert's client for the Engagement is the Firm. The Expert will not communicate with the Firm's client about the matter except through the Firm or as the Firm arranges (for example, an examination the Scope includes), and will not give the Firm's client medical, legal or other advice. The Expert will not solicit, or accept an engagement by, the Firm's client in the matter, including for treatment or other services, during the Engagement and for one (1) year after it ends, except with the Firm's written consent; work in the same matter that the Firm chooses to purchase on the Platform is purchased as further Scope, without prejudice to either party's freedom under the Expert Agreement to engage outside the Platform. The Expert will not communicate with an opposing party, its counsel, its insurer or its experts about the matter except in a deposition, hearing or trial, or as the Firm authorizes.
The Firm is responsible for making the expert disclosures that the rules of the matter require, including under California Code of Civil Procedure Section 2034.210 et seq. and Federal Rule of Civil Procedure 26(a)(2). The Expert will provide, on request and within the Scope, the information those disclosures require: a current curriculum vitae, a list of testimony at trial and deposition in the preceding four (4) years, publications, and the Expert's fee schedule including the rate for deposition testimony. Nothing in these Terms restricts the Expert from truthfully disclosing, in a report, declaration, deposition or at trial, the terms on which the Expert was engaged, including the Service Amount, the prepaid structure and the Platform Fee.
The Expert's published fee schedule states at least: the hourly rate for deposition testimony and any minimum; the rate for a trial day and half day; the rate for preparation; the rate and basis for travel time and expenses; and any late-cancellation charge. The late-cancellation charge is stated together with the notice period to which it applies. The Expert represents that the deposition rate stated is the rate the Expert actually charges the Firm, as California Code of Civil Procedure Section 2034.430 contemplates. Within five (5) days of the Firm's request the Expert will supply the information the Firm's expert declaration requires under Section 2034.260(c), including the Expert's qualifications, the general substance of the expected testimony and the deposition fee, and will confirm whether the Expert agrees to testify; the Expert's silence is not an agreement to testify.
Where a party other than the Firm deposes the Expert, the fee that party must pay under Section 2034.430 (or the corresponding rule of the matter's jurisdiction) is paid by that party to the Expert directly: it is not a Service Amount, is not paid through the Platform, and carries no Platform Fee. The Expert will record the tender on the Platform so that the Engagement record is complete. Preparation for that deposition, and any time the deposing party is not required to pay for, are additional Scope purchased by the Firm under Section 1.3; the Firm does not purchase an attendance Scope for time that the deposing party must pay.
How the Firm accounts for the cost of an Engagement, including whether it treats that cost as a cost of the matter or of the Firm, is the Firm's responsibility under its own professional and accounting rules. The Firm is not the payor of record for Platform payments and will not issue an information return to the Expert for them; the Expert is responsible for the Expert's own taxes, and any information return is issued as the Expert Agreement provides.
The Expert delivers the work product of the Engagement through the Platform within the Delivery Period: a report, opinion, summary, annotated record or other deliverable; for a consultation Scope, the Platform's record of the consultation (including a consultation by message or by video conducted through the Platform); and for an attendance Scope, the Expert's confirmation of attendance recorded on the Platform. The Delivery Period, its extension and its treatment of attendance dates, continuances and hour blocks are as the Expert Agreement provides, and the Firm accepts those rules.
Where the Scope identifies a matter pending in a United States federal court and calls for a report, the report will contain what Federal Rule of Civil Procedure 26(a)(2)(B) requires: a complete statement of the opinions and the basis and reasons for them; the facts or data considered; any exhibits; the Expert's qualifications and publications of the preceding ten (10) years; the Expert's testimony at trial or deposition in the preceding four (4) years; and a statement of the compensation for the study and testimony, which may refer to the Platform record. Where the Scope identifies a California state-court matter, the deliverable will be in the form the Firm reasonably specifies consistent with Code of Civil Procedure Section 2034.210 et seq.
The Firm will review each delivery promptly. The Firm may ask the Expert, within the Scope, to clarify or correct a deliverable, and the Expert will respond within seven (7) days. Disagreement with the Expert's conclusions is not a defect in the deliverable and is not a basis for refund. Delivery of any deliverable, consultation record or attendance confirmation within the Delivery Period is a delivery for the purposes of the automatic-cancellation rule of the Expert Agreement, whatever the Firm's view of its content.
Provider does not evaluate, approve or arbitrate the quality, sufficiency, methodology or conclusions of any deliverable, and neither party will ask it to. Provider records deliveries, dates and approvals on the Platform and applies the rules of the Expert Agreement to them mechanically, as the Expert Agreement provides.
The Firm may cancel an Engagement at any time by notice on the Platform. Cancellation does not entitle the Firm to a refund from Provider. Whether any part of the Service Amount is returned is between the Firm and the Expert: the Expert may, at the Expert's election, instruct a refund of the unearned part of the Service Amount through the Platform, and the parties acknowledge that Provider executes such an instruction mechanically, as the Expert Agreement provides, and makes no determination about whether it is owed. Absent such an instruction, the Service Amount is earned by the Expert's availability and work up to the cancellation. Where the Firm cancels because the matter has been resolved or dismissed, or because the Engagement has stalled for ninety (90) days under Section 3.1, the Expert will instruct a refund of the unearned part of the Service Amount, retaining the value of work performed and availability committed to the date of cancellation at the Expert's published rates; for a scheduled appearance, Section 5.2 applies instead.
Where a Scope includes attendance at a scheduled deposition, hearing, trial, examination or inspection, the late-cancellation charge stated in the Expert's published fee schedule applies to a cancellation or rescheduling by the Firm within the notice period that schedule states. If the schedule states no charge, the charge is fifty percent (50%) of the Service Amount for the appearance where the cancellation or rescheduling is given less than seven (7) days before the scheduled date, and one hundred percent (100%) where it is given less than two (2) business days before. Where the Firm reschedules within the notice period, the Expert retains the charge for the original date, instructs a refund of the remainder of the appearance amount through the Platform, and the appearance on the new date is additional Scope at the Expert's published rates; where the Firm cancels without rescheduling, the Expert retains the charge, instructs a refund of the remainder, and that appearance Scope ends. Where the Firm cancels or reschedules outside the notice period, the Expert instructs a refund of the full Service Amount for the appearance and any new date is additional Scope. A continuance ordered by the court, or requested by a party other than the Firm, is not a cancellation or rescheduling by the Firm: the appearance is rescheduled once on the Platform at no additional charge, and further reschedulings are additional Scope at the Expert's published rates. If the Expert is unavailable on a rescheduled date, the Expert instructs a refund of the Service Amount for the appearance. A continuance that the Firm requests or stipulates to is treated as a rescheduling by the Firm.
The Expert may withdraw from an Engagement before delivery only for a conflict of interest, a professional or ethical obligation, or the Firm's material breach of these Terms (death, incapacity, loss of a required license and court disqualification end the Engagement under Section 6.3). On withdrawal the Expert will instruct, through the Platform, a refund of the Service Amount for the undelivered Scope.
If nothing has been delivered by the end of the Delivery Period as extended, the Engagement is cancelled and the Service Amount for that Scope is refunded to the Firm as the Expert Agreement provides. Both parties acknowledge that this is triggered by the Platform record alone and involves no evaluation of any work.
An Engagement ends when the Scope has been delivered and any approved additional Scope completed, on cancellation under Section 5, or on an event under Section 6.3. For an Expert Engagement in which the Expert has been designated, the Expert's obligation to appear for deposition or trial continues only under a Scope that includes that appearance.
Payment already made is retained as Sections 1.2 and 5 provide. Deliverables already delivered remain with the Firm. Sections 1.2, 1.4, 1.5, 2.2, 2.5, 2.6, 2.7, 3.2, 3.3, 3.4, 3.5, 4.3, 5, 7, 8, 9, 10, 11 and 12 survive the end of the Engagement.
If the Expert dies, becomes unable to perform, loses a required license or registration, or is disqualified by the court, the Engagement ends on that event. The Expert, or the Expert's personal representative, successor or entity, will instruct a refund of the Service Amount for the undelivered Scope, and the refund mechanics, including Provider's processing where no instruction is given, are those of the Expert Agreement.
The Expert will use the records, information and communications received in an Engagement only for the Engagement; will treat them as confidential; will comply with any protective order, confidentiality agreement or court rule the Firm identifies; will not disclose them except as the Firm authorizes, as the Expert's professional rules require, or as compelled by law after notice to the Firm where the law permits; and will return or destroy them at the end of the Engagement as the Firm instructs, subject to any retention the Expert's professional rules, disclosure obligations or the law require (in which case the Expert keeps them confidential). Where the material includes Protected Health Information, the Expert will have accepted the Business Associate Agreement with Provider before receiving it through the Platform, as the Firm Terms require, and will handle it in accordance with HIPAA, the California Confidentiality of Medical Information Act and that Business Associate Agreement. Where the Expert receives medical information, whether under an authorization or under one of the disclosures Cal. Civ. Code Section 56.10(c) permits, Section 56.13 forbids the Expert from disclosing it again except under a new authorization that meets Section 56.11, or as another provision of that chapter or other law requires or permits; that duty is the Expert's directly, it does not depend on these Terms, and it survives the end of the Engagement. The Firm acknowledges that material the Expert receives in a consulting role may be protected as attorney work product and will so advise the Expert.
The Firm owns the deliverables the Expert creates for the Engagement from delivery, the Service Amount for them having been paid at formation or on approval of the additional Scope. The Expert retains ownership of the Expert's pre-existing materials, methods, know-how and general knowledge, and may use the Expert's own opinions, methods and experience in other matters provided the Expert does not disclose the Firm's confidential information or the Firm's client's information.
The Expert may retain a copy of the deliverables and of the Expert's own working file for the Engagement, in confidence, for as long as the Expert's professional rules, disclosure obligations and the law require.
If the Expert receives a subpoena, discovery request, notice of deposition or other process relating to the matter or to the Expert's file from any person other than the Firm, the Expert will forward it to the Firm through the Platform within two (2) business days and will not respond until the Firm has had a reasonable opportunity to object or seek a protective order; the Firm decides whether and how to assert privilege or work-product protection and the Expert will cooperate with the Firm's lawful instructions. The Expert's time in complying is charged to the person issuing the process where the law allows (including under Code of Civil Procedure Section 2034.430 for a deposition), and otherwise the Firm will purchase an additional Scope for that time at the Expert's published rates, unless the process arises from the Expert's own conduct.
The Expert will keep or destroy drafts of deliverables as the Firm instructs consistent with the law of the matter, and absent instruction may keep them in the Expert's file. Facts, data and assumptions that the Firm supplies for the Expert's opinion are supplied through the Platform, and both parties understand that, once the Expert is designated as a testifying expert, such communications and drafts may be discoverable under the law of the matter (including Federal Rule of Civil Procedure 26(b)(4)(C) and California practice); the Firm will instruct the Expert accordingly before designation.
The Engagement belongs to the Firm that purchased it. If the Firm transfers the matter to, or shares it with, another customer of Provider, the Engagement is not assigned to that customer, the Expert is not engaged by or designated for it, and the Expert owes no obligation to it, unless the Expert accepts a Scope from that customer on the Platform. Where the Firm shares the matter, the Firm decides whether the other customer may see the Expert's deliverables, which remain the Firm's data. Where the Firm transfers the matter, deliverables already delivered pass with the matter as the receiving customer's data under the Firm Terms, while the Engagement and any undelivered Scope remain with the Firm. In neither case does the other customer become a party to the Engagement. Neither party may assign the Engagement without the other's consent recorded on the Platform, and the Expert's assignment also requires Provider's consent under the Expert Agreement.
The Expert is responsible to the Firm for the Expert's own negligence and breach of these Terms, measured by the standards of the Expert's profession. The Expert's duties under an Engagement are owed to the Firm only. The content of an opinion or testimony that the Expert honestly holds is not actionable by the Firm, and the Firm will not assert, and will not assist its client to assert, a claim against the Expert based on the content of such an opinion or testimony; the Expert's liability to the Firm is for failures of performance under Section 2.1, not for the substance of a conclusion. Neither party is liable to the other for the outcome of the matter, for the court's or any tribunal's treatment of the Expert's opinions, or for indirect, consequential, special or punitive damages, including lost fees or recoveries in the matter. Except for willful misconduct, fraud, breach of Section 7, or liability that the law does not allow to be limited, the Expert's aggregate liability to the Firm for an Engagement does not exceed two (2) times the Service Amount of that Engagement. Nothing in this Section limits any liability of either party to the Firm's client or to any third party under the law.
The Firm will defend, indemnify and hold harmless the Expert from third-party claims, including claims by the Firm's client, to the extent arising from the Firm's breach of Section 3.2, from the Firm's instructions, or from the Firm's use or disclosure of the Expert's deliverables outside the matter. The Expert will defend, indemnify and hold harmless the Firm from third-party claims to the extent arising from the Expert's breach of Section 7 or from the Expert's willful misconduct. The indemnified party will notify the other promptly of a claim, allow it to control the defense, and cooperate reasonably; the limits of Section 10.1 do not apply to these indemnities.
The parties will try to resolve any dispute about an Engagement directly, through the Platform, for at least thirty (30) days after one party notifies the other of the dispute. Either party may ask Provider for the Platform record of the Engagement, which Provider makes available as the Expert Agreement and the Firm Terms provide.
A dispute not resolved directly may be brought in the state or federal courts of the county in which the Firm's principal office is located, or, if both parties so agree on the Platform when the dispute arises, resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator seated in that county. Provider is not a party to any such proceeding; neither party will join Provider to it or seek from it any relief other than the production of the Platform record, and neither party will seek an order requiring Provider to hold, refund or redirect any amount otherwise than as the Expert Agreement and the Firm Terms provide.
These Terms and each Engagement are governed by the laws of the State of California, without regard to its conflict-of-laws rules, unless the Firm and the Expert record a different governing law on the Platform before acceptance. Nothing in these Terms alters the professional, licensing or ethical obligations of either party, which prevail over these Terms in case of conflict.
The Firm and the Expert may vary these Terms for an Engagement only by terms recorded on the Platform before the Expert accepts the Scope. A variation that purports to require Provider to hold funds, to process a refund other than those the Expert Agreement provides, to evaluate work, or otherwise to alter Provider's rights or obligations is of no effect as to Provider.
These Terms, the Scope as accepted and any variation recorded under Section 12.2 are the entire terms of the Engagement between the Firm and the Expert. If a provision is unenforceable it is narrowed to the minimum extent necessary and the rest continues. A failure to enforce a provision is not a waiver.
These Terms create no rights in any third party, except that Provider may rely on and enforce the provisions of these Terms that protect Provider's position as a non-party, including the preamble, Sections 1.2, 4.3, 5.1, 11.2 and 12.2.
Notices between the parties about an Engagement are given through the Platform. The Platform record of the Engagement is the record of the parties' communications, deliveries, approvals and instructions, and each party may export it as the Expert Agreement and the Firm Terms provide.
The Expert is an independent contractor of the Firm and not its employee, agent or partner. The Expert provides professional services through the Expert's own business, sets the Expert's own rates and methods, and serves other clients; the parties intend the Engagement to fall within the business-to-business exemption of California Labor Code Section 2776 and, where the Expert practices one of the occupations that Section 2783 lists, within that Section, so that the relationship is tested under the common-law factors rather than under the test in Section 2775. The Firm does not withhold taxes from, or provide benefits in respect of, any payment for an Engagement.
Neither party is liable for a failure or delay (other than a payment obligation) caused by events beyond its reasonable control, including natural disaster, fire, epidemic, court closure or act of government, for as long as the event continues. The Delivery Period is extended for such events, and for unavailability of the Platform, as the Expert Agreement provides.
By accepting a Scope on the Platform, the Firm and the Expert each agree to these Terms for that Engagement.