Effective September 15, 2026 · Version v2.23
Version v2.23 · Effective September 15, 2026 · Published September 15, 2026
These Terms of Service (the "Terms" or this "Agreement") are between OCTICASE, INC., a corporation organized under the laws of the State of Delaware (EIN 42-4284513) ("Provider" or "Octicase"), and the customer who accepts them ("Customer"). Provider engages personnel located outside the United States to provide software development, support and administrative services. Those personnel access Customer Data as described in the Data Processing Addendum, the Subprocessor List and, where applicable, the Business Associate Agreement, each of which identifies the entities concerned and gives Customer the notice and objection rights set out in those documents. No such entity is a party to these Terms and Customer contracts solely with Provider.
How you accept these Terms
You accept these Terms by clicking to accept them when you create an account or start a subscription. No handwritten signature or countersignature is required; your click is your electronic signature under the ESIGN Act and the Uniform Electronic Transactions Act. These Terms take effect on the date you accept them (the "Effective Date") and stay in effect for as long as you use the Services.
The individual accepting on Customer's behalf represents that they have authority to bind Customer.
These Terms incorporate the Data Processing Addendum, the Acceptable Use Policy, the Refund Policy, the Data Retention and Deletion Policy, the Service Level Commitments, the Subprocessor List, the applicable Schedule for Customer's type, and -- where Customer handles Protected Health Information -- the Business Associate Agreement. Each is available from Provider on request and, from the earlier of the date the Services launch and the date the first Beta Participant is admitted, at trust.octicase.com, and each forms part of these Terms. For any Platform Engagement with an expert or consultant, the Default Engagement Terms also form part of these Terms as Section 17.6 provides.
Provider records who accepted these Terms, which version, and when. Customer may request that record at any time.
"Affiliate" means an entity controlling, controlled by, or under common control with a party.
"Aggregated Data" means data derived from Customer Data that has been de-identified, anonymized, or aggregated such that it does not identify Customer or any individual.
"Authorized User" means a User identified by Customer to access the Services under Customer's account. An individual may be an Authorized User of more than one Customer; Section 2.10 governs that case.
"Business Associate Agreement" or "BAA" means the agreement so titled, incorporated by reference under Section 9.2, governing the handling of Protected Health Information under HIPAA, applicable to any Customer that handles Protected Health Information through the Services.
"Confidential Information" means non-public information of either party that is marked confidential or that a reasonable person would understand to be confidential.
"Customer Data" means any data, content, files, documents, or other materials submitted by or on behalf of Customer to the Services, including matter records, intake information, medical records, expert reports, vendor work product, and correspondence. Customer Data includes deliverables delivered to Customer under a Platform Engagement and content placed in Customer's matter by a Seller or by another Customer under Section 4.14, once received.
"Customer Type" means the category of Customer set out in the Subscription Confirmation, as further described in Section 3.1 and the corresponding Schedule.
"Data Processing Addendum" or "DPA" means the data processing addendum so titled, incorporated by reference under Section 9.1 and applicable to all Customers.
"Default Engagement Terms" means the terms so titled, available from Provider on request and published at trust.octicase.com from the date the Services launch, that govern each Platform Engagement with an expert or consultant between Customer and the Seller unless they agree otherwise as those terms allow; a Platform Engagement with a partner is governed by the terms the partner publishes on the Services and, where those terms are silent, by the Default Engagement Terms applied mutatis mutandis, as the Partner Agreement provides. "Expert Agreement" means the Expert and Consultant Services Agreement between Provider and an expert or consultant who offers Platform Engagements, and "Partner Agreement" means the agreement between Provider and a partner who offers services through the Services. Customer is not a party to the Expert Agreement or a Partner Agreement.
"Documentation" means the user guides, online help, and operating manuals made available by Provider for the Services.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, including the regulations promulgated thereunder.
"Personal Information" means personal information, personal data, or similar terms as defined under applicable United States privacy laws, including the California Consumer Privacy Act as amended by the CPRA and the comprehensive privacy statutes of other states as they take effect.
"Personnel" means Provider's employees and contractors, any person Provider engages to perform or support the Services, including personnel employed by a service provider engaged by Provider, and any person Provider places with a Customer under Section 2.9.
"PHI" means Protected Health Information as defined in 45 CFR 160.103.
"Platform Engagement" means the purchase by Customer, through the Services, of services from an expert, consultant or partner who has agreed to be engaged through the Services, as described in Section 4.16. It does not include Customer's own listing or any engagement Customer makes outside the Services.
"Schedule" means a Customer-Type-specific schedule attached to this Agreement, being Schedule A (Law Firm Customers), Schedule B (Medical / Case-Review Customers), Schedule C (Records / Vendor Customers), Schedule D (Settlement / Claims Customers), and Schedule E (Independent Case Manager / Unverified Customers). This Agreement governs business Customers only. Individuals using the Services in their personal capacity contract under the Consumer Terms of Service, not under this Agreement.
"Seller" means an expert, consultant or partner from whom Customer purchases a Platform Engagement, as Section 4.16 provides.
"Services" means the cloud-based Octicase platform identified on the Subscription Confirmation, including any portals, APIs, mobile applications, and related professional services made available by Provider.
"Subscription Confirmation" means the ordering document or online registration that identifies the Customer Type, Subscription Plan, fees, term, and any optional add-ons.
"Subscription Plan" means the tier and feature set selected by Customer on the Subscription Confirmation, defining seat counts, storage, support level, and add-on availability.
"Subscription Term" means the initial term and any renewal terms set out in the Subscription Confirmation.
"User" means an individual authorized to access the Services under Customer's subscription.
Subject to this Agreement, Provider grants Customer and its Authorized Users a non-exclusive, non-transferable, revocable right during the Subscription Term to access and use the Services solely for Customer's internal business operations and in accordance with the Documentation.
Customer shall not, and shall not permit any User or third party to: (a) copy, modify, or create derivative works of the Services or Documentation; (b) reverse engineer, decompile, or disassemble the Services; (c) remove or obscure any proprietary notices; (d) use the Services to develop a competing product; (e) sublicense, resell, or make the Services available to any third party other than Authorized Users; (f) use the Services for benchmarking or competitive analysis; or (g) circumvent any technical limitations of the Services.
Provider may modify, enhance, or update the Services at any time. Provider will use commercially reasonable efforts to provide advance notice of material feature deprecations or material changes that adversely affect Customer's use of the Services. Routine maintenance, security patches, and minor enhancements may occur without prior notice.
Provider may offer features designated as "Beta," "Preview," or "Early Access." Beta features are provided as-is, without warranty, and may be modified or discontinued at any time.
Customer is responsible for: (a) procuring and maintaining its own equipment and Internet connectivity; (b) the accuracy and completeness of all account and User information; (c) the activities of all Users on its account; (d) maintaining the confidentiality of credentials; and (e) promptly notifying Provider of any unauthorized access.
Provider provides the Services on a commercially reasonable efforts basis. Specific uptime commitments, scheduled maintenance windows, and service credits, where offered, are set forth in the Service Level Commitments identified on the Subscription Confirmation or published in the Trust Center. Provider does not warrant uninterrupted, error-free, or instantaneous operation of the Services.
The Services may include open-source software components subject to their own licenses. Provider maintains a list of such components and their licenses, available on request to legal@octicase.com. To the extent any open-source license conflicts with this Agreement with respect to a specific component, the open-source license controls only as to that component.
At launch the Services are offered for use in the practice of law in the State of California. Provider will not enable the Services for a jurisdiction it has not cleared. Customer represents that it is licensed to practice, and conducts the practice or business for which it uses the Services, in California, or that Provider has confirmed in writing that Customer's jurisdiction has been cleared. This Section governs where the Services may be used in practice, not where an individual Authorized User happens to be physically located at a given moment. Provider may geographically restrict access to enforce this Section.
Three components of the Services are addressed by this Section: (a) a professional Directory; (b) a customer relationship management application sold to Law Firm Customers ("CRM"); and (c) a consumer self-assessment tool ("Understand My Options"). The Services include other components, described elsewhere in this Agreement. The Directory and Understand My Options are independent products. Provider does not pass information a consumer enters into Understand My Options into any Directory query, does not filter, sort, rank, or personalize Directory results using Understand My Options information, and does not transmit any consumer's case information to any attorney (other than a summary or link that the consumer itself directs to be sent, as the Consumer Terms of Service provide), law firm, or other professional by any channel.
Staffing services are not available today. Provider places no case manager with any Customer under this Section, and staffing hours cannot be purchased. This Section is suspended: it states the terms that will govern the service if and when Provider makes it available, the remainder of it is written as it will then read, and it has no present application. Before any placement begins, Provider will notify Customer and will update the Data Processing Addendum, the Subprocessor List and, where Protected Health Information is involved, the Business Associate Agreement, with the notice and objection rights those documents provide; those documents, and not this Section, will state how the placed personnel are engaged and whether any third party acts as a Sub-processor. If Provider makes staffing services available and Customer purchases them, Provider will arrange for one or more case managers to be placed with Customer and to work on Customer's matters; those personnel will not be employees of Customer; and time will be drawn against a prepaid balance of hours at the rate stated at purchase, on the commercial terms, including suspension and refund, set out in the Refund Policy.
Supervision. Placed personnel are not attorneys and do not provide legal services. Customer directs and supervises their work and remains responsible for compliance with the rules of professional conduct of every jurisdiction in which Customer practices, including the duty to supervise non-lawyer assistants. Nothing in the placement transfers to Provider any responsibility for Customer's clients, for the exercise of professional judgment, or for the outcome of any matter, and no attorney-client relationship arises between Provider and Customer's clients.
Confidentiality and protected health information. Placed personnel access Customer's matter content, which may include material subject to the attorney-client privilege and the work product doctrine, and may include Protected Health Information. That access is governed by the Data Processing Addendum and, where PHI is involved, by the Business Associate Agreement, and it is disclosed in the Subprocessor List. Placed personnel are bound by written confidentiality obligations no less protective than those Provider owes Customer under Section 8.
Conflicts of interest and non-exclusive placement. A case manager may be placed with more than one Customer at the same time. Provider discloses that fact to Customer at placement and on request, without identifying any other Customer. The Services present one Customer's environment at a time, and placed personnel access only the environment of the Customer whose work they are performing.
Provider does not perform a conflict-of-interest check across Customers and is not able to do so, because that would require comparing one Customer's matters against another's. Customer is therefore responsible for determining, before accepting a placement and on a continuing basis thereafter, whether a placed individual presents a conflict or a risk to Customer's duty of confidentiality, and for applying whatever screening its professional obligations require. Customer may ask a placed individual whether they have worked on any matter involving a given incident, defendant, insurer or party, and Provider will not obstruct that inquiry.
Customer may require that a placement be exclusive to Customer, and may require the removal of any placed individual at any time and for any reason, without penalty. Placed personnel are bound by written confidentiality obligations that survive the end of the placement and that apply to each Customer's information separately. Nothing in this Section relieves Customer of its own obligations regarding conflicts, confidentiality and the supervision of non-lawyer assistants.
Customer may identify as an Authorized User an individual who is not employed by Customer, including a case manager, virtual assistant or other support professional engaged by Customer directly or through a staffing agency. Such an individual is Customer's Authorized User, is not placed by Provider, and is not Provider's Sub-processor. Section 2.9 does not apply to them.
The Services permit a single Authorized User identity to be associated with more than one Customer, with a control that switches between them. The Services are designed so that a single Authorized User identity accesses one Customer's environment at a time, and Provider offers no search, reporting or export function that spans the environments of different Customers. Provider does not represent that no defect can cause data of one Customer to be presented in another Customer's environment. Defects known to Provider that could affect that separation are disclosed to Customer as Section 1.4 of the Beta Participation Agreement provides and, after the Beta, as Section 4.6 of the Data Processing Addendum provides for a Personal Data Breach.
Disclosure. Where an Authorized User identified by Customer is also associated with another Customer, Provider will disclose that fact to Customer when access is granted and on request, without identifying any other Customer. Provider does not perform a conflict-of-interest check across Customers and is not able to do so, because that would require comparing one Customer's matters against another's.
Customer responsibilities. Customer represents that it has the right to grant each Authorized User access to its account and to Customer Data, that it has performed whatever conflict, confidentiality and screening its professional obligations require, and that each Authorized User is bound to Customer by written confidentiality obligations covering Customer Data, including material subject to the attorney-client privilege and the work product doctrine and any Protected Health Information. Customer remains responsible under Section 2.5(c) for that individual's activity on its account, and for the supervision of non-lawyer assistants under the rules of professional conduct of every jurisdiction in which Customer practices.
Customer may require that an Authorized User's access be exclusive to Customer, and may revoke any Authorized User's access at any time and for any reason. Customer may ask an Authorized User whether they have worked on any matter involving a given incident, defendant, insurer or party, and Provider will not obstruct that inquiry.
Limits of the switching control. The environment switch separates data. It does not separate what an individual knows. Customer acknowledges that an individual with access to more than one Customer retains the knowledge acquired at each, that no technical control in the Services prevents that, and that the screening required by Customer's professional obligations is a matter for Customer and not for Provider.
Before enabling the full Services for a Law Firm Customer, Provider verifies the license and standing of the account owner with the State Bar of California or the corresponding regulator of a jurisdiction cleared under Section 2.8, and may verify the identity and business registration of any Customer. Verification confirms the fact checked and nothing more; it is not an endorsement. An account presented as a law firm is subject to Schedule E, not Schedule A, until its owner is verified, whatever Customer Type the Subscription Confirmation records. Customers of the Customer Types to which Schedules B to D apply are treated as verified on the representations in those Schedules and any check Provider performs under this Section; they are not Unverified Customers and may purchase Platform Engagements.
A Customer that does not fall within the Customer Types to which Schedules A to D apply, being a case manager, virtual assistant or other support professional who opens an account in its own name, or an account presented as a law firm whose owner has not been verified as a licensed attorney (each an "Unverified Customer"), may subscribe, pay, create and manage matters, upload and organize records, use the workflow features, browse the Directory and the video library, and connect its own mailbox under Section 4.15 and send from it. Until verified, an Unverified Customer may not: (a) create or send document packages through the Services; (b) use Provider's templates or the electronic-signature feature; (c) create a client portal or invite clients to one; (d) send email, text messages or faxes generated by the Services; (e) purchase Platform Engagements; (f) transfer a matter to, or share a matter with, anyone other than a law firm it has identified on its account under Schedule E; (g) describe itself, on or through the Services, as a law firm or as providing legal services; or (h) invite any other person to its account, or create groups within it. An account that has not been verified is a single-user account, and the Services accept no invitation to it; on an account reverted to Unverified status under this Section, no further person may be invited and no new group created, and access already granted continues until Customer revokes it. Verification of the account owner as a licensed attorney lifts these restrictions.
An Unverified Customer that handles medical records or other Protected Health Information in the Services must identify, on its account, the law firm for which it acts, and that firm must itself be a Customer that has accepted the Business Associate Agreement. Once the firm confirms that identification, that confirmation has the effect of the firm identifying the Unverified Customer as its Authorized User under Section 2.10 for the purposes of the firm's Business Associate Agreement and Data Processing Addendum, and the Unverified Customer handles the firm's Protected Health Information under that firm's Business Associate Agreement rather than under one of its own. For a share or transfer between the Unverified Customer and that firm under Section 4.14, the firm's acceptance of the Business Associate Agreement satisfies the requirement that both Customers have accepted it. An Unverified Customer that does not identify such a firm may not upload, store or transmit Protected Health Information through the Services. Schedule E applies to Unverified Customers.
Provider may re-verify any account at any time and may revert an account to Unverified status, on notice, where the verified attorney leaves the account, where a license becomes inactive, suspended or revoked, or where the information relied on proves inaccurate. On reversion, the restrictions of this Section apply from the date of notice: existing client portals, pending packages and templates become read-only, and open Platform Engagements continue to completion under the Default Engagement Terms or the partner's published terms, as Section 4.16 provides, but no new ones may be purchased. Misrepresenting the status or license of an account owner is a material breach under Section 6.2.
This Agreement applies to all Customers regardless of business type. Provider's Services are offered to a range of professional service providers and end users in the personal-injury legal ecosystem. The applicable Customer Type is identified on the Subscription Confirmation, and the corresponding Schedule (and any Customer-Type-specific representations and obligations) is incorporated into this Agreement by reference. The Customer Types are:
| Customer Type | Examples | Applicable Schedules |
|---|---|---|
| Law Firm Customer | Personal-injury law firms, solo practitioners, multi-attorney firms | Schedule A (Law Firm) + BAA where PHI is handled |
| Medical / Case-Review Customer | Legal nurse consultants, IME doctors, life-care planners, vocational rehab, economists | Schedule B (Medical / Case-Review) + BAA where PHI is handled |
| Records / Vendor Customer | Medical records retrieval, court reporters, process servers, translators, investigators | Schedule C (Vendor) + BAA where PHI is handled |
| Settlement / Claims Customer | Lien resolution, structured settlement firms, TPAs, insurance carriers, claims management | Schedule D (Settlement/Claims) + BAA where PHI is handled |
| Independent Case Manager / Unverified Customer | Case managers, virtual assistants and other support professionals who open an account in their own name and fit no other Customer Type; any account presented as a law firm whose owner is not verified as a licensed attorney | Schedule E (+ the BAA of the law firm it identifies, as Section 2.11 provides) |
Where this Agreement uses the phrase "if Customer is a Law Firm Customer" or analogous language tied to a Customer Type, the relevant provision applies only to Customers of that Customer Type. Customers of other types are not bound by, and do not represent compliance with, those provisions. Customer Type-specific representations are set forth in the applicable Schedule.
If Customer's business activities span more than one Customer Type (for example, a settlement-services business that also retains in-house counsel), the Subscription Confirmation will identify the primary Customer Type, and Customer agrees to comply with all applicable Schedules. Provider may, at its discretion, require execution of supplemental Schedules.
Customer shall comply with all laws, regulations, and professional standards applicable to its business and to its use of the Services, including data protection laws, HIPAA (if Customer handles PHI), and any industry-specific regulations applicable to Customer's profession.
Customer represents and warrants that it has all rights, consents, and authorizations necessary to submit Customer Data to the Services and to permit Provider to process Customer Data as contemplated by this Agreement and the DPA. Customer is responsible for the accuracy, quality, and legality of all Customer Data and for the means by which Customer acquired Customer Data.
Customer shall use the Services in accordance with the Acceptable Use Policy, which is available from Provider on request and, from the earlier of the date the Services launch and the date the first Beta Participant is admitted, at https://trust.octicase.com/aup. Without limiting the foregoing, Customer shall not use the Services to: (a) transmit unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable material; (b) violate any third-party intellectual property right; (c) transmit malicious code; (d) attempt to gain unauthorized access to any system; or (e) engage in activities that interfere with or disrupt the Services.
Customer shall additionally comply with the obligations set forth in the Schedule applicable to its Customer Type. To the extent any provision of a Schedule conflicts with this Terms of Service, the Schedule controls for the matter addressed by the conflict, but only as to the Customer of the corresponding Customer Type and subject to Section 17.6(d).
Customer that is not a Law Firm Customer shall not use the Services to provide legal advice, prepare legal documents on behalf of others, represent any party in any matter, or otherwise engage in activity that constitutes the unauthorized practice of law in any jurisdiction. Customer is responsible for ensuring that its use of the Services remains within the lawful scope of Customer's profession or status.
The Services include an integration with DocuSeal for electronic signature workflows. DocuSeal is deployed self-hosted inside Provider's own infrastructure, so document content is not transmitted to a third-party e-signature vendor. Customer is solely responsible for ensuring that any electronically signed document complies with the legal, regulatory, and professional conduct requirements of every jurisdiction where the document is intended to have legal effect, including (without limitation): (a) for Law Firm Customers, Cal. Bus. & Prof. Code Section 6147 governing personal injury contingency fee agreements, and the equivalent rules of any other jurisdiction Provider has cleared in writing under Section 2.8; (b) the applicable Rules of Professional Conduct concerning fee agreements, conflict disclosures, and client communications; and (c) for all Customer Types, the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sections 7001 et seq.), the Uniform Electronic Transactions Act, HIPAA where PHI is involved, and any industry-specific requirements.
Provider does not validate, audit, or warrant the legal sufficiency of any document executed through the Services. Provider does not provide legal advice as to whether an electronic signature satisfies any specific state, federal, or professional conduct requirement. Provider may, in its discretion, replace, supplement, or discontinue the signature capability on reasonable notice. Customer assumes all risk regarding the legal validity and enforceability of electronically signed documents.
The Services include AI-powered features delivered through the AI processors identified in the Subprocessor List. Where PHI is involved, each is engaged under a Business Associate Agreement, and Provider does not enable an AI feature for PHI until that is in place throughout the processing chain, as Section 4.9 of the DPA provides. All AI-generated content -- including case valuations, settlement estimates, demand letter drafts, legal summaries, medical record summaries, document classifications, chatbot responses, and any other AI output -- is provided for informational purposes only and does NOT constitute legal, medical, or other professional advice.
(a) No Legal Advice. Provider does not practice law, does not provide legal advice, and does not create any attorney-client relationship. AI output is not a substitute for professional judgment.
(b) Case Valuations and Settlement Estimates - Restricted to Law Firm Customers. Case valuation, settlement range, and demand estimate outputs about a particular claim are available only within the CRM, for the professional use of licensed attorneys and their supervised staff. They are NOT generated for, displayed to, or made available to any consumer, or to any person using Understand My Options. Where available to Law Firm Customers, such outputs are rough approximations based on general statistical patterns and limited user-provided data. They do NOT reflect analysis of comparable jury verdicts, jurisdiction-specific damage caps, case law precedent, or the full facts of any individual case, and must never be relied upon as the sole basis for legal decisions, settlement negotiations, or case strategy.
(c) AI Limitations. AI output may contain errors, omissions, outdated information, or content unsuitable for Customer's specific situation. Where an AI feature draws on the legal research corpus described in Section 18, that corpus is assembled from public sources on a best-effort basis, may not reflect the most recent decisions, statutes or amendments, and Section 18 governs its use. AI features do not otherwise query live legal databases, and no AI feature applies jurisdiction-specific rules unless this Agreement expressly states that it does.
(d) Customer Responsibility. Customer is solely responsible for independently reviewing, verifying, correcting, and approving ALL AI-generated content before using it in any professional capacity. AI tools do not relieve Customer of professional obligations under applicable Rules of Professional Conduct, medical practice standards, or other applicable rules. Consumers using the consumer-facing Services are governed by the Consumer Terms of Service and should not make legal decisions based solely on AI-generated output; they should consult a licensed attorney.
(e) Limitation of Liability for AI. Provider expressly disclaims all liability for damages, losses, costs, or consequences arising from Customer's reliance on AI-generated content. By using any AI feature, Customer acknowledges and accepts that AI output is inherently imprecise and assumes all risk associated with its use.
Customer is responsible for the security of its account, credentials, and the systems it uses to access the Services. Customer shall: (a) maintain confidentiality of all access credentials, including passwords, magic-link tokens, API keys, and share-link tokens; (b) enforce reasonable password and authentication practices among its Users, including the use of multi-factor authentication where offered; (c) promptly notify Provider at security@octicase.com upon discovering any suspected or actual unauthorized access; and (d) accept liability for all activity occurring under its account, except to the extent caused by Provider's gross negligence or willful misconduct.
Customer is solely responsible for compliance with the Telephone Consumer Protection Act (TCPA), Federal Communications Commission rules, state call-recording laws (including two-party-consent states), state bar advertising rules, and state lawyer-referral-service rules with respect to its use of voice intake, SMS, telephone, fax, and other communications features of the Services. Customer must: (a) obtain all required consents before recording any call or session; (b) obtain prior express written consent for any marketing-purpose SMS; (c) comply with opt-out and opt-in requirements; and (d) honor STOP, HELP, and equivalent unsubscribe requests promptly. Provider may suspend Customer's access to messaging or voice features for non-compliance complaints from carriers, regulators, or recipients.
Each party represents and covenants that it complies with the anti-corruption and trade-sanctions laws applicable to it, including, in the case of Provider, the US Foreign Corrupt Practices Act (FCPA) and the regulations administered by the US Office of Foreign Assets Control (OFAC). Customer represents that it is not located in, organized under, or controlled from a country subject to comprehensive US sanctions and is not a person on any US restricted-party list.
Customer shall reasonably cooperate with any audit, investigation, or regulatory inquiry initiated by Provider in connection with Customer's use of the Services, the integrity of the platform, suspected breach of this Agreement, or compliance with applicable law. Each party bears its own costs of such cooperation unless cooperation is required by court order or governmental compulsion.
Where Customer uses the trust accounting, settlement disbursement, lien payoff or litigation-funding repayment features, the following apply.
The features are record-keeping and calculation tools. Provider is not a bank, is not a trustee, is not an escrow agent, and does not hold, control or take custody of client funds. Funds remain in accounts held by Customer at Customer's own financial institution and are moved only on Customer's instruction.
Customer remains solely responsible for compliance with the trust accounting rules of every jurisdiction in which it is licensed, including the requirement to safeguard client property and to maintain records for the period those rules prescribe. Customer is responsible for the accuracy of every figure it enters and for reviewing every calculation before funds move. Provider does not verify the existence, amount, validity or priority of any lien, and does not advise on whether a disbursement is lawful or on how funds should be allocated among competing claimants.
Interest on pooled trust accounts is remitted to the applicable state program by the depository institution, in accordance with the rules of Customer's jurisdiction. Ensuring the account is properly established as an IOLTA account with that institution, and configuring the Services to record it correctly, is Customer's responsibility.
Records generated by these features are retained as stated in the Data Retention and Deletion Policy, including retention periods that survive a deletion request because a professional rule requires it.
The Directory does not accept reviews. Provider does not publish, and does not allow anyone to publish, a review, a rating or a star score of an attorney or law firm listed in the Directory. Where the Services accept reviews of an expert, consultant, vendor or partner who sells through the Platform, the following requirements derive from the Federal Trade Commission Rule cited below and are not waivable by agreement between the parties.
Reviews are not removed, suppressed, reordered or hidden because they are unfavorable. Moderation occurs only under the published Review Moderation Policy, applied identically to every listing, and every moderation action is recorded with the reason and the provision relied upon. A Customer's subscription status has no effect on which reviews are displayed or on their order.
A review submitted by a person with a material connection to the professional reviewed, including an owner, employee, family member or anyone receiving consideration, must disclose that connection. Reviews may not be purchased, and an incentive may not be conditioned on the sentiment of the review. Reviews that are fabricated, generated by software and presented as genuine, or submitted by a person with no genuine experience of the services, are prohibited.
These requirements implement the Federal Trade Commission Rule on the Use of Consumer Reviews and Testimonials, 16 C.F.R. Part 465, effective 21 October 2024, which carries civil penalties for each violation in an amount adjusted annually for inflation. A professional who objects to a factual inaccuracy in a review may use the error-reporting route described on the listing; that route corrects facts and does not remove unfavorable opinion.
Provider does not compute, display or publish an aggregate rating, average score, star rating, ranking or comparative badge for any listed professional. Individual reviews are displayed as submitted, attributed to their author, and shown in a payment-independent order. Provider does not represent that any review constitutes an assessment by Provider of the professional reviewed.
The Services allow a Customer to transfer a matter to another Customer of Provider, to give another Customer view-only access to a matter, or to collaborate with another Customer on a matter with both able to edit it. Where Customer initiates any of these, Customer represents that it has the authority to do so, that it has obtained the informed consent of its client required by Business and Professions Code Section 6068(e) and the Rules of Professional Conduct of every applicable jurisdiction, and that the arrangement does not breach any duty of confidentiality or any fee-division rule, including Rule 1.5.1 where fees are divided between lawyers. The Services ask Customer to confirm that consent expressly each time access is granted, and record who granted, accepted, changed and revoked access and when. Provider transmits nothing until the receiving Customer accepts, and Provider is not a party to any arrangement between the two Customers, including any division of fees, which remains solely their responsibility and must comply with the applicable rules.
For data protection purposes: on a transfer, the transferring Customer is the controller of the transferred data until acceptance and the receiving Customer becomes the controller on acceptance, and the matter, including deliverables already delivered under any Platform Engagement, becomes the receiving Customer's Customer Data; on view-only access or collaboration, the originating Customer remains the controller, the other Customer accesses the matter on the originating Customer's instruction and under its own agreement with Provider, and the originating Customer may revoke that access at any time, after which the other Customer retains nothing except what it lawfully exported while access was open. Where Customer instead shares something through the Services with a person who is not a Customer, including a records package sent to a physician or an adjuster, a video link, or any other file, that person registers with Provider before opening it, giving a name, a telephone number and an email address Provider verifies, and accepts the Consumer Terms of Service for that access, as Section 1.2 of those Terms provides; Provider records who opened what and when and makes that record available to Customer, and Customer may revoke the access at any time, which stops further opening but does not recover what was already downloaded. The same registration applies whatever the sender's Customer Type and whatever the item shared. Where the data includes Protected Health Information, both Customers must have accepted the Business Associate Agreement with Provider before the access is granted, except as Section 2.11 provides for an Unverified Customer and the firm it has identified. A Platform Engagement purchased for a matter remains with the Customer that purchased it and is not transferred or shared with the matter; deliverables delivered after a transfer are delivered to the purchasing Customer's engagement record, not to the transferred matter; and the Seller is not engaged by the other Customer unless it accepts a new engagement from that Customer, as the Default Engagement Terms provide. Provider does not verify the professional propriety of any transfer, access or collaboration.
Receiving Customer. By accepting a transfer, view-only access or collaboration, the receiving Customer makes the same representations as the initiating Customer as to its own authority, conflicts and confidentiality screening, agrees to use the matter only for that matter and for no other purpose, is responsible under Section 2.5(c) for everything its Users do in the matter, and, on revocation or termination, will retain nothing except what it lawfully exported while access was open. Access granted under this Section ends automatically when either Customer's subscription terminates, with notice to the other Customer that does not state the reason; a transfer not yet accepted lapses on termination of either Customer; and a receiving Customer has, for what it lawfully holds, the same retrieval window as Section 6.3 gives.
Disputes between Customers. A dispute between two Customers about a matter, its transfer, access to it or the division of fees is solely between them. Neither will name Provider in it except for Provider's own breach of this Agreement; Provider acts on a shared matter only on the joint written instruction of both Customers or on a court order, and produces the access record of Section 7.5 under Section 9.4.
Where Customer connects a Google or Microsoft mailbox or calendar to the Services, Customer authorizes Provider to access that account for the purposes Customer selects, including synchronizing messages and events, matching correspondence to matters, and sending on Customer's behalf. Access is limited to those purposes and is revocable by Customer at any time from the account provider's own settings and from within the Services. Customer is responsible for ensuring it has authority to connect the account and for any obligation owed to the account provider or to the individuals whose correspondence is synchronized.
Provider processes synchronized content only to the extent necessary for the purposes Customer selects. Correspondence that does not relate to a matter held in the Services is not used for any other purpose and is deleted within the period the Data Retention and Deletion Policy states. Provider does not use synchronized content to train models, to build profiles, or for any purpose other than those Customer selects. Where Provider sends on Customer's behalf, Customer remains responsible for the email and messaging obligations in the Acceptable Use Policy, including accurate headers and sender information and the requirements of Cal. Bus. & Prof. Code Section 17529.5.
On revocation, Provider ceases all further access immediately. Content already synchronized and matched to a matter remains part of that matter and is retained and deleted in accordance with the Data Retention and Deletion Policy. Content synchronized but not matched to a matter is deleted within thirty (30) days of revocation.
Where Customer purchases a Platform Engagement from a Seller, the following apply. Availability. The Platform functions this Section describes operate only once Provider has enabled them, and the description of a function in this Section is not a statement that the function is available today. They include the surface on which a Seller publishes its rate, the screen on which Customer purchases and approves a scope, the authorization and charging of the Service Amount, the delivery-period tracking and automatic cancellation, the invoice and receipt, and the refund and reimbursement mechanics. Until Provider has enabled them, no Platform Engagement can be purchased or formed, no Service Amount is authorized or charged, and no Platform Fee is payable. A Platform Engagement with an expert or consultant is a contract between Customer and the Seller governed by the Default Engagement Terms unless Customer and the Seller record different terms as those terms allow. A Platform Engagement with a partner is governed instead by the terms the partner publishes on the Services and, where those terms are silent, by the Default Engagement Terms applied mutatis mutandis, as the Partner Agreement provides; references in this Section to the Default Engagement Terms apply to those partner terms accordingly. A partner may offer a continuing service for successive service periods (monthly unless the partner's terms or its agreement with Provider state otherwise): each service period is a scope Customer approves in advance when it purchases the continuing service, its Service Amount is charged at the start of the period as a recurring charge Customer authorizes under this Section, Provider issues a receipt for each charge, a rate change applies only after the notice the partner's terms state and only if Customer accepts it on the Services, and either Customer or the partner may end the continuing service for future periods on that notice. Provider is not a party to any Platform Engagement, does not perform, supervise, direct or control the Seller's services, does not evaluate, approve or arbitrate their quality, sufficiency or conclusions, and does not guarantee that any Seller will accept an engagement or perform it.
Prepayment and payment authorization. The price of the scope Customer purchases (the "Service Amount"), at the rate the Seller publishes on the Services, is authorized against Customer's payment method on file when Customer purchases the scope and is charged when the Seller accepts it, at which point the engagement is formed; if the charge fails, no engagement is formed. The amount of any additional scope is charged when Customer approves it on the Services. Customer authorizes Provider to instruct its payment processor to charge those amounts, and consents to the storage of its payment method with the payment processor for that purpose. Customer's payment to the payment processor at Provider's direction, Provider acting as the Seller's limited payment-collection agent, satisfies Customer's payment obligation to the Seller for the scope purchased, and the Service Amount belongs to the Seller from the moment of payment. Provider does not hold the Service Amount pending performance and is not an escrow agent, trustee or fiduciary of Customer or of the Seller.
Seller's access to the matter. By purchasing a Platform Engagement Customer instructs Provider to make available to the Seller the records, information and communications Customer places in the engagement, and authorizes the Seller to receive them. Customer, not Provider, is responsible for having the authority, consents and authorizations that disclosure requires, including any patient authorization under HIPAA or the Confidentiality of Medical Information Act and compliance with any protective order, as the Default Engagement Terms provide. Where the material includes Protected Health Information, Provider makes it available only to a Seller that has accepted the Business Associate Agreement with Provider. Provider obtains no rights in any deliverable other than those Section 7 gives it in Customer Data.
Refunds. Provider processes a refund of a Service Amount only: (a) on the automatic cancellation of a scope (or, for a continuing service from a partner, a service period) of which nothing has been delivered or recorded through the Services by the end of the engagement's delivery period or of that service period as extended under the Default Engagement Terms, subject to the Seller's right to contest that cancellation under the Expert Agreement or Partner Agreement, as applicable; absent a successful contest the Service Amount for that scope is refunded to Customer; (b) on the Seller's instruction through the Services; (c) as a final order of a court or arbitrator directs; or (d) where the Seller dies, ceases business or becomes insolvent (for a partner), becomes unable to perform, loses a required license or is disqualified and gives no instruction within the period the Expert Agreement or Partner Agreement, as applicable, allows, in which case Provider processes the refund of the undelivered scope as that agreement provides. Provider does not process a refund on Customer's request, on Customer's cancellation, or on any disagreement with the Seller's work or conclusions; those matters are between Customer and the Seller under the Default Engagement Terms. The Refund Policy does not apply to Platform Engagements. A refund is paid to the payment method originally charged, for the scope refunded: under (a), within ten (10) business days after the Seller's period to contest the cancellation has closed without a successful contest; under (b), (c) and (d), within ten (10) business days after Provider receives the corresponding amount from the Seller, which Provider recovers as the Expert Agreement or Partner Agreement, as applicable, provides. The treatment of Provider's fee on a refund is as that agreement provides. A duplicate or erroneous charge of a Service Amount is corrected as a correction of the charge, not as a refund under this paragraph. Customer will not dispute with its payment-method provider a charge it authorized under this Section, and will use the dispute route of the Default Engagement Terms instead. If Customer nevertheless obtains a chargeback or reversal of such a charge, Customer's payment obligation to the Seller revives to the extent of the reversal, and Customer will reimburse Provider on demand for the amount reversed and any network fees Provider bears. Provider collects that reimbursement as the Seller's limited payment-collection agent and credits it to the Seller, which discharges the revived obligation. Provider may charge the payment method on file or set the amount off against any amount it owes Customer, and may suspend Customer's ability to purchase Platform Engagements while the dispute is open.
Platform Fee disclosure. Provider charges the Seller a fee (the "Platform Fee"), at the rate stated in Provider's agreement with the Seller (for an expert or consultant, standard rate currently twenty percent (20%) of the Service Amount, published on the Services; for a partner, the standard rate of twenty percent (20%) of the Service Amount unless the partner's Schedule B states a lower percentage, or, where the law so requires, a flat amount per listing period, stated on the invoice; Provider publishes the standard rate on the Services, applies it on the same basis to comparable partners, and does not charge any partner more than the published standard rate), for the Services through which the engagement is formed, paid and delivered, which is deducted from the amount Provider remits to the Seller and is stated separately from the Seller's fee on the invoice and receipt Provider issues in the Seller's name. That fee is payable by the Seller, not by Customer, is fixed when the engagement is formed, and does not vary with the outcome of any matter or with any consumer's contact with, or retention of, any professional. The price Customer pays through the Services does not exceed the price the Seller publishes for the same scope, and a partner's published price does not exceed the rate on its own public price list for the same scope, as the Partner Agreement requires. A Seller may be an Affiliate of Provider or a business that supplies services to Provider; that relationship is disclosed on the Seller's profile and at purchase, and the Seller is engaged on the same terms as any other Seller. Customer may disclose the fee arrangement in any expert disclosure the rules of a matter require, and Provider will provide the invoice and receipt for that purpose on request.
Partner staff. Where a partner supplies personnel who work on Customer's matters, Customer purchases that service from the partner as a Platform Engagement under the partner's published terms, and the personnel's time is recorded against the matter at the rate Customer sets, for Customer's own cost allocation; Provider records that time and does not pay the partner's personnel. How Customer accounts for the cost of any Platform Engagement, including whether it treats it as a cost of the matter, is Customer's responsibility under its own professional and accounting rules. The partner's personnel are Customer's Authorized Users under Section 2.10 for the access Customer grants them, not Personnel placed under Section 2.9, and Customer may not grant them access to Protected Health Information before the partner has accepted the Business Associate Agreement; whether Customer may hire them, and on what terms, is governed by the partner's published terms. Where Customer purchases a person-location service from a partner, Customer attests at purchase that the person is an existing client, witness or party to be served in a matter Customer identifies, never a prospective client.
Taxes and information returns. The Service Amount excludes taxes. Where a tax applies to a Seller's services or deliverables, it is shown at checkout and collected for the Seller or, where the law so requires, by Provider as a marketplace facilitator; the Seller is responsible for its own tax treatment. Provider or its payment processor files the information returns that apply to payments settled through the Services, and Customer does not issue an information return to the Seller for amounts paid through the Services; Customer relies on its own advisers for its own reporting.
Suspension, termination and removal of Sellers. A suspension of Customer's account under Section 6.4 or 6.5 does not by itself stop a Seller's delivery through the Services or trigger the automatic cancellation described in paragraph (a) under "Refunds". On termination of Customer's subscription, an open Platform Engagement continues to completion or is cancelled as the Default Engagement Terms provide, and a continuing service from a partner ends at the end of the current service period with no later period charged; a suspension of Customer's account does not stop charges for service periods already purchased unless Customer ends the service; the engagement record and its deliverables remain accessible to Customer until thirty (30) days after delivery or cancellation, even where that is later than the retrieval window of Section 6.3, and nothing else is retained for Customer beyond that window. Provider may suspend or remove a Seller from the Services at any time without liability to Customer; an open engagement with a removed Seller is completed or cancelled under the Default Engagement Terms and the Expert Agreement or Partner Agreement, as applicable.
Disputes with a Seller. A dispute between Customer and a Seller is solely between them under the Default Engagement Terms. Customer will not name Provider in it except for Provider's own breach of this Agreement, and will not seek from Provider any relief other than the engagement record, which Provider makes available under Section 7.5 and produces under Section 9.4. Customer will not move an open Platform Engagement off the Services, or invite a Seller to do so, in order to avoid the Platform Fee.
Sections 4.7 (AI output) and 4.12 (trust accounting) are not altered by this Section, and Schedule A.5 applies subject to Section 17.6(d): the Seller's fee is a cost of Customer's practice or of the matter, not a share of any recovery, and no Seller's compensation is contingent on the outcome of any matter.
Customer shall pay the fees set out in the Subscription Confirmation ("Fees"). Service Amounts paid for Platform Engagements under Section 4.16 are not Fees. Fees are exclusive of taxes, which are Customer's responsibility (other than Provider's net income taxes). Unless otherwise stated, Fees are quoted in US dollars and are non-refundable except as expressly provided in the Refund Policy.
Fees are due in advance of the applicable Subscription Term, on the schedule set out in the Subscription Confirmation. Customer authorizes Provider (or Provider's payment processor) to charge Customer's payment method for Fees due. Customer further authorizes the charges for Platform Engagements described in Section 4.16, including additional scope Customer approves, to the payment method on file, and may update that payment method at any time on the Services.
Stored payment method. Customer's payment method is stored with Provider's payment processor and is used for Fees, for usage and add-on charges, and for Platform Engagement charges. Before each Platform Engagement charge, including each additional scope Customer approves, the Services display the amount to be charged, and Provider issues a receipt for every charge. Charges are in US dollars. Customer may replace or remove the stored payment method at any time on the Services; removal does not affect charges already authorized, and, as Section 4.16 provides, a Platform Engagement is not formed if the charge for it fails when the Seller accepts.
Past due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Provider may suspend the Services for non-payment after 10 days' written notice.
Either party may give written notice of non-renewal at any time before the end of the then-current Subscription Term, and the Subscription Term then ends at the end of that term without renewing. Absent such notice, the Subscription Term automatically renews for successive periods equal to the initial term, at Provider's then-current rates. Where the Subscription Term is longer than one month, notice of non-renewal must be given at least thirty (30) days before the end of the then-current Subscription Term. Provider will notify Customer of any increase in rates at least thirty (30) days before the start of the renewal term to which the increase applies, and the increase takes effect only from the first renewal term that begins after that notice period expires; absent that notice, that renewal takes effect at the rates in force during the expiring term. This Section 5.4 applies to Subscriptions acquired for business purposes, including Subscriptions purchased by law firms, professionals, and other business Customers. It does not apply to a Subscription acquired by an individual for personal, family, or household purposes; any such Subscription is governed by the Consumer Terms of Service and by the California Automatic Renewal Law (Cal. Bus. & Prof. Code sections 17600 et seq.), which permits cancellation online through the same medium used to subscribe.
Some features (including HIPAA-related features, AI token allocations, additional storage, text messages sent, the artificial-intelligence voice agent, and integrations) are usage-based or add-on features and are billed in addition to the base Subscription Plan as set out in the Subscription Confirmation. Additional users are a separately charged add-on for Customers other than Unverified Customers, whose accounts are single-user accounts under Section 2.11. Prepaid AI credits may be purchased up to the maximum prepaid balance stated on the Services at the time of purchase; Provider may set and change that maximum for future purchases on notice. Inbound and outbound fax numbers are a separately charged add-on for Customers other than Unverified Customers. Watermarked, view-only share links for video-library content tied to a matter are a separately charged add-on for a stated period, renewable on notice; viewing the video library within the Services is included in the Subscription Plan. Prepaid AI credits are not transferable between accounts and are refundable only as the Refund Policy provides. On termination, watermarked share links are disabled and fax numbers are released after the retrieval window of Section 6.3.
This Agreement is effective from the Effective Date and continues for as long as Customer uses the Services and, where Customer holds a subscription, at least until expiration of the Subscription Term, unless earlier terminated as set forth in this Agreement. Where Customer uses the Services without a subscription, including as a participant in the Beta, there is no Subscription Term and this Agreement ends when Customer's access to the Services ends, subject to Section 17.12.
Either party may terminate this Agreement for material breach by the other party that remains uncured for 30 days following written notice. Provider may terminate immediately and without notice for: (a) Customer's non-payment beyond the cure period; (b) breach of the Acceptable Use Policy; (c) breach of intellectual property obligations; or (d) any activity by Customer that exposes Provider to legal liability or regulatory enforcement.
Upon termination: (a) Customer's right to access the Services ceases; (b) Customer has the thirty (30) day data retrieval window provided by Section 4.7 of the DPA, and Provider will return or delete Customer Data on the timelines and terms set out in that Section and, where PHI is involved, in Section 12 of the BAA; (c) accrued payment obligations survive; (d) provisions intended to survive (including confidentiality, indemnification, and limitations of liability) survive termination; (e) open Platform Engagements are completed or cancelled, and remain accessible, as Section 4.16 provides; (f) access to matters shared with or by Customer under Section 4.14 ends, with notice to the other Customer; and (g) unused prepaid credits, share links and fax numbers are treated as Section 5.5 provides.
Provider may suspend Customer's access to the Services in the event of a security incident, suspected unauthorized access, or material breach, with notice as soon as reasonably practicable.
Provider may suspend Customer's access to the Services, in whole or in part, if Provider reasonably believes that Customer's use of the Services (a) poses an imminent threat to the security, availability, or integrity of the platform or other Customers; (b) violates applicable law; (c) materially breaches the Acceptable Use Policy; or (d) is the subject of a regulatory investigation or governmental compulsion that requires suspension. Provider will provide notice of the suspension and an opportunity to cure where reasonably practicable, except where notice would compromise the investigation or applicable law prohibits it.
As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Provider a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide the Services, prevent fraud and abuse, comply with legal obligations, and as further described in the DPA.
Provider retains all right, title, and interest in the Services, the Documentation, all underlying technology, and any feedback Customer provides about the Services. Customer assigns to Provider any feedback or suggestions about the Services that Customer provides.
Customer owns Customer Data, as Section 7.1 provides. Customer grants Provider a non-exclusive, perpetual, irrevocable, royalty-free license to create Aggregated Data (which, as defined in Section 1, includes de-identified data) from Customer Data and to use, analyze, combine with other data, and commercially exploit that Aggregated Data, including by creating data products and licensing them to third parties, on the following conditions, which are material: (a) Aggregated Data does not identify Customer, any client, patient or other individual, and Provider will not re-identify, or attempt to re-identify, any individual or Customer from it; (b) information derived from Protected Health Information is de-identified only in accordance with 45 CFR 164.514(b), under the authorization the Business Associate Agreement gives for that purpose, and medical information not subject to HIPAA is de-identified to the same standard and in accordance with the Confidentiality of Medical Information Act; health information that is not so de-identified is not used under this license; (c) Aggregated Data that Provider licenses to a third party is licensed under a written contract, our Data Product License Agreement, that prohibits re-identification and any attempt at it and requires the same of the recipient's own recipients, and, where the data was derived from health information, contains the terms that California Civil Code Section 1798.148 requires; (d) Aggregated Data is not used to train, retrain or fine-tune any machine-learning or artificial-intelligence model unless Customer agrees in writing, as Section 4.9 of the DPA and the Business Associate Agreement provide. Customer gives or withholds that agreement on a separate screen presented at onboarding and available at any time in Customer's account settings, whose wording is Screen B1 of our Consent Screens, which states the categories of Aggregated Data concerned, that the models trained on it are Provider's and serve Provider's other customers, and how to withdraw. Customer may withdraw the agreement at any time, effective for Aggregated Data created after the withdrawal; withdrawal does not require Provider to retrain or discard a model already trained, except where a court, a regulator or applicable law requires it, in which case Provider will do so; Provider states this on that screen rather than leaving it to be discovered. Provider records the agreement, the version of the text shown and the date, and never applies it retroactively to Aggregated Data created before it was given; and (e) Provider publishes the method of de-identification it uses and its commitment not to re-identify, in its Privacy Policy. This license survives termination as to Aggregated Data created before termination. Aggregated Data created under this license is not Customer Data, is not subject to return, deletion or export under Sections 6.3 and 7.5, the DPA or the Business Associate Agreement, and survives the deletion of the Customer Data from which it was derived. As between the parties, Provider owns all right, title and interest in Aggregated Data, in the data products built from it, and in any model trained on it under paragraph (d); Customer acquires no interest in them by having contributed the Customer Data from which they were derived. This Section allocates rights between the parties only. It does not limit any obligation of Provider under applicable law or any order of a court or regulator, including an obligation to delete data, to cease using it, or to retrain or withdraw a model. For a matter shared or transferred under Section 4.14, the license is granted by the Customer that controls the matter at the time the data is created.
Provider collects and generates data about the operation of the Services and about how they are used, including technical logs, event and performance records, timings and durations of workflow steps, search and navigation events, feature adoption, quantities, prices offered and accepted on the Platform, response and completion rates, error and support records, and statistics derived from any of them ("Usage Data"). Usage Data is Provider's own data and is not Customer Data: Provider owns it, may retain it during and after the term, and may use, analyze, combine, publish, license and otherwise commercially exploit it, including to train Provider's models. Before an event becomes Usage Data, Provider removes the free text a user entered, including the terms of a search and the payload of an error or support record, and retains only the fact, type and timing of the event. Provider will not include in Usage Data, or derive from it, the content of any matter, document, deliverable, message or record of a client, patient or consumer. Records of which videos a person watched or was sent are not Usage Data: they are governed by the Video library viewing records row of the Data Retention and Deletion Policy, are destroyed within one year of ceasing to be necessary, and are never licensed. Usage Data that relates to an identified or identifiable natural person, including an individual Authorized User, is de-identified to the standard of Section 7.3(a) before Provider uses it under this Section; until it is, it is personal information and the Privacy Policy governs it. Usage Data that Provider publishes or licenses is aggregated so that each figure covers at least ten Customers and at least ten individuals, figures below that being combined into a wider category, geography or period or dropped, and Provider will not present Usage Data in a form that identifies Customer as its source, any individual, or the terms of any single Customer's engagement. Provider will not use the prices, discounts or commercial terms of an identified Customer to set the price it offers that Customer or any other Customer. Data about the engagements of an expert, consultant or partner is governed by Section 7.3 of the Expert and Consultant Services Agreement and Section 8.3 of the Partner Agreement, and not by this Section. Where an item would be both Usage Data and Customer Data, it is treated as Customer Data and Section 7.3 governs it; where an item would be both Usage Data and Customer's Confidential Information, Section 8 governs its disclosure. Nothing in this Section limits any right a user has under privacy law, which is exercised as the Privacy Policy describes.
The Services may integrate with third-party services. Customer's use of any third-party service is governed by that service's terms; Provider is not responsible for third-party services.
Customer may, at any time during the Subscription Term, request a standard-format export of Customer Data (CSV, JSON, or such other format as Provider supports). Provider will deliver the export within thirty (30) days of the request. Provider may charge a reasonable fee for excessive or unusually broad requests; routine and reasonable export requests are at no charge. Customer may also export, at any time during the Subscription Term and during the retrieval window of Section 6.3, the record of who granted, accepted, changed and revoked access to its matters under Section 4.14 and the transaction record of its Platform Engagements under Section 4.16; Provider retains those records as the Data Retention and Deletion Policy provides.
Each party shall protect the other's Confidential Information using reasonable measures and shall not disclose Confidential Information except to its personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than those set forth in this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party before disclosure; (c) is rightfully received from a third party without confidentiality obligation; or (d) is independently developed without use of the disclosing party's Confidential Information. Disclosure required by law or regulation is permitted, with notice to the disclosing party where lawful.
Each party shall comply with the DPA. The DPA addresses the United States federal and state data protection laws that apply to the parties, including the CCPA/CPRA and the comprehensive privacy statutes of other states as they take effect, and provides a mechanism for executing standard contractual clauses in the event the GDPR or UK GDPR ever applies to Customer.
If Customer handles PHI through the Services, Customer shall accept the Business Associate Agreement, as provided in Section 1A of the Business Associate Agreement (except that an Unverified Customer handles PHI under the identified firm's Business Associate Agreement as Section 2.11 provides), which is incorporated by reference and forms part of this Agreement. The BAA controls over conflicting provisions of this Terms of Service to the extent of any conflict regarding the handling of PHI.
Provider maintains administrative, physical, and technical safeguards designed to protect Customer Data, as further described in the Information Security Policy summary, which is available from Provider on request and, from the date the Services launch, at https://trust.octicase.com. Customer is responsible for security on its side, including User credential management.
If Provider receives a subpoena, court order, warrant, or other compulsory legal process for Customer Data, Provider will, to the extent permitted by law, (a) notify Customer of the request before responding, (b) cooperate with Customer's reasonable, lawful efforts to challenge the request at Customer's expense, and (c) limit its response to the data legally required. Some requests are non-disclosable (for example, national-security letters or court-ordered gag provisions), in which case Provider may be unable to notify Customer.
Each party warrants that it has the corporate power and authority to enter into this Agreement.
Provider warrants that the Services will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is, at Provider's option, repair, re-performance, or refund of pro-rata fees for the affected period.
Customer warrants that: (a) Customer has the right to submit Customer Data and to grant the license in Section 7.1; (b) Customer's use of the Services complies with applicable law; and (c) Customer's representations in any applicable Schedule are true and correct.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ANY DATA WILL NOT BE LOST. PROVIDER DOES NOT PROVIDE LEGAL, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO REPRESENTATION OR WARRANTY THAT (i) ANY AI-GENERATED OUTPUT IS ACCURATE, COMPLETE, CURRENT, OR FIT FOR ANY PARTICULAR PURPOSE, OR (ii) ANY ELECTRONIC SIGNATURE OR ELECTRONICALLY EXECUTED DOCUMENT GENERATED THROUGH OR WITH THE ASSISTANCE OF THE SERVICES (INCLUDING THROUGH ANY INTEGRATED THIRD-PARTY E-SIGNATURE VENDOR) IS LEGALLY VALID, ENFORCEABLE, OR SUFFICIENT TO SATISFY ANY STATE, FEDERAL, JUDICIAL, OR PROFESSIONAL CONDUCT REQUIREMENT IN ANY JURISDICTION. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ITS RELIANCE ON AI OUTPUT AND THE LEGAL VALIDITY OF ELECTRONICALLY SIGNED DOCUMENTS. SERVICES AND DELIVERABLES OF A SELLER UNDER A PLATFORM ENGAGEMENT ARE PROVIDED BY THE SELLER, NOT BY PROVIDER; PROVIDER MAKES NO REPRESENTATION OR WARRANTY AS TO THEM, THEIR QUALITY, TIMELINESS, ACCURACY OR FITNESS, OR AS TO ANY SELLER'S QUALIFICATIONS.
Provider will defend and indemnify Customer against third-party claims that the Services, as provided by Provider and used in accordance with this Agreement, infringe a US patent, copyright, or trademark or misappropriate a US trade secret. Provider's obligations do not apply to claims arising from: (a) Customer Data; (b) modifications by anyone other than Provider; (c) combinations with non-Provider products; or (d) use outside the scope of this Agreement. If the Services become subject to an infringement claim, Provider may, at its option, procure the right to continue use, replace or modify, or terminate the Services and refund pro-rata fees.
Customer will defend and indemnify Provider against third-party claims arising from: (a) Customer Data; (b) Customer's breach of this Agreement or any Schedule; (c) Customer's violation of law; (d) Customer's professional conduct or alleged malpractice; (e) for Law Firm Customers, claims arising from the practice of law, attorney-client relationships, legal advice, or non-compliance with state-specific fee-agreement statutes (including California Business and Professions Code Section 6147); (f) any claim challenging the legal validity, enforceability, or sufficiency of any document electronically signed through or with the assistance of the Services; (g) any failure by Customer to obtain required signatory consents, disclosures, or copies as required by applicable law or professional rules; (h) Customer's reliance on AI-generated output without independent professional review; (i) Customer's violation of TCPA, FCC, or state telecommunications and call-recording laws in connection with its use of the Services; (j) any Platform Engagement, including Customer's instructions to or disclosures to a Seller, Customer's use of a deliverable, any claim by a Seller, and any chargeback or reversal Customer initiates; and (k) any transfer of, access to or collaboration on a matter under Section 4.14, including any claim by Customer's client, by the other Customer or by any third party arising from it.
The party seeking indemnification will provide prompt notice, reasonable cooperation, and sole control of defense to the indemnifying party (provided the indemnifying party may not settle in a manner that imposes admission or non-monetary obligation on the indemnified party without consent).
Except for the Excluded Claims described in Section 12.3, each party's aggregate liability under this Agreement will not exceed the greater of (a) the Fees paid or payable by Customer to Provider in the 12 months preceding the event giving rise to the claim, or (b) five thousand dollars ($5,000). Provider's liability for an error in charging, refunding or remitting a Service Amount is limited to correcting the charge, refund or remittance.
Except for the Excluded Claims, neither party will be liable for indirect, incidental, consequential, special, or exemplary damages, or for lost profits, revenue, or data, even if advised of the possibility.
The limitations in Sections 12.1 and 12.2 do not apply to: (a) breach of confidentiality; (b) indemnification obligations; (c) infringement of the other party's intellectual property; (d) Customer's payment obligations, including amounts owed to Provider under Section 4.16; (e) Customer's breach of restrictions in Section 2.2; or (f) liability that cannot be excluded as a matter of law.
Notwithstanding Sections 12.1 and 12.3(a), and whether the claim is framed in contract, negligence or otherwise, Provider's aggregate liability for any claim arising out of a security incident affecting Customer Data, including any claim framed as a breach of confidentiality in respect of Customer Data, will not exceed two (2) times the fees paid or payable by Customer to Provider in the 12 months preceding the event, or two hundred and fifty thousand dollars ($250,000), whichever is greater. This Section does not limit liability arising from Provider's willful misconduct.
Any claim by either party arising out of or relating to this Agreement must be brought within one (1) year after the cause of action accrued, or such claim is permanently waived. For a claim arising out of a security incident affecting Customer Data, the one (1) year period runs instead from the date the claiming party first knew or reasonably should have known of the incident, and in no event may such a claim be brought more than three (3) years after the incident occurred. This limitation does not apply to (a) payment obligations, (b) infringement claims of the other party's intellectual property, or (c) indemnification claims under Section 11.
Each party represents that it has had the opportunity to consult independent counsel before entering into this Agreement and that it has not relied on any representation, warranty, or promise not expressly set forth in this Agreement, the Subscription Confirmation, the DPA, the BAA (if applicable), or the applicable Schedule.
Subject to Sections 12.1 and 12.2, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. Pursuit of one remedy does not waive the right to pursue another, except as expressly stated.
Once Provider holds a SOC 2 report or equivalent third-party audit, Customer may, on reasonable notice and not more than once per 12-month period, request a copy of the then-current report; until then, Provider will make available its security documentation and the current status of its assessment. Customer's audit rights are limited to the inspection of audit reports and certifications, except as expressly required by HIPAA, the DPA, or applicable law. Customer may not perform on-site audits except where mandated by law.
Neither party will be liable for failure or delay in performance (other than payment of money) due to causes beyond its reasonable control, including acts of God, government action, war, terrorism, civil unrest, labor disputes, and Internet or utility failures.
This Agreement is entered into between Provider and business Customers only. Individuals using the Services in their personal capacity accept the Consumer Terms of Service instead, which contains its own governing law and dispute provisions. Sections 16.2 through 16.7 govern disputes under this Agreement; Section 16.8 is a savings clause that applies if any natural person is nonetheless found to be a consumer with respect to this Agreement. Customer will not name Provider in a dispute with a Seller or with another Customer except for Provider's own breach of this Agreement, as Sections 4.14 and 4.16 provide.
This Agreement and any dispute, controversy, or claim arising out of or in connection with it (including its existence, validity, breach, or termination) are governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before commencing any formal proceeding, the parties shall engage in a good-faith informal negotiation period of at least thirty (30) days following written notice of the dispute, sent to legal@octicase.com for notices to Provider.
Any dispute that is not resolved through Section 16.3 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. The proceedings shall be conducted in English, the arbitrator shall apply the governing law stated in Section 16.2, and judgment on the award may be entered in any court of competent jurisdiction. Neither party may elect a forum other than the one this Section provides.
Two categories of dispute are excepted from arbitration. First, an action by Provider to collect fees due and unpaid under this Agreement may be brought in the state or federal courts located in the State of Delaware or in any court having jurisdiction over Customer, at Provider's election; arbitration is disproportionate to the amount typically at issue in such an action. Second, an application for provisional, injunctive or other equitable relief under Section 16.6 may be made to any court of competent jurisdiction. Each party consents to the personal jurisdiction of the Delaware courts for these purposes and waives any objection based on inconvenient forum.
Each business Customer waives the right to bring or participate in any class, collective, or representative action or class-wide arbitration. Any proceeding shall be brought individually. This Section 16.5 is subject to Section 16.8 and does not limit any right to public injunctive relief that cannot be waived under applicable law.
Notwithstanding Section 16.4, either party may seek provisional, injunctive, or other equitable relief from any court of competent jurisdiction to protect intellectual property, Confidential Information, or to prevent irreparable harm pending resolution of the dispute. Such application is not a waiver of the agreement to litigate or arbitrate in Delaware.
Provider may be served through its registered agent, PARACORP Incorporated, at 2140 S Dupont Highway, Camden, Kent County, Delaware 19934 in Delaware. Each party additionally consents to service of process by registered mail or courier with confirmation of delivery, in addition to any other method permitted by law.
If any natural person accepting this Agreement is determined by a court or regulator to be a consumer for the purposes of any consumer protection law, then notwithstanding Sections 16.2 through 16.7: (a) that law applies to that person to the extent it provides protections that cannot be waived by contract; (b) nothing in this Agreement waives, limits, or modifies any right of a California resident under the California Consumer Privacy Act as amended by the California Privacy Rights Act (any such waiver being void under Cal. Civ. Code section 1798.192), the Consumers Legal Remedies Act (Cal. Civ. Code section 1751), or the Unfair Competition Law (Cal. Bus. & Prof. Code sections 17200 et seq.); (c) no provision waives the right to seek public injunctive relief in any forum, consistent with McGill v. Citibank, N.A. (2017) 2 Cal.5th 945; and (d) that person may bring a claim in the small claims court of the county where they reside or in any court of competent jurisdiction in their state of residence, and Provider will not seek to transfer, remove, or dismiss the claim on the basis of Section 16.4.
Any provision held to waive a non-waivable right under this Section is severed as to that person only, and the remainder of this Agreement continues in full force.
Notices to Provider must be sent to legal@octicase.com with a copy to OCTICASE, INC., 2140 S Dupont Highway, Camden, Kent County, Delaware 19934, c/o PARACORP Incorporated. Notices to Customer may be sent to the email address on Customer's account.
Neither party may assign this Agreement without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets, subject to compliance with applicable law including bar rules where the assignee or assignor is a Law Firm Customer.
The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship, except that under Section 4.16 Provider acts as the Seller's limited agent for the collection of payment and for the related tax and reporting functions Section 4.16 describes, and for no other purpose.
This Agreement does not create third-party beneficiary rights, except that a Seller may rely on and enforce the provisions of Section 4.16 under which Customer's payment to the payment processor discharges its obligation to the Seller and under which Customer will not dispute a charge it authorized.
If any provision is found unenforceable, the remaining provisions remain in effect.
This Agreement -- comprising this Terms of Service, the Subscription Confirmation, the applicable Schedule, the Data Processing Addendum, the Business Associate Agreement (where applicable), the Acceptable Use Policy, the Refund Policy, the Data Retention and Deletion Policy, the Service Level Commitments, the Subprocessor List, the Review Moderation Policy, the Consent Screens, and, while Customer takes part in the Beta, the Beta Participation Agreement, and, for any Platform Engagement, the Default Engagement Terms or, for a partner, the partner's published terms as Section 4.16 provides -- constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, and representations on the subject.
Where a conflict exists, the following order of precedence applies, subject to the subject-matter rules below:
(i) the Subscription Confirmation (as to commercial terms: fees, quantities, and Subscription Term); (ii) the applicable Schedule; (iii) this Terms of Service; (iv) the Acceptable Use Policy; (v) the Refund Policy; (vi) the Data Retention and Deletion Policy; (vii) the Service Level Commitments; (viii) the Subprocessor List.
Subject-matter rules, which control over the general order above: (a) the Business Associate Agreement controls on any matter concerning Protected Health Information; (b) the Data Processing Addendum controls on any matter concerning the processing of Personal Information, including transfer mechanisms, data subject rights, and sub-processor obligations; (c) where the Acceptable Use Policy imposes a restriction that is stricter than a provision of this Agreement, the stricter restriction applies; (d) Section 4.16 and the Default Engagement Terms (or, for a partner, the partner's published terms) control on any matter concerning a Platform Engagement, and the flat-fee statements in Schedule A.5 and the Acceptable Use Policy do not apply to the fee a Seller pays Provider under the Expert Agreement or a Partner Agreement; and (e) the Beta Participation Agreement controls on any matter concerning Customer's participation in the Beta, for its duration, as its Sections 8.1 and 8.2 provide, except that it never reduces an obligation Provider owes or a protection Customer has under this Agreement.
No order of precedence in this Section operates to override a mandatory provision of applicable law, or to waive a right that applicable law does not permit to be waived by contract. A conflict is resolved under this Section only to the extent the provisions genuinely cannot be read together; provisions that merely address different subjects are read as cumulative.
Provider may modify this Agreement (except the Business Associate Agreement, which is amended as its Section 14 provides) on 30 days' notice. Material adverse changes give Customer the right to terminate without further fees. Use of the Services after the effective date of changes constitutes acceptance.
This Agreement may be executed in counterparts, including by electronic signature, each of which is an original.
Each individual accepting this Agreement on behalf of Customer represents that (a) they are at least eighteen (18) years of age and have legal capacity to contract; (b) they have the authority to bind Customer to this Agreement; and (c) they have read and understood this Agreement and the documents incorporated by reference, including any applicable Schedule, the DPA, the BAA (if applicable), the Acceptable Use Policy and, for any Platform Engagement, the Default Engagement Terms or the partner's published terms as Section 4.16 provides, and that they have reviewed the Privacy Policy.
Section headings and subsection captions are for convenience of reference only and do not affect the interpretation of this Agreement.
This Agreement is executed in the English language. If Provider provides a translation of this Agreement into any other language (including Spanish), the English version controls in the event of conflict or ambiguity. Customer waives any right to require translation as a condition of enforceability.
Sections of this Agreement that by their nature should survive termination shall do so, including without limitation: Section 1 (Definitions) for terms used in surviving sections; Section 4.14 (Transfer or Sharing of a Matter) for the rules that apply after revocation or termination; Section 4.16 (Platform Engagements) for engagements formed before termination; Section 7 (Data, IP, and License Grants) for license grants, Customer Data ownership and the license in Section 7.3; Section 8 (Confidentiality); Section 10.4 (Disclaimer); Section 11 (Indemnification); Section 12 (Limitation of Liability) including the claim-period limit in 12.4; Section 13 (Insurance) for the term during which underlying claims may arise; Section 16 (Governing Law and Dispute Resolution); Section 18 (Legal Research Corpus) license-compliance and attribution obligations; and surviving provisions of the applicable Schedule, including Schedule E where it applied.
Provider may send Customer transactional and operational communications (including service notifications, security alerts, breach notifications, billing, and account management). These communications are part of the Services and Customer may not opt out of them. Provider may also send Customer marketing or product communications, from which Customer may unsubscribe at any time via the email footer, in-app preferences, or by contacting privacy@octicase.com.
Provider's AI features for case research, statute-of-limitations checks, settlement valuation, demand letter drafting, and case strategy memos may be enriched by an open legal-research corpus aggregated from public-domain sources, including CourtListener (Free Law Project), OpenStates, and the Caselaw Access Project (Harvard Law Library). Use of this corpus is subject to the additional terms in this Section, which supplement (and do not override) the AI provisions, indemnification, disclaimer of warranties, and professional responsibility provisions of this Agreement.
Corpus-backed AI output is provided for informational purposes only and does not constitute legal advice. Public-source data may contain errors, omissions, or out-of-date material.
Customer remains solely responsible for reviewing and independently verifying any AI output that draws on the corpus before relying on it for client matters. This includes statute-of-limitations findings, settlement ranges, case valuations, and demand letter content.
Before first use of any corpus-backed feature, attorney Users must accept the in-product disclosure. Attaching corpus-backed AI output to a specific case (in particular SOL findings, settlement ranges, valuations, demand letter drafts, or case strategy memos) requires explicit per-action confirmation. Each confirmation is logged to the case audit trail with the corpus rows referenced, the timestamp, the user, and the IP/user-agent of the confirmation.
All AI artifacts that draw on the corpus include in-product attribution to CourtListener (Free Law Project) and OpenStates (or other applicable sources), in accordance with those projects' open-data terms. Customer agrees not to remove or obscure these attributions in any output forwarded to clients, opposing counsel, courts, or third parties.
The corpus may also enrich consumer-facing informational features. Those features are governed by the Consumer Terms of Service, not by this Agreement. Consumer-facing outputs are informational only, do not evaluate any individual claim, are not legal advice, and do not create an attorney-client relationship between Provider and any consumer. For the avoidance of doubt, no corpus-backed output made available to a consumer may state or imply a valuation of that consumer's claim, a settlement range for it, a score, or a view on its viability. Consumer-facing corpus-backed output is limited to general educational information.
The corpus is updated on a best-effort basis from upstream sources and may not include the most recent decisions, statutes, or amendments. Provider does not represent that the corpus is current as of any specific date.
Customer's use of the platform must comply with the underlying open-data licenses of the corpus sources, which generally require attribution and prohibit redistribution of the raw aggregated data as a competing product. The platform's built-in attribution discharges these requirements for ordinary use.
Schedule A -- Law Firm Customers
This Schedule A applies to Customers identified on the Subscription Confirmation as Law Firm Customers and supplements the Terms of Service. It does not apply to an account whose owner has not been verified as a licensed attorney under Section 2.11; such an account is subject to Schedule E until verification.
Customer represents that: (a) each attorney User holds a current, active license to practice law in good standing in each jurisdiction in which the attorney practices; (b) Customer's law practice is duly organized and authorized under applicable law; and (c) Customer will promptly remove any User whose license becomes inactive, suspended, or revoked.
Customer represents and covenants that Customer's use of the Services complies with the Rules of Professional Conduct of each jurisdiction in which Customer practices, including (without limitation) rules concerning fee splitting (Rule 5.4), unauthorized practice of law (Rule 5.5), advertising (Rules 7.1-7.3), confidentiality (Rule 1.6), conflicts (Rules 1.7-1.10), and trust account handling. Customer is solely responsible for ensuring that any feature of the Services it uses (including the Directory listing, AI features, marketing, and trust accounting) is used in a manner consistent with Customer's professional obligations in each applicable jurisdiction.
Provider does not hold client funds. Customer is solely responsible for all trust account handling and IOLTA compliance.
Provider has no attorney-client relationship with any of Customer's clients. Customer is solely responsible for the formation, scope, and termination of attorney-client relationships and for the legal services it provides.
Provider does not operate an attorney bidding, matching, or case-routing marketplace, does not accept consumer case submissions for distribution to law firms, does not route, refer, recommend, or match any consumer to any attorney, and does not transmit any consumer's case information to Customer or to any other law firm by any channel (other than a summary or link that the consumer itself directs to be sent, as the Consumer Terms of Service provide), including email and manual transmission by Provider, its Personnel, its contractors, any person Provider places with a Customer under Section 2.9, or any other person acting on Provider's behalf.
Customer's Directory listing is an advertisement placed by Customer. It is not a referral, recommendation, or endorsement by Provider. Provider charges Customer subscription, usage and add-on fees at flat prices that do not vary with any consumer's contact with, or retention of, any professional (claiming and keeping a basic Directory listing is free today); the only other amount Provider receives in connection with Customer's use of the Services is the fee a Seller pays Provider on a Platform Engagement under Section 4.16, which is a fee for platform services payable by the Seller and does not vary with any consumer's contact with, or retention of, any professional. No fee charged to Customer is, or may become, contingent on Customer being contacted by a consumer, being retained by a consumer, obtaining a signed engagement, or recovering any amount in any matter. Customer will not be invoiced for, and Provider will not record any charge arising from, any client Customer obtains.
Customer remains solely responsible for the content of its own Directory listing and for its compliance with the advertising, solicitation, and fee rules of every jurisdiction in which Customer practices, including Cal. Bus. & Prof. Code sections 6157-6159.2 and Cal. Rules of Professional Conduct 7.1-7.5.
Provider does not receive any percentage of, or any amount measured by, the legal fees Customer earns, whether paid by a client or by another law firm. Any referral, co-counsel or fee-division arrangement between Customer and another law firm, including one formed through Section 4.14, is solely between those firms, must comply with Rule 1.5.1 and Rule 5.4 of the California Rules of Professional Conduct and the corresponding rules of any other applicable jurisdiction, and involves no fee to Provider other than Customer's flat subscription.
Customer acknowledges that a client to whom Customer gives portal access can browse the entire Directory, including other law firms, and the video library, and that Provider does not restrict that access at Customer's request. Provider does not suggest, recommend or rank any professional to Customer's client, and Customer's client's choice to contact any professional is the client's own. A client uses the portal under the Client and Consumer Portal Terms, which Customer's invitation asks the client to accept; Customer is responsible for whom it invites. Provider does not report to Customer or to any other professional which listings a client views or contacts.
Schedule B -- Medical / Case-Review Customers
This Schedule B applies to Customers identified on the Subscription Confirmation as Medical or Case-Review Customers (including legal nurse consultants, IME doctors, life-care planners, vocational rehab consultants, and economists).
Customer represents that each professional User holds the licenses, certifications, or registrations required by law to provide the services Customer offers.
Customer shall not provide legal advice or otherwise engage in the practice of law through the Services. Customer's case review and consulting work shall be limited to the medical, scientific, or economic analysis within Customer's professional competence.
Customer that handles PHI shall accept the BAA and shall comply with HIPAA. Customer represents that any PHI it submits to the Services has been obtained with appropriate authorization.
Customer's professional opinions and reports remain Customer's own. Provider does not direct, modify, or control Customer's professional opinions.
If Customer is engaged by a Law Firm Customer through the Services, the engagement is between Customer and the engaging Law Firm Customer; Provider is not a party to that engagement.
Schedule C -- Records / Vendor Customers
This Schedule C applies to Customers identified on the Subscription Confirmation as Records or Vendor Customers (including medical records retrieval companies, court reporters, process servers, translators, and investigators).
Customer represents that it holds all licenses, registrations, and credentials required by law to perform its services in the jurisdictions where it operates.
Customer that handles PHI shall accept the BAA and shall comply with HIPAA. Customer is responsible for the integrity and chain of custody of any records it retrieves or transmits.
Customer shall perform its services in accordance with applicable professional standards and shall not engage in deceptive, harassing, or unlawful conduct.
Customer's engagements through the Services are with the engaging Law Firm Customer or other end Customer; Provider is not a party to those engagements.
Schedule D -- Settlement / Claims Customers
This Schedule D applies to Customers identified on the Subscription Confirmation as Settlement or Claims Customers (including lien resolution firms, structured settlement firms, third-party administrators, insurance carriers, and claims management organizations).
Customer represents that it holds all licenses, registrations, and authorities required by applicable law (including state insurance and structured settlement laws) to provide its services.
Customer that handles PHI shall accept the BAA and shall comply with HIPAA.
Customer shall not provide legal advice or engage in the practice of law through the Services. Where Customer's services touch on legal questions, Customer shall direct end users to retain independent legal counsel.
Customer shall maintain appropriate firewalls and separation between any conflicting interests in matters processed through the Services.
Schedule E -- Independent Case Manager / Unverified Customers
This Schedule E applies to Unverified Customers as defined in Section 2.11: case managers, virtual assistants and other support professionals who open an account in their own name and fit no other Customer Type, and accounts presented as a law firm whose owner has not been verified as a licensed attorney. It supplements the Terms of Service.
Customer is an Unverified Customer within the meaning of Section 2.11 until the account owner is verified as a licensed attorney. Customer may use the Services as Section 2.11 describes and is subject to the restrictions stated there. Customer represents that it does not provide legal services and will not hold itself out, on or through the Services, as a law firm or as authorized to practice law.
Where Customer performs work for one or more law firms, Customer identifies each such firm on its account, each of which must be a Customer that has accepted the Business Associate Agreement where Protected Health Information is involved, and represents that it is bound to that firm by written confidentiality obligations covering the firm's client information, including material subject to the attorney-client privilege and the work product doctrine and any Protected Health Information. Customer acknowledges that the firm, not Provider, supervises Customer's work under the rules of professional conduct, and that Customer's access to a firm's own account, if any, is governed by Section 2.10 as that firm's Authorized User. Customer will not handle Protected Health Information in the Services for any firm it has not identified on its account. Data that Customer places in the Services for an identified firm is held on that firm's behalf: the firm, not Customer, owns it and is its controller for the purposes of the DPA and, where it is Protected Health Information, the firm's Business Associate Agreement with Provider governs it; Section 7.3 applies to such data only to the extent Customer has the firm's authority, and any de-identification of the firm's Protected Health Information relies on that firm's Business Associate Agreement.
Until verified, Customer will not send email, text messages, faxes or document packages generated by the Services to clients, opposing parties, providers or anyone else, will not create client portals, and will not use Provider's templates or electronic-signature feature. Customer may connect its own mailbox under Section 4.15 and send from it, and is solely responsible for what it sends. Customer will not transfer a matter to, or share a matter with, anyone other than a law firm it has identified on its account under Section E.2.
Customer may browse the Directory and view the video library within the Services, and may purchase watermarked share links as Section 5.5 provides. Customer may not purchase Platform Engagements under Section 4.16 until verified.
Customer may request verification at any time by identifying a licensed attorney as the account owner. On verification, this Schedule ceases to apply and Schedule A applies.
The Refund Policy, Section 5.4 and Section 12 apply to Customer without modification, except that, notwithstanding Section 5.4, a Customer whose account owner is a natural person trading in their own name may cancel online through the same medium used to subscribe. Section 16.8 applies to that person if the conditions stated there are met.
Exhibit 1 -- Subscription Confirmation (Template)
Customer selects a plan through the online checkout. Provider then sends this confirmation, which records what Customer bought. It is a record, not a contract to be signed: acceptance of these Terms happens at checkout, and no signature is required from either party.
Customer legal name:
Customer type: [ ] Law Firm [ ] Medical / Case-Review [ ] Records / Vendor [ ] Settlement / Claims [ ] Independent Case Manager / Unverified
Plan:
Subscription term:
Number of users:
Add-ons:
Fees and billing frequency:
Business Associate Agreement required: [ ] Yes [ ] No
Effective Date (date of acceptance at checkout):
Version of these Terms accepted:
Where a Customer requires a countersigned agreement -- for example, to satisfy its own procurement policy -- Provider will execute a countersigned copy of these Terms without varying them. Provider does not negotiate these Terms. The terms that apply to a Customer are those of this Agreement together with the Schedule for that Customer's Customer Type, and the price is the one published on the Services or stated in the Subscription Confirmation, including any promotional credit or discount Provider offers. Contact legal@octicase.com.