Please read these Terms of Service (the Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of www.attorneyshare.com (the “Site”), including any content, functionality and services offered on or through the Site by Attorney Share, LLC, (“Attorney Share”, “our”, “us” or “we”). To make these Terms easier to read, the Site and our services are collectively called the “Services”.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ATTORNEY SHARE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

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1 - Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

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2 - About the Services

a) Services. The Services are a technology platform that is designed to facilitate the referral process between licensed attorneys. The Services are not intended to be an attorney referral service in any jurisdiction, and, as such, are not governed by Cal. Bus & Prof. Code 6155 or similar statutes or rules in other jurisdictions. Attorney Share is also not a law firm, does not engage in the practice of law, does not offer legal advice, and does not share in any legal fees. Attorney Share offers no guidance or advice to those who utilize the Services about compliance with the applicable ethical standards and duties to clients, the courts, and third parties. Attorney Share offers no guidance or advice regarding fee sharing or co-counsel relationships between attorneys or advertising requirements. The sole responsibility for the same is yours.

b) Use of the Term “Marketplace”. The use of the term “marketplace” refers to the exchange of ideas and expertise that occurs through the Services. The purchase or sale of cases is strictly prohibited. Each referral transaction requires the client’s consent, complete with proper disclosures, and must comply with applicable rules and/or statutes including, without limitation, the Rules of Professional Conduct as a whole. Attorney Share does not provide any advice or guidance on obtaining such client consent, and you agree that you are solely responsible for the same.

c) Referrals. Attorney Share is not a party to any referral transactions between users and is not responsible for ensuring each user’s compliance with the terms of such referral transactions, the accuracy of the information provided by users, or mediating or resolving any disputes between users. Users are solely and entirely responsible for communicating, agreeing to, and enforcing the terms of such referral transactions in accordance with the ethical obligations relevant to each user.

d) Referring Attorneys. If you are using the Services to refer a matter relating to the legal representation of a client (each a “Case”) by sharing Case Materials and/or interacting with Referee Attorneys (as defined below), you are a “Referring Attorney” and agree to the following terms:

i. Client files (including, but not limited to information and materials protected by the attorney-client privilege/duty of confidentiality, HIPAA or related medical privacy statutes, and the financial right of privacy) and related documents and information from or connected to clients or potential clients and their legal matters, are referred to, collectively, as “Case Materials."ii. You will only post, upload, or share Case Materials related to matters in which an actual or potential attorney-client relationship exists between you and the client (as defined by the rules and standards of your applicable jurisdiction) with written client authorization and informed consent to post, upload, and share those Case Materials. You will not post, upload or share Case Materials on behalf of any other person or user.iii. You will share genuine, truthful and accurate Case Materials through the Services, and will not at any time share false, inaccurate or misleading Case Materials through the Services.iv. You will at all times adhere to all applicable rules of professional You will at all times adhere to all applicable rules of professional ethics, including, without limitation, the Rules of Professional Conduct applicable in your jurisdiction. It is your sole responsibility to determine such requirements and assure compliance. This includes, but is not limited to, any and all ethical or contractual obligations you may have to keep Case Materials protected and confidential and to confirm the accuracy and truthfulness of the information you post about your qualifications and firm professional conduct, including, without limitation, the Rules of Professional Conduct, applicable in your jurisdiction. It is your sole responsibility to determine such requirements and assure compliance.

e) Referee Attorneys. If you are using the Services to obtain Cases by interacting with Referring Attorneys, you are a “Referee Attorney” and agree to the following terms:

i. If you successfully obtain a Case, you may not subsequently refer such Case through the Services or otherwise without the consent of the Referring Attorney from whom you obtained such Case.

ii. You will at all times adhere to all applicable rules of professional ethics, including, without limitation, the Rules of Professional Conduct applicable in your jurisdiction. It is your sole responsibility to determine such requirements and assure compliance. This includes, but is not limited to, any and all ethical or contractual obligations you may have to keep Case Materials protected and confidential and to confirm the accuracy and truthfulness of the information you post about your qualifications and firm.

f) Third Party Information. Our Services may in certain delineated circumstances allow you to forward or share certain content with third parties that are not users of our Services. You agree that you have all rights necessary to enter a third party’s personal information (including without limitation names or email addresses) into the Services.

g) Help Center Content. We may make available informational content that is intended to familiarize you with the features of the Services (“Help Center Content”). Help Center Content may be updated at any time in our sole discretion and does not constitute a legally binding document. These Terms prevail in the event of any conflict or inconsistency between these Terms and Help Center Content.

3 - Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

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4 - Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site and/or may also send other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you acknowledge that you have accepted and agreed to those changes. Do not use the Services anymore if you do not agree to be bound by the changes. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

5 - Who May Use the Services?

a) JHQ Membership. Your access to or use of most features of the Services, including the creation of an account, requires that you apply for and successfully obtain membership to an attorney membership organization made available by Justice HQ, LLC (the “JHQ Membership”, and the application for a JHQ Membership, the “JHQ Application”). You acknowledge that Justice HQ, LLC is solely responsible for the processing, review, acceptance, or rejection of your JHQ Application; and that Attorney Share has no responsibility or liability to you whatsoever as regards your JHQ Application and/or the denial of that application and your resulting inability to use certain features of the Services. Please visit https://justicehq.com for more information regarding the JHQ Application and JHQ Membership.

b) Accounts. If you wish to use most features of the Services, you will need to create an account (your “Account”). You may be able to create your Account using your email address. You may also create your Account through the use of a third-party account (for example, your social media account with Google), and to the extent you choose to do so, we may access certain personal information that this third party provides to us, such as your email address and name, to help create your Account. To create an Account (and use corresponding features of the Services), you must be a licensed attorney within a United States jurisdiction and maintain good standing within your respective jurisdiction(s). You must provide us with accurate, non-misleading, complete and up-to-date information for your Account, and you agree to update such information as necessary to ensure it remains accurate, including prompt notification of any change in your license status, including any discipline issued against you. Attorney Share may, in its sole discretion, accept, reject or terminate your Account at any time without any prior notice or liability to you.

c) Prohibitions. You may not: (i) sell, resell, rent, lease, share or provide access to your Account to anyone else; or (ii) create an Account for anyone else or create an Account in a name other than your own. You are solely responsible for all activities that occur under your Account.

6 - Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

7 - One-Time Payments and Subscriptions

Attorney Share requires payment of a fee for use of certain portions of the Services and you agree to pay such fees. You may be required to make one-time payments (each, a “One-Time Payment”) or purchase a subscription (“Subscription”) in connection with your access to and use of the Services.

a) General. Whether you make a One-Time Payment or purchase a Subscription (each, a “Payment”), you expressly authorize us (or our third-party payment processor) to charge you for such Payment. We may ask you to supply additional information relevant to your Payment, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Payment, you authorize us to provide your Payment Information to third parties so we can complete your Payment and to charge your payment method for the type of Payment you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Payment (such information is included within the definition of Payment Information). By initiating a Payment, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Payments are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

b) Subscriptions. If you purchase a Subscription, you will be charged the annual Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each year thereafter, at the rate of the then-current Subscription Fee. By purchasing a Subscription, you authorize Attorney Share to initiate recurring non-refundable payments as set forth below. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Attorney Share. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.

c) Cancelling Payments. Your purchase is final and you will not be able to cancel the purchase and/or receive a refund of your One-Time Payment or Subscription Fee at any time except in Attorney Share’s sole discretion or as required by applicable law. Attorney Share will evaluate requests for refunds according to the guidelines provided in the Help Center Content; however, the ultimate decision to issue a refund remains at Attorney Share's sole discretion. If something unexpected happens in the course of completing a Payment, we reserve the right to cancel your Payment for any reason; if we cancel your Payment we’ll refund any payment you have already remitted to us for such Payment. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. Except as set forth above with respect to your initial subscription purchase, you will not receive a refund of any portion of the Subscription Fee paid for the then current subscription period at the time of cancellation. To cancel, you can send an email to support@attorneyshare.com. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.

8 - Content

a) Types of Content.

i. Case Materials. Attorney Share does not claim any ownership rights in any Case Materials. As set forth in Section 2(d)(i)-(iv) above, it is solely referring and referrer attorney responsibility to determine whether any Case Materials you upload to the Services may legally and ethically the uploaded, and your sole responsibility to obtain the appropriate written client authorization and consent for such uploading.

ii. User Content. Anything other than Feedback and Case Materials that you share or otherwise make available through the Services is referred to as “User Content”. Attorney Share does not claim any ownership rights in any User Content and nothing in these Terms restricts any rights that you may have to your User Content.

b) Permissions and Your Responsibilities.

i. Permissions to User Content. By making any User Content available through the Services, you grant to Attorney Share a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with providing, operating, training, improving or enhancing the Services or other products, services and technologies.

ii. Permissions to Case Materials. By making any Case Materials available through the Services, you grant Attorney Share and its third party service providers a non-exclusive, worldwide, royalty-free license to use, copy, distribute, and modify (for formatting and similar purposes only) Case Materials solely for the purpose of providing, developing, and improving the Services.

iii. Your Responsibilities Regarding User Content and Case Materials.

i. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant the accuracy and truthfulness of your User Content and that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Attorney Share on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law, regulation (including but not limited to your jurisdiction's lawyer advertising regulations) or standard of conduct.

ii. You are solely responsible for ensuring compliance with all applicable rules and standards of professional ethics with respect to your Case Materials and User Content. You represent and warrant that: (a) you have (and will have) all rights that are necessary to grant us and our third party service providers (solely as required to provide the Services) the license rights in your Case Materials under these Terms; (b) you have obtained the appropriate consents before uploading or sharing any Case Materials through the Services, including without limitation all consents required to share any Case Materials with other users as may be required by applicable laws, regulations, rules or standards of conduct; and (c) neither your Case Materials, nor your use and provision of your Case Materials to be made available through the Services, nor any use of your Case Materials by Attorney Share or our third party service providers will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law, regulation, rule or standard of conduct.

iv. Production of Content Pursuant to Applicable Law. You authorize us to provide your Case Materials and User Content to third parties as required and permitted by law (such as in response to a subpoena or court order, after notifying you of the receipt of a subpoena or court order for your Content and/or Case Materials where permitted), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If we are required by law to disclose any of your Case Materials or User Content, we will provided you written notice (to the extent permitted by law) prior to such disclosure so that you may seek a protective order or other appropriate relief.

c) Information Security. If we learn that an unauthorized party has gained access to your User Content or Case Materials of a confidential, privileged or otherwise sensitive nature, we will use commercially reasonable efforts to promptly notify you of such unauthorized access, and we will cooperate with you to try to identify the information affected.

d) Removal of Content.

i. Removal of User Content. You can remove your User Content by specifically deleting it, using available features on the Services. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be able to be deleted, or if deleted, not completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

ii. Removal of Case Materials. You can remove your Case Materials by specifically deleting them, using available features on the Services. You should know that in certain instances, some of your Case Materials (such as in messages you send) may not be able to be deleted, or if deleted, not completely removed and copies of your Case Materials may continue to exist on the Services. You acknowledge that access to and use of certain Case Materials in connection with the Services occurs through a third party service provider, and accordingly, to the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of such Case Materials.

e) Reservation of Rights. Attorney Share and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

9 - General Prohibitions and Attorney Share’s Enforcement Rights.

You agree not to do any of the following:

a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

b) Use, display, mirror or frame the Services or any individual element within the Services, Attorney Share’s name, any Attorney Share trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Attorney Share’s express written consent;

c) Access, tamper with, or use non-public areas of the Services, Attorney Share’s computer systems, or the technical delivery systems of Attorney Share’s providers;

d) Attempt to probe, scan or test the vulnerability of any Attorney Share system or network or breach any security or authentication measures;

e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Attorney Share or any of Attorney Share’s providers or any other third party (including another user) to protect the Services;

f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Attorney Share or other generally available third-party web browsers;

g) Use any meta tags or other hidden text or metadata utilizing an Attorney Share trademark, logo URL or product name without Attorney Share’s express written consent;

h) Use the Services, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms;

i) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

j) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

k) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

l) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

m) Impersonate or misrepresent your affiliation with any person or entity;

n) Propose misleading fee structures, bids or offers;

o) Upload false, inaccurate, or misleading Case Materials;

p) Violate any applicable law, regulation or professional rules or standards of conduct; or

q) Encourage or enable any other individual to do any of the foregoing.

Attorney Share is not obligated to monitor access to or use of the Services or to review or edit any User Content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

10 - DMCA/Copyright Policy.

Attorney Share respects copyright law and expects its users to do the same. It is Attorney Share’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Attorney Share’s Copyright and IP Policy, for further information.

11 - Links to Third Party Websites or Resources.

The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

12 - Termination.

We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your Account, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending us an email at support@attorneyshare.com. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive : 6, 7(b), 7(c) (only for payments due and owing to Attorney Share prior to the termination), 8(b), 8(c), 8(e), 12, 13, 14, 15, 16, 17 and 18.

13 - Disclaimers.

a) THE SERVICES AND ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. ATTORNEY SHARE IS NOT RESPONSIBLE OR LIABLE FOR USER CONTENT, OR ANY COMMUNICATIONS, AND WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND IN REGARD TO USER CONTENT.

b) YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ADHERING TO ALL APPLICABLE PROFESSIONAL OBLIGATIONS IMPOSED BY THE PROFESSIONAL RULES AND STANDARDS APPLICABLE IN THE JURISDICTION(S) IN WHICH YOU ARE LICENSED IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE RULES OF PROFESSIONAL CONDUCT.

c) THE MATERIALS CONTAINED OR MADE AVAILABLE THROUGH THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY OR MAY NOT REFLECT THE MOST CURRENT LEGAL DEVELOPMENTS OR CREATE AN ATTORNEY-CLIENT RELATIONSHIP AS DEFINED BY THE RULES AND/OR STANDARDS OF THE APPLICABLE JURISDICTION. ACCORDINGLY, ANY MATERIALS AVAILABLE ON THE SERVICES ARE NOT PROMISED OR GUARANTEED TO BE CORRECT OR COMPLETE, AND SHOULD NOT BE RELIED UPON AS SUCH. FURTHER, AS LEGAL ADVICE MUST BE TAILORED TO THE SPECIFIC CIRCUMSTANCES OF EACH CASE, NOTHING PROVIDED ON THE SERVICES SHOULD BE USED AS A SUBSTITUTE FOR ADVICE OF COMPETENT COUNSEL. THE MATERIALS ON THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE AND DO NOT NECESSARILY REFLECT THE OPINIONS OF ATTORNEY SHARE. YOU ACKNOWLEDGE AND AGREE THAT ATTORNEY SHARE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY ACT OR FAILURE TO ACT RELATING TO SUCH MATERIALS, IN ADDITION TO THE LIMITATION OF LIABILITY CLAIMS CONTAINED IN THESE TERMS.

d) ATTORNEY SHARE MAKES NO GUARANTEE THAT YOUR CASES WILL BE ACCEPTED OR THAT YOU WILL WIN ANY BIDS. ACCORDINGLY, WE MAKE NO GUARANTEE THAT YOU WILL RECEIVE ANY REVENUE IN CONNECTION WITH YOUR USE OF THE SERVICES.

14 - Indemnity.

You agree to indemnify, defend (at Attorney Share’s option, through Attorney Share's selection of counsel), and hold Attorney Share and its service providers and affiliates and their respective officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms. You may not settle or otherwise compromise any claim subject to this Section without Attorney Share’s prior written approval.

15 - Limitation of Liability.

a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ATTORNEY SHARE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ATTORNEY SHARE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ATTORNEY SHARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO ATTORNEY SHARE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ATTORNEY SHARE, AS APPLICABLE.

c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ATTORNEY SHARE AND YOU.

16 - Governing Law and Forum Choice.

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Attorney Share are not required to arbitrate will be the state and federal courts located in the Los Angeles County, and you and Attorney Share each waive any objection to jurisdiction and venue in such courts.

17 - Dispute Resolution.

a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Attorney Share agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Attorney Share are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

b) Exceptions. As limited exceptions to Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, with the arbitrator having discretion to reallocate such fees as part of the arbitration award. If we prevail in arbitration we will pay all of our attorneys’ fees and costs and will not seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

e) Injunctive and Declaratory Relief. Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

f) Class Action Waiver. YOU AND ATTORNEY SHARE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

g) Severability. With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

18 - General Terms.

These Terms constitute the entire and exclusive understanding and agreement between Attorney Share and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Attorney Share and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Attorney Share’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Attorney Share may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Attorney Share’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Attorney Share. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. Unless otherwise expressly provided, no provisions of these Terms are intended or will be construed to confer upon or give to any person or entity, other than the parties, any rights, remedies or other benefits under or by reason of these Terms. All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be deemed given: (a) when delivered personally; (b) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (c) when sent by email, on the date the email was sent without a bounce back message, if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party; or (d) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.

19 - Contact Information.

If you have any questions about these Terms or the Services, please contact Attorney Share at support@attorneyshare.com, 1-888-325-4135 and/or Attn: Attorney Share, 2916 W 164th St Torrance, CA 90504.

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