LAWCLERK.LEGAL CORPORATION’S USER AGREEMENT

AND PRIVACY POLICY

Last updated January 3, 2023

This Agreement governs your access to and use of LAWCLERK’s website (www.lawclerk.legal),

all subpages, subdomains, mobile applications, and all content, services, and products available at

or through the website and mobile applications (collectively, the “Site” and the services offered

by LAWCLERK, the “Services”). By registering for an account, signing into your account,

accessing the Site, or using the Site in any way, you are agreeing to be contractually bound by the

terms and conditions herein. Do not access or use the Site if you are unwilling or unable to be

bound by these terms.

You should read this Agreement carefully because you are contractually agreeing not to violate

any of the terms. Because it is such an important contract between us and you, our Users, we have

tried to make it as clear and user-friendly as possible. Please note that defined terms are set forth

in Section 24.

1. Account Registration.

You must register as a Hiring Attorney or a Remote Associate to have full access and use of the

Site. Your account registration is subject to review and approval by LAWCLERK. LAWCLERK

endeavors to complete account verifications within 12 business hours after the registration is
submitted.

To have a Hiring Attorney account with LAWCLERK, you must be an attorney duly admitted to

one or more state bars and be in good standing with all such state bar(s) and agree that you are

using the Site solely for business purposes.

To have a Remote Associate account with LAWCLERK, you must be an attorney duly admitted

to one or more state bars and be in good standing with all such state bar(s); provided, however,

that LAWCLERK, in its sole and absolute discretion, may approve a Remote Associate account

for a Remote Associate previously admitted to one or more state bars and never suspended or

disbarred that allowed their license to lapse due to retirement or family commitments. You agree

that you are using the Site solely for business purposes.

LAWCLERK reserves the right to refuse, suspend, or revoke your access to the Site including for

violating these terms or for any other reason, or for no reason, all in LAWCLERK’s sole discretion.
You may not access or use the Site if we have previously removed you from the Site.

1.1. Your Account Profile.

To use our Site, you must complete a User profile (“Profile”), which you consent to be shown to

other Users and, unless you change your privacy settings in your profile, to be shown to the public.

You agree to provide accurate and complete information on your Profile and you agree to keep

that information current. You agree not to provide any false or misleading information about your

identity, skills, or experience and to keep all such information current. We reserve the right to

suspend or terminate the account, or access to our Site, of anyone who provides false, inaccurate,

or incomplete information in creating, marketing, or maintaining a Profile or an account.

1.2. Identification and Verification.

When you register for an account and periodically thereafter, your account will be subject to

verification, including but not limited to validation against third-party databases or the verification

of one or more official government or legal documents that confirm your identity, your experience,

and your standing with state bars. You authorize LAWCLERK, directly or through third parties,

to make any inquiries necessary to validate your identity, your location, and confirm your email

address or financial accounts, subject to applicable law. When requested, you must timely provide

us with complete information about you, which includes providing official government or legal

documents, and cooperating with other reasonable requests we make to verify your identity.

During verification, your account may be temporarily limited but will be restored if verification is

successfully completed.

2. LAWCLERK’s Solutions: Flat Fee Projects, Hourly Associate Opportunities & Longer-

Term Subscriptions.

LAWCLERK is a marketplace, providing an online platform for attorneys to find and connect with

each other to get work done. LAWCLERK offers the following solutions to facilitate attorneys
working together on an independent contractor basis:

1. Flat Fee Projects – Allowing Hiring Attorneys and Remote Associates to work together

on discrete projects paid on a flat fee basis. Exs. pleadings, research projects, contracts, etc.

2. Hourly Associates – Allowing Hiring Attorneys and Remote Associates to work together

on an on-going basis, payable by the hour. Exs. trial preparation, merger due diligence, etc.

3. Subscription Associates – Allowing Hiring Attorneys and Remote Associates to

establish a longer-term relationship, committing to working together for between 30 and 160 hours

per four weeks, with a deeper integration into the Hiring Attorneys firm and caseload.

4. Teams –Through the Teams feature, Hiring Attorneys can build teams of Remote

Associates that they can then invite to do work, such as a Commercial Litigation Team; Appellate

Team; E-Discovery Team. Once a Hiring Attorney and a Remote Associate have worked together,

the Remote Associate will also be included in a team so that they can easily be invited to do more

work in the future.

2.1. Flat-Fee Projects.

2.1.1. Overview of How Flat Fee Projects Work. The Hiring Attorney may post a

discrete assignment (called a “project”) to the Site, which post will include, among

other information, a description of the work needed, the deadlines for initial and final

drafts, and the flat fee price for the project. Remote Associates may apply to the

project and when they apply, their profile will be presented to the Hiring Attorney.

The Hiring Attorney will select their preferred applicant. Once selected, the Remote

Associate will review conflicts. If there are no conflicts, the project will move into

“in process” at which point, the Hiring Attorney and Remote Associate will be

provided a document library to share documents, a chat feature, a video conference

feature, and an ability to log time, all to facilitate completion of the project. Hiring

Attorneys may also invite Remote Associates on their teams to projects.

2.1.2. Hiring Attorney Payment of Flat Fee Projects. When a Hiring Attorney selects

a  Remote  Associate  for  their  flat  fee  project  and  that  Remote  Associate  clears
conflicts,  the  Hiring  Attorney’s  credit  card  is  charged  the  flat  fee  project  price.
Attorneys  must  provide  their  credit  card  information  prior  to  selecting  a  Remote
Associate for their flat fee project, which is accomplished in the “Manage Payments”
section of the Hiring Attorney’s dashboard.  By posting a flat fee project on the Site,
you  are  granting  LAWCLERK  permission,  and  irrevocably  authorize  and  instruct
LAWCLERK,  directly  or  through  a  third-party  payment  processing  company,  to
charge the flat fee project price to your credit card.

2.1.3. Remote Associate Payment for Flat Fee Projects. As the Remote Associate,

upon timely completion of the project, you will be paid the flat fee project price

presented to you when you applied for the project or when you accepted a scope

change increasing the project price.

Payment will be made directly to the bank account you provide in the “Manage

Payment” section of your Remote Associate dashboard.

Payment will be tendered upon the later of: (i) the Hiring Attorney’s acceptance of

the final submission uploaded within the project dashboard on the Site; and (ii) 8 days

after the final submission of the project and the Hiring Attorney has neither accepted

the project nor disputed the project. Please note that depending upon your bank, it

may take two to three days after payment is tendered for the funds to appear in your

bank account.

2.1.4. LAWCLERK Service Fee for Flat Fee Projects. LAWCLERK does not provide

legal services and does not charge for legal services. In exchange for providing the
Site and Services, LAWCLERK is paid 28% of the flat fee project price upon
completion of the project.

2.2. Hourly Associate Opportunities.

2.2.1. Overview of How Hourly Associate Opportunities Work. The Hiring Attorney

may post an hourly associate opportunity on the Site, which post will include, among

other information, a detailed description of the work needed, the length of

engagement (in months), the monthly expectation of hours (ex. 20-40 hours/month),

the anticipated maximum hours needed per week, and the hourly rate. Remote

Associates may apply to the opportunity and when they apply, their profile will be

presented to the Hiring Attorney. The Hiring Attorney will select their preferred

applicant. Once selected, the Remote Associate will review conflicts. If there are no

conflicts, the hourly associate opportunity will move into “in process” at which point

the Hiring Attorney and Remote Associate will be provided a dashboard in which

matters can be created, documents exchanged, the parties can chat and video

conference, and time can be recorded, all to facilitate their working relationship.

Hiring Attorneys may also invite Remote Associates on their teams to hourly

associate opportunities.

2.2.2. Timing of Payment for Hourly Associate Opportunities. Hourly associate

opportunities function similar to an evergreen retainer. Once a selected Remote

Associate has cleared conflicts and is ready to begin an hourly associate opportunity,

LAWCLERK will charge the Hiring Attorney’s credit card a retainer calculated as

the greater of: (i) $2,000; and (ii) the set hourly rate multiplied by the maximum hours

per week set by the Hiring Attorney when posting this opportunity to the Site (the

“Retainer”). This Retainer will be used to compensate the Remote Associate for the

hours they work.

On Monday morning, the Hiring Attorney and Remote Associate will be provided

with a copy of the Remote Associate’s logged time for the prior week, which will be

sent by email. However, you can always access the Remote Associate’s logged time

within the hourly associate dashboard on the Site. The Hiring Attorney will be

provided until Friday of the same week to review the Remote Associate’s logged time.

Unless a dispute is submitted pursuant to Section 7 below by Friday, the Hiring

Attorney will be deemed to have approved all undisputed amounts and authorized

LAWCLERK to: (i) pay the Remote Associate from the Retainer on the following

Monday; and (ii) to charge the Hiring Attorney’s credit card to replenish the Retainer.

Payments to Remote Associates will be paid by direct deposit. LAWCLERK will

initiate payments on Mondays or the first business day after a holiday, which,

depending on the financial institution’s regulations, may take several days to be

available in the Remote Associate’s account.

The following chart provides a graphical depiction of the timeline for payment by the

Hiring Attorney and to the Remote Associate.

WEEK 1

Mon - Sat

Sunday

HA’s credit card is

charged the initial

Retainer

RA’s hours must

be logged on the

Site for week 1

WEEK 2

Monday

Friday

Sunday

RA’s logged hours

for week 1 are

emailed to the HA

and RA

Deadline for HA to

complete review of

RA’s hours from

week 1

RA’s hours must

be logged on the

Site for week 2

WEEK 3

Monday

Friday

Sunday

1.RA is paid for week

1’s hours from the

Retainer

2. HA’s credit card is

charged to replenish

the Retainer

3. Week 2’s logged

hours are emailed to

the HA and RA

Deadline

for HA to

complete

review of

RA’s logged

hours from

week 2

RA’s hours

must be

logged on

the Site

for week 3

WEEK 4

Monday

Friday

Sunday

1.RA is paid for week

2’s hours from the

Retainer

2. HA’s credit card is

charged to replenish

the Retainer

3. Week 3’s logged

hours are emailed to

the HA and RA

Deadline

for HA to

complete

review of

RA’s logged

hours from

week 3

RA’s hours

must be

logged on

the Site

for week 4

While  it  is  uncommon,  when  a  credit  card  charge  fails  due  to  expiration  or  otherwise,
LAWCLERK will try to process the payment the following day.  If the payment does not
clear on the second attempt, LAWCLERK will notify the Hiring Attorney and seek to resolve
the  issue  with  the  Hiring  Attorney.    If  the  payment  does  not  clear  on  the  third  day,
LAWCLERK will notify the Hiring Attorney and the Remote Associate to cease work until
the payment issue is resolved.

2.2.3. Remote Associates Must Log Their Hours Each Week. Remote Associates must

contemporaneously (not less than daily) record their time within the “Time Records”

feature of the hourly associate dashboard. Each time entry must include the date the

service is rendered, the hours worked, and a reasonable description of the work

performed.

LAWCLERK pulls the time logged at midnight on Sunday in order to circulate the

hours and tender payment to Remote Associates. As such, Remote Associates will

only be paid for the hours that are logged in the “Time Records” feature within

LAWCLERK’s hourly associate dashboard prior to 11:59 p.m. Pacific on Sunday.

Please note that Remote Associates cannot alter, add, or modify time after 11:59 p.m.

Pacific on Sunday night

By logging time on the Site, and allowing a timecard to be created based on the time

recorded, the Remote Associate represents and warrants that the Remote Associate

has completed the assigned work fully and satisfactorily and the logged hours are true,

accurate, and complete.

2.2.4. Exceeding the Maximum Hours Per Week. For each hourly opportunity, the

Hiring Attorney has set the maximum hours per week. If the Remote Associate will

exceed the maximum hour per week, the Remote Associate must obtain written

approval from the Hiring Attorney for any such additional hours (the “Overtime”).

Written approval can be provided by email or by chat message in the hourly

opportunity dashboard and in either case, must be sent to

VAbilling@lawclerk.legal

It is the Remote Associate’s responsibility to obtain approval of the Overtime and to

submit it to

VAbilling@lawclerk.legal

. Only approved Overtime will be paid.

2.2.5. Closing an Hourly Associate Opportunity and Refund of Retainer. The process

for closing an hourly associate opportunity is initiated by emailing

VAbilling@lawclerk.legal

and requesting that the hourly associate opportunity be

closed. The Remote Associate must be cced (carbon copied) on the email to

Vabilling@lawclerk.legal

requesting to close the hourly associate opportunity. The

email must clearly state: (i) the date the Remote Associate should stop working; and

(ii) the election for the treatment of the remaining Retainer (if any) after the final

payment to the Remote Associate as set forth below, which include: (a) refunding any

remaining Retainer balance to the Hiring Attorney’s credit card; or (b) transferring

any remaining Retainer balance to a new hourly associate opportunity or subscription.

Upon an hourly associate opportunity being closed, the Hiring Attorney will retain

access to all of the documents in the document libraries and the chat messages, but

will not be able to continue chatting with the Remote Associate. The Remote

Associate will not be able to access the documents in the document libraries or

continue to chat after an hourly associate opportunity is closed.

After an hourly associate opportunity is closed and the Remote Associate has received

payment for their hours worked (which payment will be made on the Monday after

the Dispute Period has passed as set forth above), any remaining balance of the

retainer will, at the Hiring Attorney’s election, be: (i) refunded to the Hiring

Attorney’s credit card; or (ii) transferred to a new hourly associate opportunity or

subscription.

If the Retainer has been depleted at the closure of the hourly associate opportunity,

the Hiring Attorney hereby expressly consents to a final credit card charge to pay for

any remaining hours logged by the Remote Associate while the hourly associate

opportunity was in process.

2.2.6. LAWCLERK Service Fee for Hourly Opportunities. LAWCLERK does not

provide legal services and does not charge for legal services. In exchange for

providing the Site and Services, LAWCLERK is paid 30% of the hourly rate paid by

the Hiring Attorney.

2.3. Communication Between Remote Associates and Hiring Attorneys. Communication

is critical to a productive working relationship. As such, by posting work or accepting

work, you agree to proactively call, chat, video conference, email, or otherwise

communicate with the other person(s) regarding the work, including without limitation:

• Establishing clear and unambiguous deadlines and the ability to meet such

deadlines;

• The scope of work and anticipated hours required;

• Expectations regarding the work, including the work product to be delivered;

• Preferred communication styles; and

• Any information, documents, or other materials needed to timely and successfully

complete the work.

2.4. Additional Rules for Flat Fee Projects and Hourly Associate Opportunities. By

posting a flat fee project or an hourly associate opportunity, or applying to one on the Site,

you agree to comply with each of the following rules:

• the Remote Associate shall timely complete every flat fee project and hourly

associate opportunity for which they apply and are selected;

• the Hiring Attorney shall have sole responsibility for the work product provided

by the Remote Associate to the Hiring Attorney;

• the Hiring Attorney shall supervise the Remote Associate with respect to the

assigned work to ensure compliance with the applicable Rules of Professional

Conduct;

• the Hiring Attorney shall establish and maintain the relationship with the Hiring

Attorney’s clients;

• unless authorized by applicable rules of professional conduct, the Remote

Associate shall have no contact with the Hiring Attorney’s clients, opposing

counsel, witnesses, or other similar persons, including without limitation email,

telephone, skype, web, social media, or in-person contact;

• the Remote Associate shall not appear in court or any other judicial or

administrative body on behalf of the Hiring Attorney’s clients;

• the Hiring Attorney shall not cause the Remote Associate to sign or file any

documents with any court or administrative body or to serve or otherwise

disseminate the Remote Associate’s work product to anyone other than the Hiring

Attorney;

• the Remote Associate and Hiring Attorney shall maintain open communication

with one another until the work is completed;

• the Hiring Attorney shall comply with applicable state, federal, and other

applicable law, including concerning the utilization of independent contractors;

• the Hiring Attorney shall have the sole responsibility for determining the fee

charged to their clients for legal services; and

• all payment for Services shall be completed through the Site.

2.5. Subscriptions.

2.5.1. Overview of How Subscriptions Work. Through the subscription program,

Hiring Attorneys can engage Remote Associates on a long-term basis for a minimum

of 30 hours per four weeks (up to full-time) with a deeper integration into the firm

and caseload. Think of subscriptions as hiring a quarter of an associate (40 hrs/mo),

half an associate (80 hrs/mo), or three quarters of an associate (120 hrs/mo). The

Hiring Attorney establishes the hourly rate and number of hours (the “Committed

Hours”) they need on a reoccurring basis, the Remote Associates will apply to the

Hiring Attorney, and the Hiring Attorney may interview candidates and will select

the Remote Associate they want to work with.

The subscription program also allows Hiring Attorneys to hire Remote Associates as

what we call “Full Attorneys.” Full Attorneys can interact with the Hiring Attorney’s

clients, handle depositions, and go to court. If the Hiring Attorney intends to utilize

the Remote Associate as a Full Attorney, then the subscription opportunity must be

posted as a Full Attorney opportunity and the Hiring Attorney is required to add the

selected Remote Associate to their professional liability policy, as well as provide a

copy of the policy showing coverage of the Remote Associate to LAWCLERK .

The Hiring Attorney and Remote Associate must execute separate agreements before

the subscription begins. The following provides an overview of the primary terms.

2.5.2. Subscription Term. Subscriptions operate in four week cycles, renewing every

twenty-eight days until terminated on at least fourteen days’ notice (the “4-week

Cycle”).

2.5.3. Payment for Subscriptions. The total fee paid by the Hiring Attorney is the hourly

rate multiplied by the Committed Hours. Example $100/hr X 60 hrs/4 weeks =

$6,000.00. This fee is billed in two equal installments, with the first installment being

charged to the Hiring Attorney’s credit card concurrent with the execution of the

subscription agreement and the second installment charged fourteen days after the

start date of the subscription, with the subsequent installment payments charged every

fourteen days.

On Monday morning, the Hiring Attorney and Remote Associate will be provided

with a copy of the Remote Associate’s logged time for the prior week, which will be

sent by email. However, you can always access the Remote Associate’s logged time

within the subscription dashboard on the Site.

Remote Associates are paid weekly for subscriptions. On Tuesday or the second

business day after a holiday, the Remote Associate will be paid for their hours logged

in the prior week. Payments to Remote Associates will be paid by direct deposit.

LAWCLERK will initiate payments on Tuesday, which, depending on the financial

institution’s regulations, may take several days to be available in the Remote

Associate’s account.

2.5.4. Rollover Hours. It is the Hiring Attorney’s responsibility to assign sufficient work

to the Remote Associate to use the full Committed Hours. However, up to 25% of

the hours may be rolled-over for use in future 4-week Cycles. For example, if the

Committed Hours are 40 and the Remote Associate logs 29 hours in a 4-week Cycle,

10 hours (25% of 40 = 10) would rollover to the next 4-week Cycle, bringing the

available hours for the next 4-week Cycle to 50 hours. Note that rollover hours are

capped at the same number as the Committed Hours (the “Rollover Cap”). Once the

Rollover Cap is reached, no additional hours will roll forward until some of the

rollover hours are used. For example, if the Committed Hours are 40 hours, the

Rollover Cap will be 40 hours as well. At the conclusion of the subscription, the

Hiring Attorney may request a refund of no greater than the unused rollover hours by

contacting their Dedicated LAWCLERK Advisor or by sending a written request to

VAbilling@lawclerk.legal

2.5.5. Remote Associate’s Must Log Their Hours Each Week. Remote Associates

must contemporaneously (not less than daily) record their time within the “Time

Records” feature of the subscription dashboard. Each time entry must include the

date the service is rendered, the hours worked, and a reasonable description of the

work performed.

LAWCLERK pulls the time logged at midnight on Sunday in order to circulate the

hours and tender payment to Remote Associates. As such, Remote Associates will

only be paid for the hours that are logged in the “Time Records” feature within

LAWCLERK hourly associate dashboard prior to 11:59 p.m. Pacific on Sunday.

Please note that Remote Associates cannot alter, add, or modify time after 11:59 p.m.

Pacific on Sunday night

By logging time on the Site, and allowing a timecard to be created based on the time

recorded, the Remote Associate represents and warrants that the Remote Associate

has completed the assigned work fully and satisfactorily and the logged hours are true,

accurate, and complete.

2.5.6. Exceeding the Maximum Hours Per Week. If the Remote Associate will exceed

the Committed Hours, the Remote Associate must obtain written approval from the

Hiring Attorney for any such additional hours (the “Overtime”). Written approval for

Overtime must be sent to

VAbilling@lawclerk.legal

. Only approved Overtime will

be paid. Written approval can be provided by email or by chat message in the

subscription dashboard and in either case, must be sent to

VAbilling@lawclerk.legal

It is the Remote Associate’s responsibility to obtain approval of the Overtime and to

submit it to

VAbilling@lawclerk.legal

. Only approved Overtime will be paid.

2.5.7. LAWCLERK Service Fee for Subscriptions. LAWCLERK does not provide

legal services and does not charge for legal services. In exchange for providing the

Site and Services, LAWCLERK is paid 30% of the hourly rate paid by the Hiring

Attorney.

2.5.8. Communication Between Remote Associates and Hiring Attorneys.

Communication is critical to a productive working relationship. For any subscription,

you agree to proactively call, chat, video conference, email, or otherwise

communicate with the other person(s) regarding the work, including without

limitation:

• Establishing clear and unambiguous deadlines and the ability to meet such

deadlines;

• The scope of work and anticipated hours required;

• Expectations regarding the work, including the work product to be delivered;

• Preferred communication styles; and

• Any information, documents, or other materials needed to timely and

successfully complete the work.

3. Remote Associates Are Independent Contractors. Remote Associates are independent

contractors, and not employees of LAWCLERK or the Hiring Attorney. Remote Associates

have sole responsibility for providing their own computer, printer, research tools, software,

and other tools and materials necessary to perform the required services. Remote Associates

are free to perform services for other Hiring Attorneys and third parties, which services are

solely within the discretion of the Remote Associate.

4. Issuance of IRS Form 1099s. In January, LAWCLERK, or its third-party payment

processor, will issue IRS Form 1099s to applicable Remote Associates for the services

rendered through the Site for the preceding year. Remote Associates are obligated to ensure

that their mailing and email addresses are correct in their profiles to ensure timely receipt of

the IRS Form 1099.

5. Buy-Out Fee to Work Together Outside the Site. Should a Hiring Attorney wish to hire a

Remote Associate as a direct employee, subject to the Remote Associate’s agreement, the

Hiring Attorney may do so in exchange for a fee (the “Buyout Fee”). The Buyout Fee payable

to LAWCLERK is the greater of: (a) 30% of the Remote Associate’s annual salary (to be

estimated at the time of the buyout and subject to a true-up after 12 months) in the event of

full or part-time employment; or (b) $10,000. Upon payment of the Buyout Fee,

LAWCLERK shall provide written consent for the Remote Associate to become an employee

of the Hiring Attorney’s firm or otherwise provide service to the Hiring Attorney outside of

the Site.

6. Non-Circumvention; Liquidated Damages for Working Together Outside the Site

Without LAWCLERK Approval. Other than the buyout described in the paragraph above,

You acknowledge that LAWCLERK has, and continues to invest, substantial resources and

effort to build and operate the Site and provide the Services. You, on behalf of yourself and

your firm, companies, affiliates, or any other entity in which you hold an interest,

acknowledge and commit not to circumvent or attempt to circumvent LAWCLERK or this

Agreement, or in any way procure legal services from a Remote Associate (in their individual

capacity or as part of a firm or company) outside of the Site without LAWCLERK’s prior

written consent. You acknowledge that the circumvention described above would damage

LAWCLERK, and You expressly agree that damages for breach will be measured as the

greater of: (a) 30% of the Hourly Associate’s annual salary (subject to a true-up after 12

months) in the event of full or part-time employment; or (b) $10,000. You acknowledge and

agree that the Hiring Attorney and Remote Associate are jointly and severally liable for this

payment.

You and LAWCLERK hereby acknowledge and agree that the sums payable under this Section

constitute liquidated damages and not penalties and are in addition to all other rights of

LAWCLERK under this Agreement. You and LAWCLERK further acknowledge that (i) the

amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate;

(ii) the amounts specified in this Section bear a reasonable relationship to, and are not plainly

or grossly disproportionate to, the probable loss likely to be incurred in connection with

circumvention of the Site; (iii) one of the reasons for the amounts set forth in this Section is

the uncertainty and cost of litigation regarding the question of actual damages; and (iv) you

and LAWCLERK are sophisticated parties and this Agreement is an arm’s length agreement.

7. Dispute Resolution.

By accessing the Site or using the Services, you agree that either a Hiring Attorney or a Remote

Associate may initiate a dispute (a “Dispute”) that will be reviewed by LAWCLERK who will

adjudicate the Dispute and determine how the Dispute will be resolved. You agree that

LAWCLERK’s decision is a final determination of the Dispute and agree to be bound by the

determination.

By accessing the Site or using the Services, you agree that when a Dispute is initiated by either

Hiring Attorney or a Remote Associate, you will provide your full cooperation to

LAWCLERK and will promptly respond to all requests for information or documents. You

acknowledge and agree that a failure to fully cooperate with LAWCLERK may result in a

determination of the Dispute that is adverse to you.

7.1. Dispute Resolution for Flat Fee Projects.

A Dispute of a flat fee project may solely be initiated through the Site. A Dispute may

not be submitted after the project has been accepted and/or payment has been disbursed to

the Remote Associate.

LAWCLERK shall have the sole and absolute discretion to decide the Dispute.

LAWCLERK may decide entirely in favor of either the Remote Associate or the Hiring

Attorney or may decide that an appropriate result is to require a partial payment to the

Remote Associate or a partial refund to the Hiring Attorney.

LAWCLERK shall make a final determination in its sole and absolute discretion as to how

the Dispute will be resolved based upon the information provided by the Hiring Attorney

and the Remote Associate that are party to the Dispute, taking into consideration: (i) the

clarity of the description of the project posted by the Hiring Attorney; (ii) whether the

nature and quality of the Remote Associate’s services rendered in connection with the flat

fee project were consistent with industry standards; (iii) whether the initial and final

deadlines were met; (iv) if a scope change is requested, the extent and nature of the scope

change; (v) if revisions are requested by the Hiring Attorney, the extent and nature of the

requested revisions; (vi) whether the parties to the Dispute have complied with this

Agreement; and (vii) any other applicable fact or consideration that may be relevant to

LAWCLERK’s determination of the Dispute.

Because deadlines are incredibly important, unless a Remote Associate can establish that

the Remote Associate was unable to timely complete a flat fee project due to the Hiring

Attorney’s inaction or lack of information from the Hiring Attorney, a Dispute based on a

missed deadline will be resolved in favor of the Hiring Attorney with no payment to the

Remote Associate.

Payment to the Remote Associate will be held until LAWCLERK renders a decision on a

flat fee project Dispute.

7.2. Dispute Resolution for Hourly Associate Opportunities and Subscriptions.

On Monday morning, the Hiring Attorney and Remote Associate will be provided with a

copy of the Remote Associate’s logged time for the prior week (Monday through Sunday),

which will be sent by email. The Hiring Attorney will be provided until the end of the

day Friday of the same week to review the Remote Associate’s logged time and issue a

dispute (the “Dispute Period”). It is the Hiring Attorney’s responsibility to review the

Remote Associate’s time on a weekly basis and to submit any dispute during the Dispute

Period. Once the Dispute Period expires, the Hiring Attorney is deemed to have accepted

the Remote Associate’s logged time and is precluded from disputing the time.

7.2.1. Consensual Resolution of Disputes. Hiring Attorneys and Remote Associates are

encouraged to resolve disputes between themselves. Consensual solutions may

include, but are not limited to: (i) revisions to the work product for which no

additional hours are logged; (ii) an agreement that the Remote Associate will work

and not bill for a set number of hours the following week; or (iii) an agreement to

reduce the hours billed by the Remote Associate for the prior week.

If there is an agreement to reduce the number of hours billed in the prior week, written

notice must be provided to

VAbilling@lawclerk.legal

before the Dispute Period ends

to allow LAWCLERK to alter the amount paid to the Remote Associate. The notice

of resolution to

VAbilling@lawclerk.legal

should state in the subject line “Hourly

opportunity dispute resolved” or “subscription dispute resolved.” The body of the

email must include the Hiring Attorney’s name, the Remote Associate’s name, the

agreement reached, and any other pertinent terms. Both the Hiring Attorney and the

Remote Associate must be included on the email either as the sender or the cc (carbon

copy).

7.2.2. LAWCLERK’s Dispute Process. For hourly associate opportunities and

subscriptions, LAWCLERK can only address Disputes regarding the number of hours

logged. LAWCLERK will not and cannot address any disagreements pertaining to

the quality of the Remote Associate’s work or services. The following are examples

of hourly associate and subscription disputes that will be rejected: (i) the Remote

Associate logged 15 hours for a motion to dismiss and the Hiring Attorney thinks the

quality of the motion only justifies logging 10 hours; or (ii) the Hiring Attorney

believes the Remote Associate’s work is equivalent to a third year attorney, but they

expected tenth year attorney level work.

If the Hiring Attorney has an issue with the Remote Associate’s work product, the

Hiring Attorney must discuss the issue with the Remote Associate and resolve the

dispute between themselves. The suggested consensual resolutions in the paragraph

above are also available for work product issues.

If the Hiring Attorney and the Remote Associate are unable to consensually resolve a

Dispute regarding the hours logged in the prior week, the Hiring Attorney must

submit a Dispute within the Dispute Period by sending an email to

VAbilling@lawclerk.legal

with the subject line “Dispute of Hourly Associate

Opportunity” or “Subscription Dispute.” The body of the email must include the

Hiring Attorney’s name, the Remote Associate’s name, a detailed description of the

dispute, the Hiring Attorney’s proposed resolution, and any other pertinent

information. Both the Hiring Attorney and the Remote Associate must be included

on the email either as the sender or the cc (carbon copy). If the Hiring Attorney wants

the Remote Associate to stop working until the Dispute is resolved, the Hiring

Attorney must also provide such direction in the email to

VAbilling@lawclerk.legal

with the Remote Associate cced.

The following are examples of hourly associate and subscription Disputes that will,

subject to unusual circumstances, be resolved in favor of the Hiring Attorney: (i) the

Remote Associate billed hours without providing the work product by a deadline

clearly set by the Hiring Attorney in writing and without follow-up or communication

from the Remote Associate about the work or the deadline; or (ii) the Remote

Associate billed hours and then failed to provide work or respond to the Hiring

Attorney for multiple days when the engagement contemplated consistent

communication.

If the Remote Associate rejects the Hiring Attorney’s proposed solution, then

LAWCLERK will review the Dispute, contact (as appropriate) the Remote Associate

and Hiring Attorney to obtain any necessary documents or information, and render a

determination within five business days after all requested information has been

provided to LAWCLERK. No payment will be tendered to the Remote Associate

until the Dispute is resolved. LAWCLERK’s determination of the Dispute will be

sent via email to the Hiring Attorney and Remote Associate and is final. To the extent

applicable, payment to the Remote Associate will be tendered, and the Hiring

Attorney’s retainer will be replenished, within three business days after resolution of

the Dispute.

8. Probation & Account Termination. LAWCLERK may put any User on probation or

terminate any User’s account for any reason (or no reason), including without limitation, a

violation of this Agreement. When on probation, a Remote Associate may complete any work

that is “in process” and may accept any work the Remote Associate is invited to complete by

a Hiring Attorney; however, a Remote Associate cannot apply for new work on the Site until

the probation period ends.

Without limiting the foregoing, the following will result in mandatory probation or account

termination.

Act

Consequence

Intentionally soliciting to work, or agreeing to work, outside of
the Site without paying the Buy-Out Fee

6 months’ probation or account
termination

Second occurrence of a project deadline being missed

3 months’ probation

A Remote Associate will not be penalized if: (i) the missed deadline was the direct result of inaction or lack of

information from the Hiring Attorney and the Remote Associate communicated with their Dedicated LAWCLERK
Advisor and the Hiring Attorney regarding the issue preventing completion of the project more than 24 hours before
the deadline; or (ii) the missed deadline was the result of an unavoidable emergency and the Remote Associate
communicated with their Dedicated LAWCLERK Advisor and the Hiring Attorney regarding the emergency
immediately upon the issue arising to ensure sufficient time to allow the project to be reassigned.

Fourth occurrence of a project deadline being missed	6 months’ probation or account termination
Failure to communicate with the Hiring Attorney or LAWCLERK for five business’ days after a missed deadline	6 months’ probation or account termination
Two projects being disputed by a Hiring Attorney for work product issues either: (i) consecutively, or (ii) within two months	3 months’ probation
Four projects being disputed by a Hiring Attorney for work product issues within one year	6 months’ probation or account termination
Missed deadlines or disputed projects while on probation	6 months’ probation or account termination
Failure to timely respond to LAWCLERK or unprofessional interactions with LAWCLERK	6 months’ probation or account termination
Second occurrence within six months of hourly associate opportunities and/or subscriptions cancelled for: (i) poor work product; (ii) missed deadlines; (iii) non-responsiveness or other communication issues; or (iv) improper treatment or interactions.	6 months’ probation
Fourth occurrence within one year of hourly associate opportunities and/or subscriptions cancelled for: (i) poor work product; (ii) missed deadlines; (iii) non-responsiveness or other communication issues; or (iv) improper treatment or interactions.	Account termination

9. Using the Site.

9.1.1. Eligibility. To access or use the Site, you must be, and hereby represent you are,

18 years or older and have the requisite power and authority to enter into this Agreement.

To use the Site and the Services, you must have, and hereby represent that you have, an

independent business (whether it be as a self-employed individual/sole proprietor or as a

corporation or other entity) and further represent that you intend to use the Site and

Services for your business purposes only. You understand that you must comply with

any licensing or registration requirements with respect to your business and you represent

that you comply with all such requirements. LAWCLERK reserves the right, in our sole

discretion, to refuse, suspend, or revoke your access to the Site and Services upon a

violation of this Agreement for any other reason, or for no reason, all in LAWCLERK’s

sole discretion. You may not access or use the Site if we have previously banned you

from the Site.

9.1.2. Digital signature. By registering for a LAWCLERK account on the Site, or by

clicking to accept the Terms of Service when prompted on the Site, you are deemed to

have executed this Agreement electronically, effective on the date you register your

account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures

in Global and National Commerce Act (15 U.S.C. § 7001, et seq.). You acknowledge

that you can electronically receive, download, and print this Agreement and any

amendments.

9.1.3. Permission to use the Site. We grant you permission to use the Site subject to the

restrictions in this Agreement. Your use of the Site is at your own risk, including the risk

that you might be exposed to content that is offensive, indecent, inaccurate, objectionable,

or otherwise inappropriate.

9.1.4. Site availability. The Site may be modified, updated, interrupted, suspended, or

discontinued at any time without notice or liability.

9.1.5. Promotional codes and credits. LAWCLERK may, in its sole discretion, create

promotional or rebate codes that may be redeemed for account credit or other features or

benefits, subject to the following terms and any additional terms that LAWCLERK

establishes on a promotional code basis (“Promo Codes”). Promo Codes may not be

duplicated, sold, or transferred in any manner, or made available to the general public

(whether posted to a public forum or otherwise), unless expressly permitted by

LAWCLERK. Promo Codes may expire or be disabled by LAWCLERK at any time, for

any reason, prior to use. LAWCLERK reserves the right to withhold or deduct credits or

other features or benefits obtained through the use of Promo Codes by you or any other

User in the event that LAWCLERK determines or believes that the use or redemption of

the Promo Code was in error, fraudulent, illegal, or in violation of the Promo Code terms.

10. Content.

10.1.1. Responsibility for User Content. You alone are responsible for your User Content,

and once posted or published, it cannot always be withdrawn. You assume all risks

associated with your User Content, including anyone’s reliance on its quality,

accuracy, or reliability, or any disclosure by you of information in your User Content

that makes you personally identifiable. You represent that you own, or have the

necessary permissions to use and authorize the use of your User Content as described

herein. You may not imply that your User Content is in any way sponsored or

endorsed by LAWCLERK. You may expose yourself to liability if, for example, your

User Content contains material that is false, intentionally misleading, or defamatory;

violates any third-party right, including any copyright, trademark, patent, trade secret,

moral right, privacy right, right of publicity, or any other intellectual property or

proprietary right; contains material that is unlawful, including illegal hate speech or

pornography; exploits or otherwise harms minors; or violates or advocates the

violation of any law or regulation.

10.1.1.1. Our right to use your User Content. You own your User Content and

except as expressly authorized by this Agreement, we will not use your User

Content for marketing purposes without your permission. In connection with

your registration or in your account settings, you may elect (and thereby

expressly grant your permission) to make your profile and other User Content

available to other Users, LAWCLERK, and the public. Notwithstanding

anything to the contrary herein, you agree and acknowledge that we and other

Users may view and otherwise use your User Content in connection posting

work on the Site, applying for work on the Site, completing work through the

Site, and aggregating and compiling data regarding usage of the Site for

marketing and development purposes (the “Approved Uses”). As such, you

hereby irrevocably grant us world-wide, non-exclusive, royalty-free,

sublicensable, transferable rights to use your User Content for the Approved

Uses. You also irrevocably grant the Users of the Site the right to access your

User Content in connection with their use of the Site for the Approved Uses.

Finally, you irrevocably waive, and cause to be waived, against LAWCLERK

and its Users any claims and assertions of moral rights, attribution, or otherwise

with respect to the Approved Uses of your User Content.

10.1.1.2. LAWCLERK may modify or remove content. User Content does not

necessarily reflect the opinion of LAWCLERK. We have the right (though not

the obligation) to, in our sole discretion, determine whether or not any User

Content is appropriate and complies with this Agreement and to refuse or

remove any User Content that, in our reasonable opinion, violates any

LAWCLERK policy or is in any way harmful, inappropriate, or objectionable.

LAWCLERK further reserves the right to make formatting and edits, as well as

to change the manner User Content is displayed on the Site.

10.1.1.3. Ownership. Except for Content that originates from LAWCLERK, we do

not claim ownership of any Content this is transmitted, stored, or processing in

your account. You retain all ownership of and responsibility for your User

Content. We own LAWCLERK Content, including but not limited to visual

interfaces, interactive features, graphics, design, compilation, computer code,

products, software, aggregate user review ratings, aggregate and compiled data

regarding usage of the Site and all other elements and components of the Site

excluding your User Content, Protected Content, and Third-Party Content. We

also own the copyrights, trademarks, service marks, trade names, and other

intellectual and proprietary rights throughout the world (“IP Rights”) associated

with LAWCLERK Content and the Site, which are protected by copyright, trade

dress, patent, trademark laws, and all other applicable intellectual and

proprietary rights and laws. As such, you may not modify, reproduce, distribute,

create derivative works or adaptations of, publicly display or in any way exploit

any of LAWCLERK Content in whole or in part except as expressly authorized

by us. Except as expressly and unambiguously provided herein, we do not grant

you any express or implied rights, and all rights in and to the Site and

LAWCLERK Content are retained by us.

10.1.1.4. Advertising. LAWCLERK and its licensees may publicly display

advertisements and other information adjacent to or included with your User

Content. You are not entitled to any compensation for such advertisements. The

manner, mode, and extent of such advertising are subject to change without

specific notice to you.

10.1.1.5. User responsibilities. Attorneys are solely responsible for ensuring that any

Content they post on the Site, including without limitation User Content and

Protected Content, fully complies with all applicable laws and applicable Rules

of Professional Conduct, including those concerning the unauthorized practice

of law and those regulating the form, manner, or content of communications

with clients, advertising, or other matters.

11. Restrictions. We are under no obligation to enforce this Agreement on your behalf against

another User. While we encourage you to let us know if you believe another User has violated

this Agreement, we reserve the right to investigate and take appropriate action at our sole

discretion. LAWCLERK is not responsible for User Content or Third-Party Content. You

agree not to hold LAWCLERK liable for User Content or Third-Party Content.

11.1. You agree not to, and will not assist, encourage, or enable others to use the Site to:

a. Transmit any Content that is unlawful, promotes unlawful conduct, is

pornographic, discriminatory, or otherwise victimizes or intimidates an individual
or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or
disability; violates applicable rules of professional conduct for attorneys; is false or
defames, harasses, abuses, threatens, or incites violence towards any individual or
group;  or  violates  any  third-party’s  rights,  including  any  breach  of  confidence,
copyright,  trademark,  patent,  trade  secret,  moral  right,  privacy  right,  right  of
publicity, or any other intellectual property or proprietary right;

b. Promote a business or other commercial venture or event, or otherwise use the Site

for commercial purposes, except as expressly permitted in writing by
LAWCLERK; send solicitation or marketing emails, spam, surveys, or other mass
messaging, whether commercial in nature or not; engage in keyword spamming, or
otherwise attempt to manipulate the Site’s search results or any third-party website;
or

c. Violates the privacy of any person; or impersonate any person or entity, including

any of our employees or representatives.

d. Violate this Agreement;

e. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works

or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site
Content, except as expressly authorized by LAWCLERK;

f. Use any robot, spider, site search/retrieval application, or other automated device,

process or means to access, retrieve, scrape, or index any portion of the Site or any
Site Content;

g. Reverse engineer any portion of the Site, record, process, or mine information about

other Users, or reformat or frame any portion of the Site;

h. Remove or modify any copyright, trademark, or other proprietary rights notice that

appears on any portion of the Site or on any materials printed or copied from the
Site;

i. Access, retrieve, or index any portion of the Site for purposes of constructing or

populating a searchable database;

j. Attempt to gain unauthorized access to the Site, User accounts, computer systems

or networks connected to the Site through hacking, password mining, or any other
means;

k. Use the Site or any Site Content to transmit any computer viruses, worms, defects,

Trojan horses, or other items of a destructive nature;

l. Use any device, software, or routine that interferes with the proper working of the

Site, or otherwise attempt to interfere with the proper working of the Site;

m. Use the Site to violate the security of any computer network, crack passwords, or

security encryption codes; disrupt or interfere with the security of, or otherwise
cause harm to, the Site or Site Content;

n. Remove, circumvent, disable, damage or otherwise interfere with any security-

related features of the Site, features that prevent or restrict the use or copying of
Site Content or features that enforce limitations on the use of the Site; or

o. Use, modify, recreate, reproduce, distribute, create derivative works or adaptations

of, publicly display, or in any way exploit LAWCLERK Content, the Site, or the
Services for your own commercial benefit or otherwise.

11.2. LAWCLERK does not offer legal services. LAWCLERK does not offer legal

representation, legal advice, legal opinions, recommendations, referrals, or counseling.

Users, including Remote Associates and Hiring Attorneys, are not the employees or agents

of LAWCLERK. LAWCLERK does not review or approve the posted work requests or

invitations on the Site and does not set the price. At no point may LAWCLERK be held

liable for the actions or omissions of any User, including Hiring Attorneys and Remote

Associates.

11.3. LAWCLERK is not an attorney referral service or employment agency.

LAWCLERK is not an attorney referral service or employment agency. While

LAWCLERK uses reasonable efforts to confirm that Attorneys are licensed attorneys in

good standing in their respective jurisdictions and Remote Associates have been duly

admitted to one or more state bars and have not been disbarred or suspended by any state

bar, we do not make any warranty, guarantee, or representation as to the foregoing or as

to the legal ability, competence, quality, or qualifications of any Attorney or Remote

Associate. LAWCLERK does not represent, warrant, or guarantee that Attorneys or

Remote Associates are covered by professional liability insurance.

11.4. LAWCLERK does not endorse any of its Users. LAWCLERK only provides a

marketplace on which Hiring Attorneys seeking legal assistance may communicate and

transact with Remote Associates. LAWCLERK does not endorse any of its Users and

makes no representations or warranties concerning the qualifications of Hiring Attorneys

or Remote Associates on the Site.

11.5. LAWCLERK does not vouch for the accuracy of peer reviews. You acknowledge and

agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and

you specifically request that LAWCLERK post composite or compiled feedback about

Users, including yourself, on User profiles and elsewhere on the Site. You acknowledge

and agree that feedback results for you may include comments, ratings, indicators of User

satisfaction, and other feedback left by other Users or LAWCLERK. You further

acknowledge and agree that LAWCLERK will make feedback results available to other

Users, including composite or compiled feedback. LAWCLERK provides this feedback

system as a means through which Users can share their opinions publicly and

LAWCLERK does not monitor or censor these opinions. These reviews do not constitute

a guarantee, warranty, or prediction regarding the outcome of any future engagement.

LAWCLERK has no responsibility or liability of any kind for any User Content or Third-

Party Content and any use or reliance on User Content or Third-Party Content is solely at

your own risk. You agree not to use feedback information from the Site to make any

employment, credit, credit valuation, underwriting, or similar decision about a User.

While LAWCLERK does not investigate the reviews for accuracy or reliability,

LAWCLERK may do so if a User requests that LAWCLERK do so. You may be held

legally responsible for damages suffered by other Users or third parties as a result of your

remarks if such remarks are legally actionable or defamatory. LAWCLERK is not legally

responsible for any feedback or comments posted or made available on the Site by any

Users, even if that information is defamatory or otherwise legally actionable. In order to

protect the integrity of the feedback system and protect Users, LAWCLERK reserves the

right (but is under no obligation) to remove or modify posted feedback or information that,

in LAWCLERK’s sole judgment, violates this Agreement or negatively affects our

marketplace. You acknowledge and agree that you will notify LAWCLERK of any error

or inaccurate statement in your feedback results and that if you do not do so, LAWCLERK

may rely upon the accuracy of such information.

11.6. Use of LAWCLERK does not create an attorney-client relationship. LAWCLERK

does not offer legal advice or services. Any use of the Site or Services is not intended to,

and does not, create an attorney-client relationship. LAWCLERK is not liable for the

actions or omissions of any Hiring Attorney or Remote Associate.

12. Privacy Policy.

12.1. How we secure your Protected Content. LAWCLERK has employed commercially

acceptable means to secure your Protected Content. LAWCLERK uses Amazon Web

Services Server Side Encryption referred to as “S3” for the communications and files

constituting

Protected

Content,

which

fully

described

http://docs.aws.amazon.com/AmazonS3/latest/dev/serv-side-encryption.html

LAWCLERK uses AES-256 encryption, which is categorized by the National Security

Agency as Suite B Cryptography, which is more fully described at

https://en.wikipedia.org/wiki/NSA_Suite_B_Cryptography

Additionally, Protected Content is secured and encrypted by LAWCLERK’s proprietary
technology and neither any other User nor LAWCLERK can view or access your Protected
Content.

12.2. Information you submit. We may store the information you submit to or through the

Site. We use the information to facilitate your use of the Site, provide Site functionality,

improve Site quality, personalize your experience, provide customer support, back up our

systems, and comply with legal obligations. Among the information you submit to or

through the Site, please note:

a. Public Content: Your User Content is meant for public consumption.

b. Messaging: If you exchange messages with others through the Site, we may store

these messages in order to deliver them and allow you to manage them. If we send
information from the Site to your phone via SMS text message, we may log your
phone number, phone carrier, and the date and time that the message was processed.
Carriers may charge recipients for texts that they receive. You may change your
account preferences to select the way in which you prefer to receive messages from
LAWCLERK.

c. Credit card purchases: If you submit a project or are entitled to be paid for a project

you  have  completed,  Braintree  Payments,  our  third-party  payment  processor,
collects  and  stores  bank  account,  billing,  and  credit  card  information.    This
information will only be shared with third parties who perform tasks required to
complete the transaction.  When you submit credit card numbers or bank account
information, Braintree Payments encrypts that information using industry standard
technology.    If  you  submit  or  apply  for  a  subscription  or  an  hourly  associate
opportunity, your credit card and bank account information, as applicable, will be
stored  by  LAWCLERK  and  will  only  be  shared  with  third  parties  who  perform
tasks  required  to  complete  the  transaction,  including  Square  and  Nevada  State
Bank.

12.3. Information we collect. In addition to the information you submit to or through the

Site, we also collect and store information from and about you in the course of your use

of the Site. We use this information to analyze and track user behavior, personalize your

experience, enhance Site functionality, general marketing, and may use it to display

relevant advertising or services. For example:

a. Location: We may collect and store information about your location if you enable

your computer or mobile device to send us location information. You may be able
to change the settings on your computer or mobile device to prevent it from
providing us with such information.

b. Activity: We may collect and store information related to you and your use of the

Site, including without limitation your browser type, IP address, unique device
identifier, requested URL, referring URL, browser language, the pages you view,
and the date and time of your visit.

c. LAWCLERK Cookies: We may use cookies, web beacons, local shared objects

and  similar  technology  in  connection  with  your  use  of  the  Site  (“Cookies”).
Cookies  may  have  unique  identifiers,  and  reside,  among  other  places,  on  your
computer, in emails we send to you, and on our web pages.  Cookies may transmit

information about you and your use of the Site, such as your browser type, search
preferences, data relating to advertisements that have been displayed to you or that
you have clicked on, and the date and time of your use. You can disable some (but
not all) Cookies in your device or browser settings, but doing so may affect your
ability to use the Site.

d. Third Parties. We do not rent, share, sell, or trade personally identifiable

information with third parties for their direct marketing purposes.  Except for the
exclusions  specified  in  this  privacy  policy,  we  do  not  provide  the  personally
identifiable information that you have provided to us to third parties unless you give
us permission or direct us to do so.  That said, we work with third parties and they
may have access to some of your information:

e. Third-party services: We may allow third parties who provide services to our

Users through or in connection with the Site to use Cookies.  As a result, they may
collect  and  store  the  same  type  of  information  and  use  it  for  the  same  type  of
purposes as described for Cookies above, and they may be able to associate the
information they collect with other information they may have about you.  We do
not necessarily have access to or control over the Cookies they use.  Nevertheless,
you may be able to opt-out of some of their practices by visiting the following sites:
Network  Advertising  Initiative,  Omniture,  Aperture,  and  PrivacyChoice.    Please
note that opting out does not prevent you from receiving advertisements.

a. Service providers: We outsource some of our development, technical and

customer support, tracking and reporting functions, quality assurance
testing, payment processing functions, and other services to third parties.
We may share information from or about you with them so that they can
perform their services.

b. Aggregate information: We may share user information in the aggregate

with third parties. For example, we may disclose the number of users that
have registered as Remote Associates or Attorneys or the number and types
of posted projects.

c. Business transfers: We may share information from or about you with

other companies under common control, in which case we will require them
to honor this privacy policy. If another company acquires LAWCLERK or
all or substantially all of our assets, that company will possess the same
information and will assume the rights and obligations with respect to that
information as described in this privacy policy.

d. Investigations: We may investigate and disclose information from or about

you to third parties if we have a good faith belief that such investigation or
disclosure is reasonably necessary to: (i) take action regarding suspected
illegal activities; (ii) enforce or apply our Agreement; (iii) help prevent,
investigate, or identify possible wrongdoing in connection with the Site; (iv)
comply with legal process or other government inquiry, such as a search

warrant,  subpoena,  statute,  judicial  proceeding,  or  other  legal  process
served on us; or (iv) protect our rights, reputation, and property, or that of
our Users, affiliates, or the public.  If you use the Site outside of the United
States,  you  consent  to  having  your  personal  data  transferred  to  and
processed in the United States.

e. Links: While the Site may contain links to unaffiliated third-party websites,

we do not vouch for or make any representations regarding such unaffiliated
third-party websites. Except as set forth herein, we do not share your
personal information with them, and we are not responsible for their privacy
practices. We suggest you read the privacy policies on all such third-party
websites.

f. Data retention and account termination. We may keep the information we obtain

from or about you as long as is permitted or required under the law.  If your account
is deactivated, we will remove your User Content from the Site, but may retain your
data in our systems in order to ensure our ability to satisfy the authorized uses under
this privacy policy.  For example, we may use retained data to prevent, investigate,
or identify possible wrongdoing in connection with the Site, to enhance the Site, or
to comply with legal obligations.  Please note that information may exist in backup
storage even after it has been removed from our active databases.

g. Security. We follow generally accepted industry standards to protect the personal

information submitted to us, both during transmission and once we receive it.  No
method  of  transmission  over  the  Internet  or  via  mobile  device,  or  method  of
electronic  storage,  is  100%  secure,  however.    Therefore,  while  we  use
commercially acceptable means to protect your personal information, we cannot
guarantee its absolute security.

h. Notification of Security Issues. You must immediately notify LAWCLERK by

email to

support@lawclerk.legal

or by calling (888) 479-5728 if there is any indicia

of a security breach to your account or if you become aware of any security breach
or security issue related to your account of use of the Site.

13. Email Communications. We use email and electronic means to stay in touch with our Users.

13.1. Consent to electronic communications for Users. For contractual purposes, you: (i)

consent to receive communications from LAWCLERK in an electronic form via the email

address you have submitted or via the Site; and (ii) agree that all agreements, notices,

disclosures, and other communications that LAWCLERK provides to you electronically

satisfy any legal requirement that such communications would satisfy if they were in

writing.

13.2. Keep your address and email address current with us. In order to ensure that we are

able to provide records or notices to you electronically or by U.S. Postal Service, you

agree to notify us immediately of any change in your email or mailing address by updating

your account information on the Site or by contacting the Customer Care Team. You must

keep your email address updated on the Site and you must regularly check the Site for

postings. If you fail to respond to an email message from LAWCLERK regarding a

violation, dispute, or complaint within two business days, LAWCLERK may suspend or

terminate all pending work and your account.

13.3. Legal notice to LAWCLERK must be in writing and not by email or messenger.

Communications made through email or the Service’s private messaging system will not

constitute legal notice to LAWCLERK or any of our officers, employees, agents, or

representatives in any situation where notice to LAWCLERK is required by this

Agreement, contract, or any law or regulation. All notices to LAWCLERK intended to

have a legal effect concerning this Agreement or use of the Site or Services must be in

writing and delivered in person or by mail evidenced by a delivery receipt to the following

address:

Lawclerk.Legal Corporation

Attn: Talitha Gray Kozlowski

7251 Amigo Street, Ste, 220

Las Vegas, Nevada 89119

14. Third-Party Content. The Site may provide you with convenient links to third-party

website(s), as well as other forms of Third-Party Content. These links are provided as a

courtesy to Users. We have no control over third-party websites or content or the promotions,

materials, information, goods, or services available on them. By linking to such content, we

do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy

or reliability of any opinion, advice, or statement made by parties other than LAWCLERK.

If you decide to leave the Site and access Third-Party Content, you do so at your own risk,

and you should be aware that our Agreement no longer governs. You should review the

applicable terms and policies, including privacy and data gathering practices, of any such

content. This Agreement does not authorize you to distribute, publicly display, publicly

perform, make available, alter, or otherwise use any Third-Party Content except as permitted

herein. Your use of the Site is consent for LAWCLERK to present this Content to you. You

acknowledge all responsibility for, and assume all risk for, your use of Third-Party Content.

You agree that we are not responsible for Third-Party Content and that your use of Third-

Party Content, including their websites, is at your own risk.

15. No Liability for User Interactions. Any liability, loss, or damage that occurs as a result of

any User interactions or Content that you input or receive through your use of the Site or the

Services is solely your responsibility. At our discretion, we, or the technology we employ,

may monitor and/or record your general interactions with the Site and the Service; provided

however, that we cannot view your Protected Content.

16. Intellectual Property Notice. LAWCLERK retains all ownership of our intellectual

property, including our copyrights, patents, and trademarks. LAWCLERK retains ownership

of all intellectual property rights of any kind related to the Site and Service, including

applicable copyrights, patents, trademarks, and other proprietary rights. Other trademarks,

service marks, graphics, and logos used in connection with the Site and the Services may be

the trademarks of other third parties. This agreement does not transfer from us to you any

LAWCLERK or third-party intellectual property, and all right, title, and interest in and to such

property will remain (as between the parties) solely with us. We reserve all rights that are not

expressly granted to you under this Agreement.

17. Indemnity. You agree to indemnify, defend, and hold LAWCLERK, its affiliates, and any

related companies, as well as the shareholders, officers, directors, employees, agents, and

representatives of each of them harmless, including costs, liabilities, and legal fees, from any

claim or demand made by any User or other third-party arising out of or relating to: (i) your

access to or use of the Site; (ii) your violation of this Agreement; (iii) any products or services

purchased or obtained by you in connection with the Site; or (iv) the infringement by you, or

any third-party using your account, of any intellectual property or other right of any person or

entity. LAWCLERK reserves the right, at your expense, to assume the exclusive defense and

control of any matter for which you are required to indemnify us, and you agree to cooperate

with our defense of these claims. You agree not to settle any matter involving LAWCLERK

without our prior written consent. LAWCLERK will use reasonable efforts to notify you of

any such claim, action, or proceeding upon becoming aware of it.

18. Disclaimers and Limitations of Liability. PLEASE READ THIS SECTION CAREFULLY

SINCE IT LIMITS THE LIABILITY OF LAWCLERK AND ITS AFFILIATES AND

THEIR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND

REPRESENTATIVES (COLLECTIVELY, THE “LAWCLERK ENTITIES”). EACH OF

THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT

PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO

LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

1. THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS”

AND  “AS  AVAILABLE”  BASIS.    YOUR  USE  OF  THE  SITE  IS  AT  YOUR  OWN
DISCRETION  AND  RISK.    LAWCLERK  ENTITIES  MAKE  NO  CLAIMS  OR
PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE
OR  THE  SITE  CONTENT.    ACCORDINGLY,  LAWCLERK  ENTITIES  ARE  NOT
LIABLE  TO  YOU  FOR  ANY  LOSS  OR  DAMAGE  THAT  MIGHT  ARISE,  FOR
EXAMPLE,  FROM  YOUR  RELIANCE  ON  THE  QUALITY,  ACCURACY,  OR
RELIABILITY OF LAWCLERK.

2. LAWCLERK ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER

EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR
SERVICES OFFERED BY BUSINESSES LISTED OR ADVERTISED ON THE SITE,
AND  IMPLIED  WARRANTIES  OF  MERCHANTABILITY,  FITNESS  FOR  A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  NO ORAL OR WRITTEN
INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF
ONE  OF  LAWCLERK  ENTITIES  SHALL  CREATE  A  REPRESENTATION  OR
WARRANTY.

3. OTHER THAN THE DISPUTE RESOLUTION PROCEDURES DISCUSSED ABOVE,

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF
DISSATISFACTION WITH THE SITE, SERVICES, OR ANY OTHER GRIEVANCE
SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR
USE OF, THE SITE.

4. LAWCLERK ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR

LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE

OR THESE TERMS IS LIMITED TO THE GREATER OF: (i) THE SERVICE FEE, IF
ANY, PAID BY YOU TO LAWCLERK IN CONNECTION WITH THE SITE IN THE
12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; OR (ii)
$5,000.00.

5. LAWCLERK ENTITIES DISCLAIM LIABILITY FOR ANY: (i) INDIRECT,

SPECIAL,

INCIDENTAL,

PUNITIVE,

EXEMPLARY,

RELIANCE,

CONSEQUENTIAL DAMAGES; (ii) LOSS OF PROFITS; (iii) BUSINESS
INTERRUPTION; (iv) REPUTATIONAL HARM; OR (v) LOSS OF INFORMATION
OR DATA.

6. LAWCLERK ENTITIES MAKE NO REPRESENTATION OR WARRANTY THAT

THE INFORMATION WE PROVIDE OR THAT IS PROVIDED THROUGH THE SITE
IS  ACCURATE,  RELIABLE,  OR  CORRECT;  THAT  THE  SERVICES  WILL  MEET
YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY
PARTICULAR TIME OR LOCATION, THAT THE SERVICES WILL FUNCTION IN
AN UNINTERRUPTED MANNER OR BE SECURE EXCEPT AS EXPRESSLY SET
FORTH HEREIN; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR
THAT  THE  SITE  IS  FREE  OF  VIRUSES  OR  OTHER  HARMFUL  COMPONENTS.
YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM
YOUR USE OF INFORMATION, CONTENT, OR OTHER MATERIAL OBTAINED
FROM THE SITE OR SERVICES.

19. Choice of Law and Venue. NEVADA LAW GOVERNS THESE TERMS, AS WELL AS

ANY CLAIM, CAUSE OF ACTION, OR DISPUTE THAT MIGHT ARISE BETWEEN

YOU AND LAWCLERK (A “CLAIM”) WITHOUT REGARD TO CONFLICT OF LAW

PROVISIONS. FOR ANY CLAIM BROUGHT BY OR AGAINST YOU, YOU AGREE

TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION

IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS

LOCATED WITHIN CLARK COUNTY, NEVADA.

20. Waiver of Jury Trial and Class Action. YOU AGREE THAT BY ENTERING INTO THIS

AGREEMENT, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY. YOU ALSO

AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE IN A CLASS

ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS ONLY IN YOUR

INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY

PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

21. Termination.

1. We have the right (though not the obligation) to, in our sole discretion, determine whether

or not any User conduct is appropriate and complies with this Agreement, or terminate or
deny access to and use of the Site or Services to any User for any reason or no reason, with
or without prior notice.

2. You may terminate this Agreement by providing LAWCLERK with written notice of your

desire to terminate the Agreement. Please review our privacy policy set forth above for
information about what we do with your account when terminated.

3. We may close your account, suspend your ability to use certain portions of the Site, and/or

ban you altogether from the Site for any or no reason, and without notice or liability of any
kind. Any such action could prevent you from accessing your account, the Site, your User
Content, Site Content, or any other related information.

4. In the event of any termination, whether by you or us, this Agreement shall be fully binding

upon you from the date you agree to the terms until the date LAWCLERK receives and
processes your request to terminate the Agreement. After termination, Sections 9 through
20 and 22 of this Agreement will continue in full force and effect, including our right to
use your User Content as detailed in Section E.

22. General Terms.

1. We reserve the right to modify, update, interrupt, suspend, or discontinue the Site and

Services at any time without notice or liability.

2. We may provide you with notices, including those regarding changes to this Agreement

by email, regular mail, or communications through the Site.

3. Except as otherwise expressly stated herein, nothing herein is intended, nor will be

deemed, to confer rights or remedies upon any third-party.

4. This Agreement contain the entire agreement between you and LAWCLERK regarding

the use of the Site, and supersede any prior agreement between you and us on such subject
matter. You acknowledge that no reliance is placed on any representation made but not
expressly contained in this Agreement.

5. Any failure on LAWCLERK’s part to exercise or enforce any right or provision of this

Agreement does not constitute a waiver of such right or provision. The failure of either
party to exercise in any respect any right provided for herein shall not be deemed a waiver
of any further rights hereunder.

6. If any provision of this Agreement is found to be unenforceable or invalid, that provision

shall be limited or eliminated to the minimum extent necessary so that this Agreement
shall otherwise remain in full force and effect and enforceable.

7. This Agreement is not assignable, transferable, or sublicensable by you except with

LAWCLERK’s prior written consent, but may be assigned or transferred by us without
restriction. Any assignment that is attempted in violation of this Agreement shall be void.

8. The section titles in the Agreement are for convenience only and have no legal or

contractual effect.

23. Changes to this Agreement. We may, in our sole discretion, amend this Agreement any time

by posting a revised version on the Site. When changes are made, we will notify you by

making the revised version available on the Site and will indicate at the top of the revised

Agreement the date that revisions were last made. You should revisit this Agreement on a

regular basis, because revised versions will be binding on you upon posting on the Site. Any

such modification will be effective when we post the revised Agreement to our Site. You

understand and agree that by using the Site or Services after any amended Agreement is posted

to the Site, you are bound by the amended Agreement.

24. Definitions. The following words are used throughout this Agreement and have the following

specific meanings irrespective of whether they are capitalized, used in the past, present, or

future tense, or used in their singular or plural form:

1. “Content” means all documents, communications, alerts, emails, text, images, photos,

audio, video, location data, and all other forms of data or communication.

2. “Hiring Attorney” refers to a User who is looking to hire a lawyer working as an

independent contractor through the Site.

3. “Lawclerk.Legal,” “LAWCLERK,” “We,” Us,” and “Our” means Lawclerk.Legal

Corporation, a Nevada corporation, together with our affiliates, shareholders, directors,
officers, and employees.

4. “LAWCLERK Content” means Content that we create and make available in connection

with the Site.

5. “Protected Content” means: (i) Content related to work that is posted to the Site by either

the Hiring Attorney or the Remote Associate and is posted in the “Document Library” or
“Communication” sections of the dashboard; and (ii) your payor or payee information.

6. “Remote Associate” refers to a User who is looking to find work through the Site as a

lawyer working on an independent contractor basis.

7. “Third-Party Content” means Content that originates from parties other than

LAWCLERK or its Users, which is made available in connection with the Site. “Site
Content” means the Content that is made available in connection with the Site, including
User Content, Third-Party Content, and LAWCLERK Content.

8. “User,” “You,” and “Your” refers to the person, company, or organization that has visited

or is using the Site and/or the Service, including anyone who browses, crawls, scrapes, or
in any way accesses or uses the Site. A User may be a Hiring Attorney, Remote Associate,
both, or neither.

9. “User Content” means Content that Users submit or transmit to, through, or in connection

with the Site. User Content does not include Protected Content.