Expert and Consultant Services Agreement
Effective September 15, 2026 · Version v1.20
Version v1.20 · Effective September 15, 2026 · Published September 15, 2026
Effective September 15, 2026 · Version v1.20
Version v1.20 · Effective September 15, 2026 · Published September 15, 2026
This Expert and Consultant Services Agreement (this "Agreement") is between OCTICASE, INC., a corporation organized under the laws of the State of Delaware (EIN 42-4284513) ("Provider" or "Octicase"), and the expert witness or consultant who accepts it ("Expert," "you"). It governs engagements that law firm customers of Provider, and the other verified business customers of Provider that the Firm Terms allow to purchase them (each a "Firm"), purchase from you through the Octicase platform (the "Platform"), and the fees Provider charges for the Platform services that make those engagements possible.
This Agreement is separate from, and in addition to, the Expert and Vendor Portal Terms and Conditions (the "Portal Terms"). The Portal Terms govern your listing in the Octicase directory and your use of the Portal. This Agreement governs only the additional, optional capability of being engaged and paid through the Platform ("Platform Engagements"). You may hold a directory listing without accepting this Agreement; you may not offer Platform Engagements without it. If this Agreement and the Portal Terms conflict in respect of a Platform Engagement, this Agreement controls; in all other respects the Portal Terms control. It is not the Partner Agreement, which governs the sale of services other than forensic, consulting and expert-witness services; a business that offers both accepts both, and each engagement falls under one of them as the Platform records at purchase.
What Provider is, and what it is not, under this Agreement. Provider operates a platform and a professional directory, and acts as your limited agent to collect payment from Firms. Provider is not a party to any engagement between you and a Firm. Provider does not select, recommend, endorse, rank or match experts to Firms or to cases; Firms find you through your listing and decide for themselves whether to engage you. Provider does not supervise, direct, review or approve your work, does not evaluate its quality, sufficiency or conclusions, and does not adjudicate disputes about it. Provider does not hold funds on anyone's behalf pending the completion of an engagement and is not an escrow agent, trustee or fiduciary of you or of any Firm. Provider's compensation under this Agreement is a fee for the Platform services described in Schedule A; it is not compensation for referring or introducing clients, patients or matters to you, and it does not vary with the outcome of any legal matter.
This Agreement is offered to individuals and entities that provide forensic, consulting or expert-witness services to law firms, including physicians and other healthcare professionals, life-care planners, economists, vocational and rehabilitation specialists, accident reconstructionists, engineers, forensic accountants and other professionals (the terms "Expert" and "Consultant" describe the capacity in which you are engaged, as Section 2.1 explains; this Agreement uses "Expert" for both unless the context distinguishes them). You must hold an active profile under the Portal Terms, be at least eighteen years of age, and, where your profession is licensed or registered, hold every license and registration that your profession requires in each jurisdiction where you practice. This Agreement is not offered for, and no Engagement may consist of, legal services or the practice of law; Provider receives no Platform Fee or other amount measured by legal fees from any attorney or law firm, and arrangements between law firms are governed by Section 4.14 of the Firm Terms (as defined in Section 1.2).
Platform Engagements are offered for business purposes only. The purchasers are Firms that are business customers of Provider under the Octicase Terms of Service (the "Firm Terms") and whose account Provider has verified under the Firm Terms. Individuals using the Octicase consumer services are not Firms, cannot purchase Platform Engagements, and are not parties to or beneficiaries of this Agreement.
You accept this Agreement by completing the acceptance screen for Platform Engagements on the Platform: reviewing this Agreement and the Platform Fee and other commercial terms shown on that screen (which together form your Schedule B), typing your full legal name, and selecting the acceptance control. Doing so is your electronic signature under the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., and the California Uniform Electronic Transactions Act, Cal. Civ. Code Section 1633.1 et seq. Provider records who accepted, which version, the Schedule B terms shown, and when, and will provide that record to you on request. Where the screen so indicates, it also presents the Business Associate Agreement, which is recorded as a separate acceptance.
The individual completing the acceptance screen represents that they are the Expert, or are authorized to bind the Expert and the entity through which the Expert practices. You are responsible for every action taken under your Platform credentials, including acceptance of this Agreement and of each Platform Engagement, whether taken by you or by a person you have allowed to use your credentials.
If you practice through a professional corporation, partnership or other entity, "Expert" and "you" mean both the individual and the entity, which are jointly and severally bound by this Agreement. The payout account under Section 6 must be held in the name of the entity that invoices Firms and receives payment, and every individual who performs services under an Engagement through that entity must be identified on the profile and must meet Section 2.3.
Platform Engagements are not enabled until you have also completed identity verification and payout onboarding under Section 6.2. Until then, your acceptance is recorded but no Firm can engage you through the Platform.
If you have withdrawn your consent to electronic signatures under the ESIGN/UETA Consent and Disclosure, you may instead accept this Agreement on the paper alternative that disclosure describes; your Schedule B is then recorded from the signed paper, and Platform Engagements are enabled when Provider has received it and Section 6.2 is complete. Because the acceptance of each Scope, each additional Scope and each delivery is an electronic record, Platform Engagements remain enabled only while your consent to electronic records under the ESIGN/UETA Consent and Disclosure is in force; if you withdraw it, no new Scope can be accepted until it is restored.
This Agreement incorporates: (a) Schedule A (Platform Services), which describes the services the Platform Fee compensates; (b) Schedule B (Commercial Terms), the fee and other commercial terms shown to you on the acceptance screen and recorded with your acceptance; (c) the Default Engagement Terms, which govern each Platform Engagement between you and a Firm unless you and the Firm agree otherwise as Section 3.4 allows; (d) the Privacy Policy; (e) the Acceptable Use Policy; (f) the ESIGN/UETA Consent and Disclosure; (g) where you access Protected Health Information, the Business Associate Agreement; and (h) for the matters they govern, the Subprocessor List, the Data Processing Addendum, the Data Retention and Deletion Policy, the AI Usage and Data Handling Policy and the Service Level Commitments. The Portal Terms are not incorporated into this Agreement; they continue to apply alongside it as the preamble provides. Each of these documents is available from Provider on request and, from the date the Services launch, at trust.octicase.com. If this Agreement conflicts with the Default Engagement Terms as to your relationship with Provider, this Agreement controls; the Default Engagement Terms govern only the relationship between you and the Firm.
In this Agreement: "Scope" and "Engagement" have the meanings given in Section 3.2; "Delivery Period" has the meaning given in Section 3.5; "Service Amount" has the meaning given in Section 4.1; "Platform Fee" has the meaning given in Section 5.3; "Schedule B" has the meaning given in Section 1.3; "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations; "PHI" or "Protected Health Information" has the meaning given in 45 CFR 160.103; and "Affiliate" has the meaning given in the Firm Terms. Other capitalized terms are defined where they first appear.
On your profile you may indicate that you are available as a Consultant, as an Expert, or both. A Consultant provides analysis, opinions or advice to a Firm without being designated in a matter. An Expert is engaged for a matter, may be designated or disclosed as a testifying or consulting expert in that matter, and may be called to give deposition or trial testimony. You may change either designation at any time; a change does not affect a Platform Engagement already accepted. A Firm's engagement of you as a Consultant does not obligate you to accept a later engagement as an Expert in the same matter, and does not by itself make you a designated expert in that matter.
Your profile may include information that you report yourself, including your qualifications, areas of expertise, the number of times you have testified at trial or deposition, the matters or jurisdictions in which you have been qualified as an expert, your published fee schedule, and your travel and other charges. You represent that every item of self-reported information is true, complete and not misleading on the date you enter it; you will update it within thirty (30) days of any material change; and each item will display the date you last confirmed it. Provider displays self-reported information as you entered it and is not responsible for its accuracy. Provider does not verify it, other than the identity, license-status and payout-account checks described in Section 6.2 and in the Portal Terms, and a statement on the Platform that one of those checks has been completed confirms that fact only. A badge or indicator that Provider displays, if any, signifies only what the Platform says it signifies and is not a warranty of your qualifications, reliability, availability or suitability for any matter.
You represent and covenant that, throughout the term of this Agreement: (a) where your profession is licensed or registered, you hold and will maintain every required license and registration, in good standing, in each jurisdiction where you practice, and you have provided your National Provider Identifier or license number(s) where the Portal Terms require them; (b) no license of yours is suspended, revoked, restricted or subject to pending disciplinary proceedings that you have not disclosed to Provider; (c) the errors-and-omissions insurance the Portal Terms require expressly covers forensic, consulting and expert-witness services (many medical professional liability policies exclude them), with limits of not less than one million dollars ($1,000,000) per claim, and you will provide a certificate of insurance on request; and (d) you will notify Provider within five (5) business days if any of the foregoing ceases to be true, as the Portal Terms also require. Provider may suspend Platform Engagements while any of the foregoing is in doubt. Provider does not insure you, any Firm or any Engagement.
Where a Firm or the matter to which an Engagement relates is located in a jurisdiction other than the one in which you are licensed, you alone determine whether the services requested require licensure, registration or qualification in that jurisdiction, and you will decline the Scope if you are not so licensed or qualified. Provider does not assess that question and the Platform's presentation of a Scope to you is not a representation that you may lawfully perform it.
The services you provide under a Platform Engagement are forensic, consulting and expert-witness services rendered to a Firm in connection with legal matters. They do not constitute the practice of medicine or of any other healing art, the diagnosis or treatment of any patient, the establishment of a provider-patient relationship, or the practice of law, and nothing in this Agreement authorizes or requires you to provide any of those. The person whose condition, records or circumstances you review is not your patient by reason of that review, and the Firm, not that person, is your client for the engagement. An independent medical examination or other examination that you perform at a Firm's request for the purposes of a legal matter is a forensic service: it does not establish a provider-patient relationship, is not treatment, and is not a referral of that person for medical care. No Engagement offered through the Platform consists of, or includes, medical care or treatment.
Your compensation for a Platform Engagement is the fee for the scope the Firm purchases, at the rate you published. It is not contingent on the content of your opinion or testimony, on the outcome of any matter, or on the amount of any recovery, and you will not accept or offer compensation that is. This Section implements, among other rules, California Rule of Professional Conduct 3.4(d) as it applies to expert witnesses and is a material term of this Agreement.
You represent and covenant that you are not, and are not owned or controlled by, a person on any United States restricted-party list, including the lists administered by the Office of Foreign Assets Control; that you are not located in, organized under or ordinarily resident in a country or territory subject to comprehensive United States sanctions; that you will use your payout account only to receive payment for your own services under Engagements and will not route funds of any third party through it; and that you will notify Provider immediately if any of the foregoing ceases to be true. Provider may suspend Platform Engagements and payouts, and the payment processor may restrict or close your payout account, to comply with sanctions, anti-money-laundering or similar laws.
When Platform Engagements are enabled for your profile, Firms can purchase an engagement from you on the Platform at the rates you publish. Publishing a rate is an offer to accept engagements at that rate until you change it; a change applies only to engagements purchased after the change is published. You may disable Platform Engagements at any time without affecting engagements already accepted.
A Firm purchases a defined scope (each a "Scope"): a block of hours, a day rate, or a fixed-fee deliverable, as your published rates allow, together with any limit the Firm sets. The Platform presents the Scope to you; a Platform Engagement is formed when you accept it on the Platform (each an "Engagement"). You may decline any Scope without giving a reason and without penalty. Once you accept, the Scope, the rate and the Delivery Period shown at acceptance are the terms of the Engagement between you and the Firm.
By accepting a Scope you represent that you have checked the names of the parties, counsel and matter that the Platform displays against your own records and have identified no conflict of interest that your professional rules or the law of the matter's jurisdiction would require you to disclose or that would disqualify you. Provider does not perform conflict checks and is not responsible for your disqualification. If you are disqualified or withdraw because of a conflict, the Engagement ends and any refund of undelivered Scope is at your election as between you and Provider under Section 4.8, subject to your obligations to the Firm under the Default Engagement Terms, and except where Section 10.5 applies. If you are or have been a treating provider of the person whose condition is at issue, you will disclose that to the Firm before accepting a Scope, and you alone determine whether your professional rules permit you to act as an Expert or Consultant in that matter.
If you determine that additional time or work is required beyond the accepted Scope, you may request additional Scope through the Platform, stating the additional hours or work and the rate. No additional work is authorized, and no additional amount is charged to the Firm, unless and until the Firm approves the request on the Platform. You are not entitled to payment for work beyond the approved Scope, and you agree not to bill the Firm outside the Platform for work performed under an Engagement. This does not apply to a fee that a person other than the Firm is required by law to pay you in connection with the matter, such as a deposing party's fee under California Code of Civil Procedure Section 2034.430: you receive such a fee directly, it is not a Service Amount and carries no Platform Fee, and you record it on the Platform as the Default Engagement Terms provide.
Travel, records-retrieval, testing, exhibit preparation and other expenses are requested and approved in the same way, as additional Scope stating the expense and its amount or basis. Expenses are not billable outside the Platform. Whether the Platform Fee applies to approved expenses is stated on Schedule B.
Each Engagement is a contract between you and the Firm. The Default Engagement Terms apply to every Engagement unless you and the Firm record different or additional terms on the Platform before you accept the Scope, in which case those terms apply to the extent they do not alter Provider's rights or obligations or conflict with this Agreement. Provider is not a party to any Engagement and nothing in this Agreement creates an employment, partnership, joint-venture or agency relationship between you and Provider, or between you and any Firm, except the limited payment-collection agency in Section 5.1.
An Engagement belongs to the Firm that purchased it. If that Firm transfers the related matter to, or shares it with, another customer of Provider under the Firm Terms, the Engagement is not transferred and you are not engaged by, or designated for, the other customer unless you accept a Scope from it on the Platform. Where the Firm shares the matter, the purchasing Firm decides whether the other customer may see your deliverables, which remain the purchasing Firm's data. Where the Firm transfers the matter, deliverables you have already delivered pass with the matter to the receiving customer as its data under the Firm Terms, while the Engagement and any undelivered Scope remain with the purchasing Firm. In either case you owe your obligations under the Engagement to the purchasing Firm only.
You will deliver the work product of each Engagement (reports, opinions, summaries, annotated records or other deliverables, or, for consultation Scopes, the record of the consultation the Platform provides) through the Platform within the delivery period shown at acceptance (the "Delivery Period"). The default Delivery Period is sixty (60) days from acceptance, or the default stated on your Schedule B; you and the Firm may agree a different period at acceptance and may extend it by mutual agreement recorded on the Platform before it expires. Delivery on the Platform is the act that evidences performance for the purposes of Section 4.4; it is not an approval, review or acceptance of your work by Provider.
Attendance Scopes. For a Scope that consists of attendance (a deposition, hearing, trial day, examination, site inspection or similar appearance), the deliverable is your confirmation of attendance recorded on the Platform, stating the date, the matter and the nature of the appearance, and the Delivery Period is the scheduled date of the appearance. A continuance, postponement or cancellation of the appearance by a court or by the Firm is not a non-delivery. Where the appearance is rescheduled on the Platform, the appearance on the new date is additional Scope as the Default Engagement Terms provide, and the original attendance Scope closes on the recorded rescheduling. Where the Firm cancels without rescheduling, the original attendance Scope closes on the recorded cancellation. In either case the Scope is not subject to automatic cancellation under Section 4.4, and the late-cancellation charge, the retention and the refund of the remainder are those the Default Engagement Terms provide. A continuance ordered by the court, or requested by a party other than the Firm, is rescheduled once at no additional charge as those Terms provide.
Materials and extension requests. If performance of a Scope requires records, information, access or a decision from the Firm, you may record a materials request on the Platform, and you may at any time before the Delivery Period expires record an extension request stating the additional time needed. If the Firm does not respond to a materials request or an extension request on the Platform within seven (7) days, the Delivery Period is extended automatically by the period requested or, for a materials request, for as long as the request remains unanswered. These extensions are applied by the Platform from the recorded dates and involve no evaluation by Provider.
Hour blocks. For a Scope consisting of a block of hours, delivery of any deliverable, consultation record or attendance confirmation within the Delivery Period is a delivery for the purposes of Section 4.4. Section 4.4 applies only where nothing at all has been delivered. Hours within a block that remain unused at the end of the Delivery Period are not refunded except at your election as between you and Provider under Section 4.8, subject to your obligations to the Firm under the Default Engagement Terms.
Nothing in this Agreement requires you to work exclusively through the Platform or prevents you from engaging with any Firm, including a Firm that found you on the Platform, outside it. An engagement formed outside the Platform is not an Engagement, is not subject to this Agreement, and carries no Platform Fee; Provider provides none of the Schedule A services for it and has no role in it. For Engagements, this Section applies in place of Section C.8 of the Portal Terms.
The full amount of the Scope at your published rate (the "Service Amount") is charged to the Firm's payment method on file at the time the Engagement is formed. The Service Amount is paid to you at that time, less the Platform Fee deducted under Section 5.3, and is your property from the moment of payment, subject to Sections 4.4, 4.6, 4.8 and 10.5. Provider does not hold the Service Amount pending the performance or completion of the Engagement.
When the Firm approves a request for additional Scope under Section 3.3, the additional Service Amount is charged to the Firm and paid to you in the same manner as Section 4.1, with the Platform Fee deducted where Schedule B applies it.
Amounts paid to you are credited to your payout account with Provider's payment processor under Section 6 and remitted to you under the standard settlement schedule stated on the Platform, net of the Platform Fee already deducted under Section 4.1 and less any processing charges stated on Schedule B. Provider instructs the payment processor; Provider does not itself receive or hold your funds.
Statements and errors. The Platform shows you every transaction relating to your Engagements (Service Amounts collected, Platform Fees and processing charges deducted, remittances, refunds, reversals and recoveries) and lets you export that history at any time; Provider will also make a monthly statement available. You must notify Provider of any error in a transaction within sixty (60) days after it first appears in your history, and Provider will work with you and the payment processor to correct it. That period does not apply to an error caused by Provider, such as a miscalculated Platform Fee or processing charge, a duplicate charge or a missed remittance: Provider corrects its own errors whenever they are identified, regardless of any period. Other errors not raised within the sixty-day period are deemed accepted except where the law provides otherwise.
If no deliverable has been submitted through the Platform for an Engagement by the end of its Delivery Period, and no extension has been recorded, the Engagement is automatically cancelled and the Service Amount for that Scope is refunded to the Firm in full, the refund being paid after the period to contest the cancellation under this Section has closed without a successful contest, as the Firm Terms provide. Provider contributes the Platform Fee it retained on that Scope, and you irrevocably authorize Provider to instruct the payment processor to debit the net amount you received for that Scope from your payout account balance or, if the balance is insufficient, from your linked payout method, and you will promptly pay any shortfall on request. Other than as Sections 4.5 and 10.5 provide, this automatic cancellation is the only circumstance in which Provider processes a refund of a Service Amount on its own initiative; refunds at your election are governed by Section 4.8. It is triggered by the objective absence of a delivery on the Platform, as extended under Section 3.5 and Section 11.11, and involves no evaluation of your work. It does not apply to an attendance Scope that closed under Section 3.5 on a cancellation or rescheduling recorded by the Firm.
Provider will notify you on the Platform and by email at least five (5) days before the Delivery Period expires and again when an automatic cancellation is processed, with the Engagement record showing the Delivery Period, any extensions and the absence of a delivery. You may contest an automatic cancellation within ten (10) days of the notice that the cancellation was processed, on the sole ground that a delivery, attendance confirmation or extension was in fact recorded on the Platform within the Delivery Period, that the Delivery Period had been extended under Section 3.5 or Section 11.11, or that the Firm recorded a cancellation or rescheduling of a scheduled appearance on the Platform, which closes the attendance Scope under Section 3.5; Provider will review the Platform record and reverse the cancellation if the record shows it. Provider does not consider any other ground, including the quality, sufficiency or value of any work, in that review.
Processing charges on a refunded Service Amount that the payment processor does not return are borne as Schedule B states.
Provider does not evaluate, approve or arbitrate the quality, sufficiency, methodology or conclusions of any deliverable, and does not determine whether a delivery satisfies the Scope. Any dispute concerning the quality or scope of your services, or a Firm's request for a refund on any ground other than Section 4.4, is solely between you and the Firm and is resolved under the Default Engagement Terms or the terms you agreed with the Firm. Disagreement with your professional conclusions is not a basis for refund. Provider may provide the Firm and you with the Platform record of the Engagement, and will honor a final order of a court or arbitrator of competent jurisdiction directed to the Engagement, but has no other role.
If a Firm's payment for an Engagement is reversed by a chargeback, payment-method dispute or processor reversal after the Service Amount has been paid to you, the reversed amount is owed by you to the extent it was paid to you, and you authorize Provider to instruct the payment processor to recover it from your payout account balance or linked payout method. Provider will contest a chargeback that the Platform record shows to be unfounded, and will pass to you any amount recovered. Provider does not guarantee that any Firm will pay or that any payment will not be reversed. Where Provider recovers the reversed amount from the Firm under Section 4.16 of the Firm Terms, Provider credits it to you and does not recover it from you, or returns what it recovered.
Provider will notify you within five (5) business days after receiving notice of a chargeback or reversal, with the information the payment processor provides, and before any recovery from you. You may supply evidence for Provider to submit in contesting it, and Provider will submit evidence you provide in time. Recovery from you is limited to chargebacks and reversals initiated within the time the applicable card-network or payment-method rules allow (currently one hundred twenty (120) days from the charge), is applied first against any balance attributable to the same Engagement, and is reversed if the chargeback is resolved in the Engagement's favor. Processing charges on a reversed amount are borne as Schedule B states.
Provider does not accept deposits, retainers or advance payments for your benefit other than the Service Amount paid to you under Sections 4.1 and 4.2, and does not condition the delivery of any amount to you on the completion or approval of work. You will not describe Platform payments to Firms or to anyone else as being held, protected, guaranteed or secured by Provider.
Provider does not process a refund of a Service Amount on the request of a Firm, on the cancellation of an Engagement by a Firm, or on any ground other than Section 4.4, your instruction under this Section, a final order honored under Section 4.5, or Section 10.5. If a Firm cancels an Engagement, settles or closes the matter, or no longer requires your services, whether any part of the Service Amount is returned is a matter between you and the Firm under the Default Engagement Terms or your agreement with the Firm.
You may, at any time and for any reason, including a Firm's cancellation, your own withdrawal from an Engagement because of a conflict of interest, disqualification or inability to perform, or your professional judgment that part of the Service Amount is unearned, instruct Provider on the Platform to refund a stated amount of a Service Amount to the Firm. Provider executes that instruction as your limited payment-collection agent by instructing the payment processor to debit the amount from your payout account balance or, if insufficient, under Section 4.9, and Provider makes no determination about whether the refund is owed. A refund under this Section is not an admission by you, and the Platform Fee retained on the refunded amount is returned to you only where Schedule B so provides.
If an amount owed by you under Section 4.4, 4.6 or 4.8 exceeds your payout account balance, you will pay the shortfall within ten (10) days after Provider's notice. You authorize Provider and the payment processor to debit the shortfall from the bank account linked to your payout account, and this authorization is a standing debit authorization for variable amounts under the Nacha Operating Rules, originated as a Corporate Credit or Debit (CCD) entry where the linked account is a business account and as a consumer entry where it is not, under which Provider gives you notice of the amount at least three (3) business days before each debit, the originator name shown is OCTICASE, Provider retains the authorization for two (2) years after it ends, and you may revoke it only by written notice that takes effect after any amount then owed has been paid. Amounts not paid when due bear interest at the lesser of one percent (1%) per month and the maximum rate the law allows, and you will reimburse Provider's reasonable costs of collection, including attorneys' fees, to the extent the law permits. Provider may suspend Platform Engagements and payouts while any amount is past due, and may set off amounts owed against any later remittance.
You appoint Provider as your limited agent solely for the purpose of collecting payments from Firms on your behalf for Engagements, and for the related purposes of issuing the invoice and receipt for each Engagement in your name and processing the refund and recovery instructions in Sections 4.4, 4.6, 4.8, 4.9 and 10.5. A Firm's payment to the payment processor at Provider's direction constitutes payment to you and fully satisfies the Firm's payment obligation to you for the engaged Scope, whether or not Provider remits it to you; you will not seek payment from the Firm for an amount the Firm has paid through the Platform. This appointment takes effect on your acceptance of this Agreement and applies to Engagements formed after that acceptance and to Engagements formed under any prior version of this Agreement; Provider collects no amount on your behalf before it. This appointment does not extend to any other purpose.
Provider does not hold, safeguard or control funds on behalf of you or any Firm pending the completion of any Engagement. Provider is not an escrow agent, trustee, custodian or fiduciary of you or of any Firm, and no amount charged to a Firm is held in trust for you. Except for the limited payment-collection agency in Section 5.1, Provider is not your agent and you are not Provider's, and neither of us may bind the other.
In consideration of the Platform services described in Schedule A, you pay Provider a fee equal to the percentage of each Service Amount stated on your Schedule B (the "Platform Fee"). The Platform Fee is stated separately from your fee on every invoice and receipt, is fixed for each Engagement at the rate in effect when the Engagement is formed, is deducted from amounts remitted to you, and is not refundable except that no Platform Fee is retained on a Service Amount refunded under Section 4.4, and as Schedule B provides for refunds under Section 4.8. The Platform Fee compensates the Schedule A services and is commensurate with them. It is not a fee for referring or introducing any Firm, client, patient or matter to you, and it does not vary with the outcome of any matter, the content of any opinion, or the amount of any recovery.
No Platform Fee is charged on any medical care or treatment, and no Engagement offered through the Platform includes medical care or treatment. Where you are a licensee under Division 2 of the California Business and Professions Code, the Platform Fee compensates only the Schedule A services furnished for your forensic, consulting and expert-witness Engagements, and is commensurate with those services, as Section 650(b) of that Code contemplates.
You are solely responsible for all taxes on amounts you receive under Engagements. Provider or its payment processor will issue the information returns that applicable law requires for payments settled through the Platform, and you will provide the tax identification information needed to do so before Platform Engagements are enabled. The Platform Fee is exclusive of any tax that Provider is required to collect, which will be added where applicable.
Payments for Engagements are processed, and payouts to you are made, by the third-party payment processor identified for that purpose in the Subprocessor List, through a payout account connected to the Platform. Payment credentials of Firms and your payout details are collected through the Platform and transmitted to the payment processor, which stores and processes them under its own terms and security standards; Provider does not store full payment card numbers or security codes.
To enable Platform Engagements you must open a payout account with the payment processor through the Platform and complete its onboarding, which includes verification of your identity (and, if you practice through an entity, of that entity and its beneficial owners), tax information, and a linked bank account. You agree to the payment processor's connected-account terms, which will be presented to you during onboarding, and you authorize Provider and the payment processor to make the inquiries needed to verify the information you provide. Provider may suspend Platform Engagements and payouts while verification is incomplete, while information you provided appears inaccurate, or when the payment processor requires it.
Because the payment processor holds Provider responsible for the accounts connected through the Platform, you also agree: (a) to comply with the payment processor's services agreement and connected-account terms as updated from time to time, and with the operating rules of the card networks and payment methods through which Firms pay; (b) to provide updated identity, ownership, tax and bank information whenever the payment processor or Provider requests it; (c) not to use the payout account for any business or activity the payment processor prohibits; and (d) that Provider may restrict, suspend or close your payout account, and the payment processor may do so directly, when the payment processor requires it or when you breach this Section.
Amounts credited to your payout account are remitted under Section 4.3. Provider may instruct the payment processor to delay a payout, in whole or in part, only: (a) for the refund and recovery purposes of Sections 4.4, 4.6, 4.8, 4.9 and 10.5; (b) where Provider reasonably suspects fraud, a violation of this Agreement or unlawful activity; (c) where required by law, court order or the payment processor; or (d) for a short security period stated on the Platform that applies to all payouts alike. Any such delay is a measure of the payment processor's payout timing and does not make Provider a holder of your funds.
In an Engagement you will receive case information, records and communications that are confidential and may be protected by the attorney-client privilege, the work-product doctrine or a protective order. You will use that material only for the Engagement, will not disclose it except as the Firm authorizes or the law requires, will comply with any protective order or court rule the Firm identifies, and will return or destroy it at the end of the Engagement as the Firm instructs, subject to any retention the law or your professional rules require. Section C.1 of the Portal Terms applies in addition.
Engagements frequently involve Protected Health Information. Access to Platform features that involve PHI is conditioned on your acceptance of the Business Associate Agreement as Section 1A of that agreement provides, and you shall comply with HIPAA and the California Confidentiality of Medical Information Act in respect of the PHI and the medical information you receive. Where you receive medical information, whether under an authorization or under one of the disclosures Cal. Civ. Code Section 56.10(c) permits, Section 56.13 forbids you 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 yours directly, it does not depend on your agreement with the Firm, and it survives the end of the Engagement. Where a Firm transmits records to you through the Platform, the Firm is responsible for its own authority to disclose them and you are responsible for your handling of them once received. You will notify Provider at security@octicase.com and the Firm, without unreasonable delay and in any event within seventy-two (72) hours, of any unauthorized use or disclosure of, or security incident affecting, PHI or case material you hold.
Provider retains the Platform record of each Engagement (the Scope, acceptance, messages, deliverables, approvals, payments and dates) for the periods in the Data Retention and Deletion Policy, and may provide it to you or to the Firm on request, and to a court or arbitrator as the Legal process paragraph of this Section and Section 4.5 provide. You grant Provider a non-exclusive license to store, transmit and display your deliverables on the Platform for those purposes. Ownership of your work product as between you and the Firm is governed by the Default Engagement Terms or your agreement with the Firm; Provider claims no ownership in it. Provider will notify you, at the email address on your profile and by notice on the Platform, without unreasonable delay and in any event within seventy-two (72) hours, of any security incident affecting your account information, your deliverables or your Engagement records held on the Platform that does not involve Protected Health Information; where the incident involves Protected Health Information, the notice provisions of the Business Associate Agreement govern instead.
Provider will not use your deliverables, your Engagement communications or any PHI or case material in them to train, fine-tune or improve machine-learning or artificial-intelligence models, and will not use them for any purpose other than (a) operating the Engagement and the Platform as this Agreement, the Privacy Policy and, where applicable, the Business Associate Agreement permit, and (b) the creation of aggregated or de-identified data only as, and to the extent that, the Firm Terms, the Data Processing Addendum and, for PHI, the Business Associate Agreement permit the Firm's data to be so used. Where a Platform feature applies artificial intelligence to Engagement material at the request of you or the Firm, it does so only for that Engagement and under Provider's published AI Usage and Data Handling Policy.
Provider may use de-identified information about Engagements (category of expertise, published and engaged rates, Scope types, volumes, timing and outcomes of the Platform process such as delivery and cancellation, never the content of any deliverable, communication or case material) for analytics, benchmarking, and the development and commercial use of market data, provided that information does not identify you, any Firm or any individual and Provider does not attempt to re-identify it.
Legal process. If Provider receives a subpoena, court order, discovery request or other compulsory legal process for the Platform record of an Engagement, Provider will, to the extent the law permits: notify you and the Firm before responding so that either may object or seek a protective order, including on the ground that the material is attorney work product or privileged; produce only what the process legally requires; and seek reimbursement of its reasonable costs from the requesting party. Some process is non-disclosable by law, in which case Provider may be unable to give notice.
Nothing in this Agreement restricts you from testifying truthfully, or from disclosing in a report, disclosure statement, deposition or hearing, the terms on which you were engaged, including the Service Amount, the prepaid structure, the Platform Fee and Provider's role, where a court, a rule of procedure (including California Code of Civil Procedure Section 2034.210 et seq. and Federal Rule of Civil Procedure 26(a)(2)) or your professional rules require or permit it. Provider consents to the disclosure of this Agreement and your Schedule B for that purpose, will provide the invoice and receipt for any Engagement on request so that the Firm can make the disclosures the rules require, and issues every invoice with your fee and the Platform Fee stated separately for that reason.
You will perform each Engagement in a professional and workmanlike manner consistent with the standards of your profession and with the qualifications you represent on your profile; will respond to a Firm's communications about an Engagement within the time the Default Engagement Terms provide; and will comply with the Acceptable Use Policy, all applicable laws, and the professional and ethical rules that govern you.
You will not: (a) bill a Firm outside the Platform for work performed under an Engagement (other than as Section 3.3 allows for fees payable by a person other than the Firm), or invoice an amount different from the accepted Scope; (b) condition your opinion or testimony on payment beyond the accepted Scope; (c) offer or accept any compensation that is contingent on the outcome of a matter; (d) pay or receive anything of value for the referral of a Firm, client or patient to or from you in connection with the Platform; (e) misrepresent your qualifications, experience, testimony history, availability or rates; (f) use PHI or case material for any purpose other than the Engagement; or (g) use the Platform to solicit patients or to market clinical services.
Where the Platform accepts reviews of your performance on Engagements, Section C.6 of the Portal Terms applies: reviews are the opinion of the reviewer, are moderated only under the published Review Moderation Policy applied identically to every profile, and Provider does not compute, display or publish an aggregate rating, average score, star rating or ranking.
Provider provides the Platform and the Schedule A services. Provider does not perform, supervise, direct, control or guarantee any Engagement or any deliverable; does not warrant that any Firm or anyone else will contact you, engage you, pay you, or refrain from reversing a payment; does not warrant the accuracy of any Firm's instructions or materials; and is not responsible for any act or omission of a Firm. Nothing in this Agreement makes Provider your agent for any purpose other than Section 5.1, or the Firm's agent for any purpose.
Because Provider is not a party to any Engagement, you release Provider, its Affiliates, and their respective officers, directors, employees and agents from all claims, demands and damages of every kind, known or unknown, arising out of or connected with any dispute between you and a Firm, including disputes about the performance, quality or payment of an Engagement and requests for refunds. You waive the protection of California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." This release does not apply to a claim that Provider failed to perform its own obligations under this Agreement.
THE PLATFORM AND THE SCHEDULE A SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY ENGAGEMENT WILL BE OFFERED OR COMPLETED, OR THAT ANY PAYMENT WILL BE MADE OR WILL NOT BE REVERSED.
Provider's aggregate liability to you arising out of or relating to this Agreement or any Engagement is limited to the greater of (a) the Platform Fees you paid Provider in the twelve (12) months before the event giving rise to the claim and (b) one hundred dollars ($100). Provider is not liable for indirect, incidental, consequential, special or punitive damages, or for lost profits, lost business, or loss of data. These limits do not apply to: Provider's obligation to remit to you the Service Amounts it collects as your agent under Section 5.1 (which is a payment obligation, not a damages claim, and is not capped); Provider's breach of Section 7; liability for fraud, willful injury, or violation of law that cannot be limited by contract under California Civil Code Section 1668 or other applicable law; Provider's gross negligence or willful misconduct; or Provider's infringement of your intellectual property.
You will defend, indemnify and hold harmless Provider, its Affiliates and their respective officers, directors, employees and agents from all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your services, opinions, testimony or deliverables under any Engagement; (b) any dispute between you and a Firm, except a dispute that is only about what one of you owes the other for an Engagement, which is between the two of you and for which you owe Provider nothing under this paragraph; (c) your breach of this Agreement, the Portal Terms or the Default Engagement Terms; (d) your violation of law or of the professional, licensing or ethical rules that govern you; (e) the inaccuracy of any self-reported information on your profile; (f) your handling of PHI or confidential material; and (g) any tax, withholding or reporting obligation relating to amounts you receive.
This Agreement takes effect when you accept it and continues until terminated under this Section.
Either party may terminate this Agreement at any time on thirty (30) days' written notice to the other. You may also disable Platform Engagements at any time under Section 3.1 without terminating this Agreement.
Provider may suspend Platform Engagements, payouts or this Agreement immediately on notice if: (a) you breach Sections 2.3, 2.5, 2.6, 6.2, 7 or 8.2; (b) information you provided appears false or misleading; (c) the payment processor suspends or closes your payout account; (d) Provider reasonably suspects fraud, unlawful activity or a pattern of non-delivery; (e) your Portal access is suspended or terminated under the Portal Terms; or (f) a Firm, court, licensing board or regulator raises a complaint that Provider reasonably considers material. Provider will tell you the reason and, where the cause is curable, give you a reasonable opportunity to cure it.
Termination does not affect an Engagement already accepted: it continues to completion, cancellation under Section 4.4, its ending under Section 3.2 or Section 10.5, or cancellation by agreement with the Firm, and this Agreement continues to govern it and its payments until then. Amounts credited to your payout account are remitted under Section 4.3 subject to Sections 4.4, 4.6, 4.8, 4.9 and 6.3. For ninety (90) days after termination you may export from the Platform your Engagement records, invoices, receipts and transaction history and, subject to the next sentence, your deliverables; after that period Provider retains them only as the Data Retention and Deletion Policy provides. Deliverables are the purchasing Firm's data under the Firm Terms: if the Firm has exercised its deletion rights before you export, the deliverable is no longer available, which is why you are responsible for keeping your own copy of every deliverable from the moment you deliver it, for as long as your professional rules, disclosure obligations and tax law require. Sections 2.4, 2.5, 2.6, 3.5, 4.3 to 4.9, 5, 6.3, 7, 9, 10.4, 10.5 and 11 survive termination.
If you die, become unable to perform, lose a license or registration that an Engagement requires, or are disqualified by a court from an Engagement, each affected Engagement ends on the date of the event. You, or your personal representative, successor or the entity through which you practice, will promptly instruct a refund of the undelivered Scope under Section 4.8, and that person is bound by Sections 4.8 and 4.9 for that purpose. Provider may rely on public records, a court order or a written notice from a personal representative to treat an Engagement as ended, and may, after notice to the address on your profile and sixty (60) days without a response, process the refund of undelivered Scope on its own instruction; that processing is not an evaluation of any work. Amounts remaining in your payout account are remitted to you or your estate under the payment processor's procedures.
Provider may change this Agreement, Schedule A or the standard settlement schedule on at least thirty (30) days' notice by email to the address on your profile and by notice on the Platform. A change that increases your Platform Fee, shortens a Delivery Period, adds a ground for refund or recovery, or otherwise materially reduces your rights takes effect only for Engagements formed after the notice period and only if you accept it on the Platform; if you do not, you may continue under the prior terms for Engagements already accepted and this Agreement terminates when those Engagements end. Your Schedule B changes only by your acceptance of a new Schedule B.
For a dispute with Provider regarding this Agreement, contact legal@octicase.com first and allow thirty (30) days for informal resolution; that period tolls any applicable limitation period from the date the notice is given until the period ends. Either party may instead bring a claim that falls within the jurisdiction of a small claims court in that court. Where the Expert is an entity and no individual is bound as Expert under Section 1.3. A dispute not resolved informally shall be finally resolved by binding arbitration seated in Wilmington, Delaware, administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator, applying the laws of the State of Delaware; judgment on the award may be entered in any court of competent jurisdiction. You may opt out of this arbitration commitment by written notice to legal@octicase.com within thirty (30) days after your first acceptance of this Agreement; opting out changes nothing else. Each party waives the right to bring or participate in any class or consolidated action, subject to any right to public injunctive relief that cannot be waived under applicable law and to Section 11.4. Where you are a natural person. There is no mandatory arbitration and no class or representative waiver. A dispute not resolved informally may be brought by either party in the state or federal courts of the county in which you reside or maintain your principal place of business, and both parties submit to the jurisdiction of those courts. Where the arbitration commitment in this Section does not apply to you, because you opted out, or is unenforceable as to you for any reason, a dispute not resolved informally may be brought by either party in the state or federal courts for the place in which you reside or maintain your principal place of business, both parties submit to the jurisdiction of those courts, and no class or consolidated waiver applies to you. An application by either party for provisional, injunctive or other equitable relief to protect intellectual property or confidential information may be made to any court of competent jurisdiction. No change to this Section applies to a dispute that had accrued, or of which Provider had notice, before the change took effect.
This Agreement is governed by the laws of the State of Delaware, subject to Section 11.4.
Nothing in this Agreement waives any protection of the law of the state in which you are licensed or based that cannot be waived by contract, and any provision purporting to do so is severed as to you; this applies in particular where you are licensed or based in California. Nothing in this Agreement limits or alters your own professional, licensing or ethical obligations, and where those obligations conflict with an instruction from a Firm or a feature of the Platform, your obligations prevail and you will tell the Firm so.
Notices to you are sent to the email address on your profile and by notice on the Platform. Notices to Provider are sent to legal@octicase.com with a copy to OCTICASE, INC., 2140 S Dupont Highway, Camden, Kent County, Delaware 19934, c/o PARACORP Incorporated. Either party may update its notice details by written notice.
You may not assign this Agreement or any Engagement without Provider's written consent. Provider may assign this Agreement to an Affiliate or to a successor in a merger, acquisition or sale of substantially all of the assets to which it relates, on notice to you.
This Agreement, with the documents it incorporates under Section 1.4, is the entire agreement between you and Provider about Platform Engagements and supersedes any prior discussion about them. If these documents conflict, and subject to the allocation in the preamble between Platform Engagements and other matters, the order of precedence is: the Business Associate Agreement as to Protected Health Information; Schedule B; this Agreement; Schedule A; the Default Engagement Terms as between you and a Firm, as Section 1.4 provides; the Portal Terms; the other incorporated documents. No term of Schedule B, and no individually negotiated term, varies the Business Associate Agreement in respect of Protected Health Information, or Sections 2.4, 2.5, 3.6, 4.7, 5.1, 5.2 or 5.3 of this Agreement; those Sections prevail over Schedule B and over any individually negotiated term. If you are also a customer of Provider under the Firm Terms (including under their Schedules for Medical/Case-Review or Records/Vendor customers), this Agreement governs Platform Engagements and prevails over the Firm Terms and those Schedules in respect of them, and the statements in the Firm Terms, the Acceptable Use Policy and Provider's public materials that Provider charges flat subscription and listing fees only do not apply to the Platform Fee, which is a fee for the Schedule A services payable by you and does not vary with any consumer's contact with, or retention of, any professional. If a provision is held unenforceable it is severed or narrowed to the minimum extent necessary and the remainder continues. A failure to enforce a provision is not a waiver of it.
You are an independent contractor in respect of Provider and of every Firm. This Agreement creates no employment, partnership, joint venture or franchise relationship and, except as Section 5.1 provides, no agency. Firms are not third-party beneficiaries of this Agreement, except that a Firm may rely on Section 5.1; their other rights in respect of Engagements arise under the Firm Terms and the Default Engagement Terms.
You consent to receive this Agreement, each Schedule B, each Engagement, invoices, receipts, information returns where the law permits, and all notices electronically, as described in the ESIGN/UETA Consent and Disclosure.
For questions about this Agreement, contact legal@octicase.com; for help with Platform Engagements or payouts, contact support@octicase.com.
Neither party is liable for a failure or delay in performing under this Agreement (other than an obligation to pay money) caused by events beyond its reasonable control, including natural disaster, fire, epidemic, court closure, labor dispute, failure of a public utility or communications network, or act of government, for as long as the event continues. Where such an event, recorded by you on the Platform with a brief description, prevents delivery of an Engagement, the Delivery Period is extended by the duration of the event. Where the Platform is unavailable, as recorded by Provider's monitoring and, from the date Provider's status page is published, on that page, under the definition of Downtime in the Service Level Commitments (which excludes announced maintenance), for more than twenty-four (24) consecutive hours during the last seven (7) days of a Delivery Period, that Delivery Period is extended automatically by the duration of the unavailability plus two (2) days, and no automatic cancellation is processed until the extended period has expired.
The Platform Fee compensates the following services that Provider furnishes in respect of Platform Engagements, and nothing else:
(a) Engagement discovery. Presenting your published rates and the scopes you offer to a Firm at the moment it defines an engagement, and carrying your acceptance or decline of it. Your Directory listing is not compensated by the Platform Fee: claiming and keeping a listing is free of charge today, no fee, feature or placement in the Directory is charged to you today, and every profile is presented on the same terms as every other. If Provider later introduces a listing fee, an optional paid feature or sponsored placement, it will do so only on the notice, and within the limits, that Section D.4 of the Portal Terms states, and the Platform Fee will still not compensate your listing.
(b) Engagement infrastructure. The tools through which a Firm defines a Scope, you accept or decline it, additional Scope is requested and approved, Delivery Periods are set and extended, and each Engagement is linked to the Firm's matter on the Platform.
(c) Payment collection, invoicing and remittance. Collecting the Service Amount from the Firm at formation as your limited agent; issuing the invoice and receipt in your name with the Platform Fee stated separately; onboarding and maintaining your payout account with the payment processor; remitting amounts to you; processing the refund and recovery instructions in Sections 4.4, 4.6, 4.8, 4.9 and 10.5; and contesting unfounded chargebacks.
(d) Engagement communications and document handling. Secure messaging between you and the Firm about an Engagement; transmission, storage and delivery of records and deliverables through the Platform, including PHI under the Business Associate Agreement; and retention of the Platform record of the Engagement.
(e) Operational support. Technical and account support for the Platform, the acceptance and onboarding screens, and the payout account; information-return support under Section 5.4; and the published settlement schedule.
The Platform Fee does not compensate, and Provider does not furnish: the referral, recommendation, steering or introduction of any Firm, client, patient or matter to you; the referral or recommendation of any person to you for medical care or treatment; the promotion of your profile over any other; any evaluation, endorsement or verification of your qualifications or work; or any service whose value depends on the number, value or outcome of matters. No medical care or treatment is offered, engaged or compensated through the Platform.
Schedule B is the set of commercial terms shown to you on the acceptance screen and recorded with your acceptance. It is specific to you and changes only when you accept a new Schedule B. It contains:
Expert / Consultant: [LEGAL NAME], practicing through [ENTITY, if any]; profile designations: [Consultant / Expert / both].
Platform Fee: twenty percent (20%) of each Service Amount, stated separately on each invoice and deducted from remittances. Fixed per Engagement at the rate in effect at formation. [Individually negotiated rate, if any: ___%.]
Processing charges: passed through to you, if any: [PROCESSING_CHARGES or "none"]; non-returned processing charges on refunds and reversals borne by: [PROVIDER / EXPERT] (never by the Firm, whose refund is in full under the Firm Terms); Platform Fee on approved expenses: [APPLIES / DOES NOT APPLY]; Platform Fee on a voluntary refund under Section 4.8: [RETURNED / RETAINED].
Standard settlement schedule: as published on the Platform at [LINK] on the date of each Engagement; currently [SETTLEMENT_SCHEDULE]. Subject to change under Section 11.1.
Default Delivery Period: sixty (60) days unless a different default is stated here: [DELIVERY_PERIOD].
Published rates on the acceptance date (for the record only; you may change them under Section 3.1): [RATE SCHEDULE SNAPSHOT].
Any individually negotiated term: [NONE / TEXT].
Accepted by: [TYPED NAME] on [DATE, TIME, TIME ZONE] from [IP]; Agreement version [VERSION]; Schedule A version [VERSION].
By completing the acceptance screen you acknowledge that you have read this Agreement, including Schedules A and B and the documents incorporated in Section 1.4, and agree to be bound by it.