HeroCounsel Terms of Use
Last Updated as of January 27, 2022
Effective as of January 27, 2022
By using the Service, you agree, on behalf of yourself and others who use any Service under your account, to the following Terms of Use, the Privacy Policy (defined below), and any specific and/or supplemental terms and conditions:
1. Definitions. The following terms are used throughout these Terms of Use and have specific meanings.
a. The term “Service” refers to the services provided by HeroCounsel, including without limitation access to HeroCounsel’s online platform; the Website; communication tools; and payment services. HeroCounsel does not provide an attorney referral service or serve as an employment agency. We provide a venue for our Users to meet and exchange information with our Contract Attorneys.
b. The term “Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.
c. The “Website” refers to HeroCounsel’s websites located at https://www.herocounsel.com and https://app.herocounsel.com, all subpages and subdomains, and all content, services, and products available at or through the Website.
d. “HeroCounsel”, “We”, and “Us” refer to HeroCounsel, LLC as well as our affiliates, directors, subsidiaries, officers, and employees. Contract Attorneys are not part of HeroCounsel.
e. “The User”, “You”, and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service. A User may be a Hiring Attorney, a Contract Attorney, both, or neither.
f. “Contract Attorney” refers to registered contract attorneys in the legal field who may communicate with and provide contracting or consulting work to Hiring Attorneys or fellow Contract Attorneys via the Service. Contract Attorneys are not the employees or agents of HeroCounsel.
g. “Hiring Attorney” refers to 1) Users who submit requests for proposals from Contract Attorneys for providing legal services for a fee (“Jobs”); and 2) Users who contract with Contract Attorneys for additional work, which, for purposes of Section 7 below, may include permanent employment, beyond the initial Job which established the Contract Attorney-Hiring Attorney relationship. Contract Attorneys may submit proposals (“Proposals”) for such Jobs and may also establish terms of the relationship with the Hiring Attorney via a signed engagement letter or other written agreement.
h. “Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content, which may be submitted by any HeroCounsel User (Hiring Attorney or Contract Attorney).
i. “Admin Fee” refers to fees charged to both the Hiring Attorney and the Contract Attorney to cover payment processing fees.
j. “HeroCounsel Fee” refers to the platform fee that is charged to the Contract Attorney. The HeroCounsel Fee is 20% of all Jobs and Tasks. The HeroCounsel Fee is used to cover things like HeroCounsel’s marketing costs, sales costs, costs to run the HeroCounsel platform, etc. The HeroCounsel Fee is not attorney fees.
k. "Task" refers to a task for the provision of the Services within a Job.
l. "Service Fee" refers to the fee due from the Hiring Attorney in consideration of the services by the Contract Attorney together with all applicable tax;
m. "Deposit" refers to the Service Fee plus the Admin Fee charged to the Hiring Attorney. As described in more detail below, the Deposit must be paid by the Hiring Attorney for each Task before the Contract Attorney can begin working on the specific Task.
n. "Privacy Policy" refers to the HeroCounsel privacy policy located at https://www.herocounsel.com/privacy-policy
2. About the HeroCounsel Service.
a. The HeroCounsel Service is a marketplace and platform for collaboration and communication between attorneys. The HeroCounsel Service provides access to HeroCounsel’s virtual community of Contract Attorneys; collaboration through HeroCounsel’s communication management tools; and payment and invoicing tools.
b. HeroCounsel is not a law firm. HeroCounsel does not offer legal representation. HeroCounsel does not offer any legal advice, legal opinions, recommendations, referrals, or counseling. Contract Attorneys are not the employees or agents of HeroCounsel. HeroCounsel is not involved in agreements between Users or in the representation of Users. At no point may HeroCounsel be held liable for the actions or omissions of any Contract Attorney performing contract or consulting services for you.
c. HeroCounsel is not an attorney referral service or employment agency. HeroCounsel does not select or endorse any individual Contract Attorney to service a Hiring Attorney. While HeroCounsel uses commercially reasonable efforts to vet and confirm that registered Contract Attorneys are licensed attorneys, we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Contract Attorney. HeroCounsel does not warrant or guarantee that Contract Attorneys are covered by professional liability insurance. HeroCounsel encourages Hiring Attorneys to research any Contract Attorney before accepting professional advice or services.
d. HeroCounsel is a marketplace where Contract Attorneys and Hiring Attorneys can identify each other and buy and sell legal services online. Subject to the Terms of Use, HeroCounsel provides the Website and Service to Users, including hosting and maintaining the Website, facilitating the formation of service contracts, and assisting Users in resolving disputes which may arise in connection with those service contracts. When a User enters a service contract, the User uses the Website to invoice and pay any amounts owed under the service contract.
e. HeroCounsel merely makes the Website and Service available to enable Contract Attorneys and Hiring Attorneys to find and transact directly with each other. HeroCounsel does not introduce Contract Attorneys to Hiring Attorneys, select Jobs for Contract Attorneys, or select Contract Attorneys for Hiring Attorneys. Through the Website and Service, Contract Attorneys may be notified of Hiring Attorneys that may be seeking the services they offer, and Hiring Attorneys may be notified of Contract Attorneys that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Job, Contract Attorneys or Hiring Attorneys on their own. If Users decide to enter into a service contract, the service contract is directly between the Users and HeroCounsel is not a party to that service contract.
f. You acknowledge, agree, and understand that HeroCounsel is not a party to the relationship or any dealings between Contract Attorneys and Hiring Attorneys. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any Content; (b) determining the suitability of other Users for a service contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of service contracts; (d) performing services; and/or (e) paying for services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a service contract with another User and for verifying any information about another User, including any User-Generated Content (defined herein). HeroCounsel does not make any representations about or guarantee the truth or accuracy of any Contract Attorneys’ or Hiring Attorneys’ listings or other User-Generated Content on the Website; does not verify any feedback or information provided by Users about Contract Attorneys or Hiring Attorneys; and does not guarantee the work of Contract Attorneys or Hiring Attorneys. You acknowledge, agree, and understand that HeroCounsel does not, in any way, supervise, direct, control, or evaluate Contract Attorneys or their work and is not responsible for any Jobs, Job terms or work product. HeroCounsel makes no representations about and does not guarantee, and you agree not to hold HeroCounsel responsible for, the quality, safety, or legality of the Contract Attorney’s services; the qualifications, background, or identities of Users; the ability of Contract Attorneys to deliver services and complete Jobs; the ability of Hiring Attorneys to pay for Contract Attorney services; User-Generated Content and statements or posts made by Users; or the ability or willingness of a Hiring Attorney or Contract Attorney to actually complete a transaction. While HeroCounsel may provide certain badges or ratings on Contract Attorneys or Hiring Attorneys profiles, such badges or ratings are not a guarantee or warranty of quality or ability or willingness of the badged or rated Contract Attorney or Hiring Attorney to complete a service contract and is not a guarantee of any kind, including, the quality of the Contract Attorney’s services or Job.
g. You also acknowledge, agree, and understand that Contract Attorneys are solely responsible for determining, and have the sole right to determine, which Jobs to accept; the time, place, manner, and means of providing any Contract Attorneys services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of HeroCounsel, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) HeroCounsel will not have any liability or obligations, including under or related to service contracts, Jobs, and/or Contract Attorney services for any acts or omissions by you or other Users; (iii) HeroCounsel does not, in any way, supervise, direct, or control any Contract Attorney or Contract Attorney services; does not impose quality standards or a deadline for completion of any Contract Attorney services; and does not dictate the performance, methods or process any Contract Attorney uses to perform services; (iv) Contract Attorney is free to determine when and if to perform Contract Attorney services, including the days worked and time periods of work, and HeroCounsel does not set or have any control over Contract Attorney’s pricing, work hours, work schedules, or work location, nor is HeroCounsel involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Contract Attorney for a Job; (v) HeroCounsel does not, in any way, provide or guarantee Contract Attorney a regular salary or any minimum, regular payment; (vi) HeroCounsel does not provide Contract Attorneys with training or any equipment, labor, tools, or materials related to any Job; (vii) HeroCounsel does not provide the premises at which Contract Attorneys will perform the work; (viii) unless otherwise agreed with their Hiring Attorney, Contract Attorneys may use subcontractors or employees to perform Contract Attorney services by delegating work on fixed-price contracts or by agreeing with their Hiring Attorney to have hourly contracts for Contract Attorney’s subcontractor(s) or employee(s); and (ix) HeroCounsel does not provide shipping services for any physical work product. If a Contract Attorney uses subcontractors or employees, Contract Attorney further agrees and acknowledges that this Section applies to HeroCounsel’s relationship, if any, with Contract Attorney’s subcontractors and employees as well and Contract Attorney is solely responsible for Contract Attorney’s subcontractors and employees.
h. Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the other provisions described in this Terms of Use including but not limited to Section 4, 6, 7, 8, 14, 26 and 30. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
i. While HeroCounsel uses commercially reasonable efforts to vet and confirm that registered Contract Attorneys are licensed attorneys, HeroCounsel does not vouch for any of its Users. HeroCounsel simply provides a platform on which legal professionals seeking legal assistance may communicate and transact with other legal professionals. HeroCounsel does not endorse any of its Contract Attorneys and does not sanction statements that Contract Attorneys make on the platform.
j. HeroCounsel Does Not Guarantee Results. From time to time, Hiring Attorneys may submit reviews of Contract Attorneys and Contract Attorneys may submit reviews of Hiring Attorneys; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. HeroCounsel will have no responsibility or liability of any kind for any User-Generated Content or legal advice you encounter on or through the Website, and any use or reliance on User-Generated Content or legal advice is solely at your own risk.
k. Use of HeroCounsel Does Not Create An Attorney-Client Relationship With HeroCounsel. HeroCounsel does not offer legal advice or services. Any use of the HeroCounsel Service is not intended to, and does not, create an attorney-client relationship. Any attorney-client relationship must be in writing and between Contract Attorneys and Hiring Attorneys and as further described in Section 6. Any communication via HeroCounsel may not be held confidential. HeroCounsel is not liable for the actions or omissions of any Contract Attorney performing contract or consulting services for you.
3. User Responsibilities. You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.
a. User Account Security. If you sign up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from HeroCounsel. You are responsible for maintaining the security of your account and keeping your password confidential, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify HeroCounsel immediately of any unauthorized use of account, or any other breaches of security. You may not transfer your account to anyone else. We may deny access to an account if we reasonably believe that it is being used by an unauthorized person or that the user is in breach of these Terms of Use. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.
b. Relationship with Contract Attorneys. Because we cannot guarantee the fitness of any of our Contract Attorneys for your specific needs, we encourage Hiring Attorneys to research any Contract Attorney before accepting professional advice or services. Hiring Attorneys may also request a written legal engagement agreement specifying the terms, scope, limitations, and conditions of the engagement.
c. No Reliance on User-Generated Content. User-Generated Content posted on the Website, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate. User-Generated Content is not a substitute for professional legal advice or a solicitation to offer legal advice regarding specific facts. You should not delay or forego seeking legal advice or disregard professional legal advice based on User-Generated Content. Delay in seeking such legal advice could result in waiver of any claims you or your client may have, depending on the applicable statute(s) of limitation.
d. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other HeroCounsel policies.
4. Use and Conduct Restrictions. The following Use Restrictions and Conduct Restrictions are basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close accounts if we need to or in our sole discretion.
a. Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that
i. is unlawful or promotes unlawful activity
ii. defames, harasses, abuses, threatens, or incites violence towards any individual or group
iii. 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
iv. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
v. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
vi. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights
vii. impersonates any person or entity, including any of our employees or representatives; or
viii. violates the privacy of any third party.
b. Users Must Be Over Age 18 and Other Requirements. You represent that you are over the age of 18. HeroCounsel does not target our Content to children or teenagers under 18, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately. To use the Service you must also be (1) an attorney admitted to practice in the U.S., in good standing with your respective bar association, and with the intention of using the Service to find contract based work in accordance with this Terms of Use; or (2) an attorney, law firm, or legal department with the intention of retaining legal professionals on a contract basis through HeroCounsel. If you are a Contract Attorney, you represent and warrant that you are an attorney admitted to practice in the U.S., that you are in good standing with your respective bar association and that you are not and have not been previously disbarred from the practice of law.
c. No Liability for User Interactions; HeroCounsel May Monitor Interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Job postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service, though not the specifics of your legal interactions.
d. Right to Terminate Accounts. 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 these Terms of Use, or terminate or deny access to and use of the Service to any User for any reason, with or without prior notice.
e. You may not have more than one account on the Service.
f. When you use the Service you must comply with all applicable laws and you agree not to:
i. try to gain unauthorized access to the Service or any networks, servers or computer systems connected to the Service;
ii. harvest or otherwise collect non-public information about another User obtained through the Service (including email addresses), without the prior written consent of the holder of the appropriate rights to such information;
iii. add another user to your email or physical mailing list without their consent after adequate disclosure, or use their email address or contact details for antisocial, disruptive, or destructive purposes;
iv. transmit spam, chain letters or other unsolicited emails;
v. access the Service with the intention of using any information, content or other know-how to set up a competitive platform or business;
vi. reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Service;
vii. register and view the Service for the purpose of reproducing, redistributing, selling, creating derivative works from, decompiling, reverse engineering, or disassembling all or part of the Service;
viii. be an attorney disbarred for any disciplinary action or other any other reasons; or
ix. be a staffing company or recruiter, including attorneys that are engaged in the businesses of staffing employees, or otherwise a third party to the retaining or hiring of attorneys.
g. Payment processing services for users on the Website are provided by Stripe and are subject to the Stripe Connected Account Agreement located at https://stripe.com/connect-account/legal which includes the Stripe Services Agreement located at https://stripe.com/legal (collectively the “Stripe Services Agreement”). By agreeing to our Terms of Use, or continuing to operate as a Hiring Attorney or Contract Attorney on the Website, you agree to be bound by the Stripe Services Agreement as the same may be amended from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide to us accurate and complete information about you and your business and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe. Payments are subject to the limitations and requirements listed at https://stripe.com/connect.
h. U.S. Bank Accounts. You must use U.S. bank accounts and credit cards in order to make and receive payments via the Service. You must also register your account with Stripe as a U.S. account. In the event you do not use a U.S. bank account or do not register your account with Stripe as a U.S. account you may incur and will be billed for any applicable additional charges (i.e. payment processing, conversion fees, etc.).
i. Automatic Release of Funds. If the Contract Attorney does not register its account with Stripe as a U.S. account, and if the Hiring Attorney does not approve and release the Deposit to the Contract Attorney within 90 days of the Hiring Attorney accepting the service contract, the Deposit (minus any fees, including the Admin Fee and HeroCounsel Fee) will be automatically released to the Contract Attorney after 90 days. In the event this occurs, the Contract Attorney agrees to immediately refund the Deposit to the Hiring Attorney until that Deposit has been approved and released by Hiring Attorney or until that Deposit has been approved and released pursuant to Section 14(a) (the 24 Hour Review Period (defined below)), and the Contract Attorney will be responsible for any additional charges that are incurred as a result of this. Otherwise, if the Contract Attorney registers its account with Stripe as a U.S. account, the Deposit can only be held for up to 2 years after the Hiring Attorney accepts the service contract, and after 2 years, if the Deposit has not been approved and released by the Hiring Attorney or pursuant to Section 14(a) (the 24 Hour Review Period), the Deposit (minus any fees, including the Admin Fee and HeroCounsel Fee) will be automatically released to the Contract Attorney.
j. Refunds and Chargebacks. In the event there is a refund provided to the Hiring Attorney, the Admin Fee and HeroCounsel Fee for that particular Job or Task will be deducted from the refund amount to the Hiring Attorney. Additionally, the Hiring Attorney will be responsible for any additional payment processing charges and fees incurred as a result of the any refund to the Hiring Attorney. Hiring Attorney also acknowledges and agrees that the Terms of Use provide a dispute resolution process as a way for Hiring Attorney to resolve disputes. To the extent permitted by applicable law, Hiring Attorney therefore agrees not to ask its credit card company, bank, or other payment method provider to charge back any Service Fee, Admin Fee or other fees charged pursuant to the Terms of Use for any reason. If Hiring Attorney initiates a chargeback in violation of this Agreement, Hiring Attorney agrees that HeroCounsel may dispute or appeal the chargeback and institute a collection action against Hiring Attorney and take such other action it deems appropriate, and Hiring Attorney shall be responsible for any such collection costs and fees (including but not limited to reasonable attorney’s fees) and interest on the disputed amount which shall bear interest at the rate of 15% per annum from the earlier of the date of when the Hiring Attorney first accepted the service contract with the Contract Attorney or the date the Hiring Attorney first initiated the chargeback. In the event a refund is requested, Contract Attorney agrees to cooperate with HeroCounsel, including providing HeroCounsel any reasonable information requested and, if HeroCounsel approves the refund request, immediately returning any funds that have already been released to Contract Attorney and that are the subject of the refund.
k. You acknowledge that we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you.
l. Hiring Attorney must not pay, suggest to pay or agree to pay any sums to the Contract Attorney outside of the Website. Contract Attorney must not request any sums from the Hiring Attorney directly (i.e. outside of the Website) or suggest that the Hiring Attorney pays any sums to Contract Attorney outside of the Website.
m. If Hiring Attorney does not authorize payment of the Service Fee by the due date then Contract Attorney shall be entitled to cease further provision of the services for that Hiring Attorney.
n. All payments made by Hiring Attorney shall be in U.S. dollars.
o. We reserve the right to change the calculation of the HeroCounsel Fee or Admin Fee due at our sole discretion and with notice to you.
p. Contract Attorney is responsible to account to the relevant authorities for all fees received under these Terms of Use and all tax and insurance due (if any).
5. User-Generated Content. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.
a. Responsibility for User-Generated Content. You may create content (including reviews of other Users), written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content. If you create a review for another User, you warrant and represent that your review shall: (a) be fair, genuine and honest, and properly represent your experience; (b) not contain any content that is threatening, offensive, spiteful, obscene or defamatory or otherwise unlawful; and (c) not be construed as an advertisement for your or any third party’s products, services or business. You grant to us a license to edit and use your review on the Website within marketing and publicity materials for our business and to improve the functioning of the Service and monitor the activities of Service visitors. A review is not an endorsement or recommendation by us of that User, and you rely on the content of a review at your sole discretion.
b. Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.
c. HeroCounsel May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User-Generated Content is appropriate and complies with these Terms of Use, or refuse or remove any User-Generated Content that, in our reasonable opinion, violates any HeroCounsel policy or is in any way harmful, inappropriate, or objectionable. HeroCounsel further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.
d. Ownership of User-Generated Content. Except for Content that originates from HeroCounsel, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post. You may control access to your User-Generated Content through settings in your user account.
e. License Grant. Solely to allow HeroCounsel to use Content you upload to the Service reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Website, you expressly grant HeroCounsel and our successors a worldwide, sublicensable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with HeroCounsel’s business purpose. This license does not grant HeroCounsel the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.
6. Contract Attorneys. Contract Attorneys are independent legal professionals who offer to perform contract and consulting services for Hiring Attorneys. They are not employees of HeroCounsel.
a. No Attorney-Client Relationship through Website Use. Use of the HeroCounsel Website may not form an attorney-client relationship with Contract Attorneys. Information posted or made available on or through the Website, including, without limitation, any responses to legal questions posted on the Website; information posted publicly on the Website; or information sent in an unsolicited message to a User is not intended as legal advice, is not confidential, and does not create an attorney-client relationship. It is considered User-Generated Content.
b. Attorney-Client Relationship through Service Use. An attorney-client relationship may be formed through the use of the Service between Users and Contract Attorneys only. Hiring Attorneys may post Jobs through the Service. Contract Attorneys may submit Proposals and negotiate details of these Jobs prior to acceptance. Upon acceptance, the scope of a Contract Attorney’s representation is strictly limited to the matter agreed upon in the Proposal unless Hiring Attorney and Contract Attorney subsequently formalize their arrangement via a signed engagement letter or other written agreement, in which case the most recent written agreement would take precedence over a previously accepted proposal. A Proposal is not a substitute for an in-person or telephone consultation with an attorney licensed to practice in your jurisdiction about your specific legal issue, and you should not rely upon information contained in a Proposal as legal advice. HeroCounsel takes every reasonable effort to ensure the privacy of Proposals and other personal messages on our Service, but it cannot guarantee confidentiality. Communications requiring confidentiality should take place outside the HeroCounsel Service, such as via telephone.
c. User Responsibilities. Contract Attorneys are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including without limitation User-Generated Content, and any communications they may have with prospective clients through the Website or the Service, fully comply with all applicable laws and 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.
d. Taxes and Benefits. Contract Attorneys acknowledge and agree that Contract Attorneys are solely responsible (a) for all tax liability associated with payments received from Hiring Attorneys and through HeroCounsel, and that HeroCounsel will not withhold any taxes from payments to Contract Attorneys; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Contract Attorneys are not covered by or eligible for any insurance from HeroCounsel; (c) for determining whether Contract Attorneys are required by applicable law to issue any particular invoices for the Service Fee and for issuing any invoices so required; (d) for determining whether Contract Attorneys are required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Service Fee and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) for determining if HeroCounsel is required by applicable law to withhold any amount of the Service Fee and for notifying HeroCounsel of any such requirement and indemnifying HeroCounsel for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of HeroCounsel, Contract Attorney agrees to promptly cooperate with HeroCounsel and provide copies of Contract Attorney’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Contract Attorney is engaging in an independent business as represented to HeroCounsel.
e. Payment of Contract Attorneys.
i. HeroCounsel Is Not A Party To Contracts. Hiring Attorneys may contract with Contract Attorneys through posting and acceptance of Jobs. Such contracts are solely between the Hiring Attorney and the Contract Attorney. HeroCounsel will not be a party to any contracts for Jobs submitted through our Service, unless posted by an HeroCounsel officer. HeroCounsel facilitates these contracts by supplying a platform for communication management and payment tools.
ii. All Legal Fees Are Paid To Contract Attorneys. HeroCounsel does not provide legal services and does not charge for legal services. Payments made to Contract Attorneys via HeroCounsel’s billing platform are transferred directly to the Contract Attorney’s payment account, less any associated service, platform and processing fees.
iii. Contract Attorneys Shall Receive Payment Through The Service For All User Transactions. As a Contract Attorney of HeroCounsel, you agree to process all retainers, invoices, all amounts billed to any Hiring Attorney at all times (“Payments”) on the HeroCounsel platform. You agree to process such Payments through the HeroCounsel platform even if the Hiring Attorneys request that you perform a different assignment or matter from the job request posted via HeroCounsel. If a Hiring Attorney is either unwilling or unable to make payment via HeroCounsel, Contract Attorney agrees to notify HeroCounsel of any new payment arrangement. Payment by a Hiring Attorney to Contract Attorney, made outside of the service without prior notification to HeroCounsel, constitutes a full waiver by both parties of any HeroCounsel payment guarantees or dispute protections as discussed in Sections 14 and 15 below, even as they may relate to prior payments made within the service.
f. Promotional Codes and Credits. HeroCounsel may, in its sole discretion, create promotional codes that may be redeemed for account credit, or other features or benefits related to a Contract Attorney’s services, subject to the following terms and any additional terms that HeroCounsel establishes on a per promotional code basis (“Promo Codes”). Certain specific terms govern Contract Attorneys and payment.
i. Use of Promo Codes Does Not Imply an Attorney-Client Relationship. From time to time, Hiring Attorneys may have access to discounts supplied by HeroCounsel which, in part, use HeroCounsel’s funds to pay for a portion of the legal fees paid by Hiring Attorneys to Contract Attorneys. The use of such coupons does not imply any attorney-client relationship between HeroCounsel and the Contract Attorneys where a coupon is used for any paid billings from a Hiring Attorney.
ii. Promo Codes must be used by their intended audience, for their intended purpose, and in a lawful manner.
iii. 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 HeroCounsel. Promo Codes have no cash value and may expire or be disabled by HeroCounsel at any time, for any reason, prior to your use. HeroCounsel 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 HeroCounsel determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms.
7. Contingent Hiring
a. In the event that Hiring Attorney employs any Contract Attorney as a full-time employee, Hiring Attorney will pay HeroCounsel a fee equal to the Contract Attorney’s first year salary under the Hiring Attorney’s employment multiplied by the “Hiring Fee Percentage.”
b. The Hiring Fee Percentage shall be equal to a) 25% if the Contract Attorney becomes a full-time employee within 12 months of the Effective Date, OR b) 10% if the Contract Attorney becomes a full-time employee 12 months after the Effective Date.
8. Disintermediation Policy and Fees.
a. The parties acknowledge that HeroCounsel uses substantial labor and effort to connect Hiring Attorney with HeroCounsel’s Contract Attorneys. Except as provided in section 7.a and 7.b, above, Hiring Attorney represents and warrants that it will not circumvent or attempt to circumvent HeroCounsel or this Agreement, or in any way procure legal services from a Contract Attorney outside of the HeroCounsel platform, without HeroCounsel’s prior written consent. Should Hiring Attorney breach its warranty in this section, Hiring Attorney shall pay HeroCounsel a one-time fee equal to the greater of: 1) twenty five percent (25%) of Contract Attorney’s estimated annual compensation from Hiring Attorney; or 2) $15,000. Upon payment of the aforementioned fees described in this Section, HeroCounsel shall provide written consent for the Contract Attorney to provide legal services to Hiring Attorney off of the HeroCounsel platform. This section shall not apply to a Hiring Attorney who has a demonstrable history of obtaining legal services from Contract Attorney, prior to the date the Contract Attorney created an account with HeroCounsel.
b. At HeroCounsel’s discretion, any Contract Attorneys engaging Hiring Attorneys such as to cause a violation of 8.a. above may have substantial restrictions placed on their account, which may meaningfully limit their usage of HeroCounsel.
9. Third Party Content. There may be content from third parties on HeroCounsel’s Website, such as blog posts written by other users or links to other websites. Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.
a. Access To Third Party Content. By using the Service, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Service is consent for HeroCounsel to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.
b. No Responsibility For Third Party Content. As part of the Service, HeroCounsel 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 you. 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 HeroCounsel. We are not responsible for any Third Party Content accessed through our Website. If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.
c. No Authorization To Use Third Party 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 by HeroCounsel’s terms and conditions.
10. Copyright Infringement and DMCA Policy. If you believe that material located on or linked to by HeroCounsel violates your copyright, please notify HeroCounsel in accordance with our Digital Millennium Copyright Act Policy.
a. Termination of Repeat Infringer Accounts. HeroCounsel respects the intellectual property rights of others and requests that our Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a User’s access to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of HeroCounsel or others. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
b. DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending a properly formatted take-down notice in writing to HeroCounsel’s designated copyright agent at Copyright Manager, HeroCounsel, LLC, 19 West Flagler Street, Suite 516, Miami, FL 33130.
c. Response To DMCA Take-Down Notices. If HeroCounsel takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to HeroCounsel. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as ChillingEffects.org.
d. Counter-Notices. If you believe that your User-Generated Content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content you submitted to the Website, you may send a properly formatted counter-notice to HeroCounsel’s copyright agent using the contact information set forth above.
e. Response to DMCA Counter-Notices. If a counter-notice is received by HeroCounsel’s copyright agent, HeroCounsel may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
11. Intellectual Property Notice. HeroCounsel retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.
a. No Transfer. HeroCounsel retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any HeroCounsel 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.
b. Specifically, HeroCounsel, HeroCounsel.com, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of HeroCounsel, LLC. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from HeroCounsel, except as an integral part of any authorized copy of the Content.
12. Email Communications. We use email and electronic means to stay in touch with our users.
a. Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from HeroCounsel in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that HeroCounsel provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.
b. Legal Notice To HeroCounsel Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to HeroCounsel or any of our officers, employees, agents or representatives in any situation where notice to HeroCounsel is required by contract or any law or regulation.
13. Termination. As further defined herein, you may cancel this Agreement and close your account at any time. Termination of the HeroCounsel Service does not terminate attorney-client relationships or obligations.
a. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using HeroCounsel. If you wish to delete your User account data, please contact HeroCounsel at info@herocounsel.com. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within 30 days and subject to the foregoing.
b. HeroCounsel May Terminate This Agreement. HeroCounsel may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
c. Relationships Between Hiring Attorney And Contract Attorney Survive Termination. Termination of your relationship with HeroCounsel does not affect your relationship with any consultant or client you have retained through the HeroCounsel Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the HeroCounsel relationship.
d. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
14. Payment and Transactions.
a. Payment Process. As further defined herein, payment will be processed as specified in the proposal and/or invoice and agreed upon by the Hiring Attorney and the Contract Attorney. If the Hiring Attorney receives a Proposal for a Job posted on the Website, in order to accept the Proposal and for the Contract Attorney to begin working on the Job, the Hiring Attorney must accept the Proposal, add individual Task(s) for the Contract Attorney on the job page for that specific Job, click “Start Contract” and then pay the Deposit for each Task before the Contract Attorney can begin working on that specific Task. If the Hiring Attorney does not pay the Deposit for a specific Task, the Contract Attorney will not work on such Task unless and until the Deposit for that specific Task has been paid by the Hiring Attorney. If the Hiring Attorney adds additional Task(s) to a Job, the Hiring must also pay the Deposit for each additional Task before the Contract Attorney can begin working on that additional Task. If the Hiring Attorney does not pay the Deposit for an additional Task, the Contract Attorney will not work on such additional Task unless and until the Deposit for that additional Task has been paid by the Hiring Attorney. Hiring Attorney agrees to fill in all required information for each Task, including selecting “Hourly Task” under the “Task Type” menu and filling in the correct “Value” for a Task. Once the Deposit is paid by the Hiring Attorney, the Admin Fees (charged to both the Hiring Attorney and Contract Attorney) and HeroCounsel Fee (charged to the Contract Attorney) will be collected and deducted from the Deposit, and the remaining amount will be transferred to the Contract Attorney’s connected Stripe account (“Net Deposit”). Subject to the 24 Hour Review Period (described below) and Section 4(i) of this Agreement (the section describing the Automatic Release of Funds), the Net Deposit will not be released and paid out to the Contract Attorney’s bank account until the Hiring Attorney has reviewed and approved the Task for release of the Net Deposit to the Contract Attorney. After the Net Deposit is released to the Contract Attorney, a refund is not possible and will not be requested or initiated.
Contract Attorney agrees that once Contract Attorney has completed a Task under a Job, Contract Attorney shall promptly mark the task as complete on the Website. Hiring Attorney agrees that within 24 hours after the Contract Attorney has marked a specific Task as complete on the Website, the Hiring Attorney will review and approve the Task for release of the Net Deposit to the Contract Attorney, request reasonable changes, or submit a dispute to HeroCounsel as detailed in Section 14. If the Hiring Attorney has taken no action after 24 hours, HeroCounsel will have the right to approve the Task and release the Net Deposit to the Contract Attorney (“24 Hour Review Period”). The Hiring Attorney may submit disputes over payment to info@HeroCounsel.com provided that he or she adheres to the other conditions set forth in Section 14 (Hiring Attorney-Contract Attorney Dispute Resolution Procedures). After the Net Deposit is released to the Contract Attorney, a refund is not possible and will not be requested or initiated.
b. Responsibility for Payment. You are responsible for all fees, including taxes, service, and processing fees, associated with your use of the Service. By using the Service, you agree to pay the Contract Attorney through HeroCounsel the amount agreed on in the Proposal or undisputed invoice, and the associated service and processing fees, unless you dispute the invoice by sending an email to info@HeroCounsel.com and adhere to the other conditions set forth in Section 14 and Section 15 (Hiring Attorney-Contract Attorney Dispute Resolution Procedures). You are responsible for providing us with a valid means of payment.
c. Payment Authorization. By agreeing to these terms, you are giving HeroCounsel permission to charge your on-file credit card, bank account, or other approved methods of payment for fees that you authorize HeroCounsel to bill. Depending on the Services, HeroCounsel may charge you on a one-time or recurring basis. You authorize HeroCounsel to charge you the full amount owed to any Contract Attorney via the Service, as well as any applicable service and processing fees. For the avoidance of doubt, in the event that in a particular instance a Contract Attorney only uses the Services to invoice you for legal services other than those which are the subject of a Proposal, by placing your credit card or bank account on file with HeroCounsel or our third party payment processor, you acknowledge and agree that the payment terms set forth in this Section 14 shall apply.
15. Hiring Attorney-Contract Attorney Dispute Resolution Procedures. In the event that a Hiring Attorney has a good faith belief that the nature or quality of the legal services rendered by a Contract Attorney in connection with the relevant Job are not consistent with industry standards or the provisions of the related Proposal or these Terms of Use, or the amounts invoiced for the legal services provided by such Contract Attorney are not consistent with such Proposal (such matter, a “Services-Related Disputed Matter”), he or she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (the “Withheld Payment Amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):
a. Within 24 hours after the Contract Attorney has marked a specific Task as complete on the Website (such period, the “Hiring Attorney Dispute Notice Period”), the Hiring Attorney shall provide written notice to HeroCounsel setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter (each, a “Services-Related Dispute Notice”). The Hiring Attorney’s failure to submit a Services-Related Dispute Notice within the Hiring Attorney Dispute Notice Period shall constitute such Hiring Attorney’s permanent waiver of his or her right to dispute the Withheld Payment Amounts, which amounts will be charged to the Hiring Attorney’s on-file credit card, bank account, or other approved methods of payment in accordance with Section 14(c) of these Terms of Use, or, if the Deposit has already been paid by the Hiring Attorney, HeroCounsel will have the right to approve the Task and release the Net Deposit to the Contract Attorney (the Admin Fee and HeroCounsel Fee which is charged and collected when the Deposit is paid are not refundable).
b. In the event that the Hiring Attorney does submit a Services-Related Dispute Notice within the Hiring Attorney Dispute Notice Period, and such request contains the information set forth in clause 15.a. above, HeroCounsel will attempt in good faith to work with the Hiring Attorney and Contract Attorney for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice (such period, the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter. In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Hiring Attorney, Contract Attorney and, if relevant, HeroCounsel will take the agreed upon steps to execute the agreed-upon resolution.
c. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, HeroCounsel shall make a determination in its sole and absolute discretion (the “HeroCounsel Services-Related Disputed Matter Decision”), and based upon the information theretofore provided by the Hiring Attorney and Contract Attorney, as to whether the nature and quality of the legal services rendered in connection with the Job which is the subject of the Services-Related Disputed Matter were consistent with industry standards, the provisions of the related Proposal and these Terms of Use. Should HeroCounsel decide the Services-Related Disputed Matter in favor of the Contract Attorney, the Hiring Attorney shall be obligated to make payment of the Withheld Payment Amounts to such Contract Attorney within the seven (7) calendar day period after the date on which such Hiring Attorney is notified in writing of the HeroCounsel Services-Related Disputed Matter Decision (the “HeroCounsel Services-Related Disputed Matter Decision Notice”), or, if the Hiring Attorney already paid the Deposit, the Hiring Attorney shall be obligated to approve the Task and release the Net Deposit to the Contract Attorney within the seven (7) calendar day period after the date on which such Hiring Attorney is notified in writing of the HeroCounsel Services-Related Disputed Matter Decision. In the event that the Hiring Attorney fails to make timely payment: (1) if the Hiring Attorney already paid the Deposit, HeroCounsel will have the right to approve the Task and release the Net Deposit to the Contract Attorney; or (2) if the Hiring Attorney has not paid the Deposit, HeroCounsel will remit the Withheld Payment Amounts (minus any Admin Fees and the HeroCounsel Fee which will be collected and paid to HeroCounsel) to the Contract Attorney who will assign his or her rights to reimbursement for such amounts to HeroCounsel which may, in its sole discretion, process payment pursuant to Section 14(c) and/or elect to pursue its rights and remedies against the Hiring Attorney.
d. Should HeroCounsel decide the Services-Related Disputed Matter in favor of the Hiring Attorney, the Hiring Attorney shall no longer be obligated to make payment of the Withheld Payment Amounts to the Contract Attorney and shall be deemed to have assigned all of his or her rights with respect to the Services-Related Disputed Matter to HeroCounsel. In such event, (i) the Contract Attorney shall be deemed to have waived his or her rights to seek such amounts from the Hiring Attorney, (ii) if the Hiring Attorney already paid a Deposit, HeroCounsel shall transfer or refund the Net Deposit back to the Hiring Attorney (the Admin Fee and HeroCounsel Fee which is charged and collected when the Deposit is paid are not refundable); and (iii) the Contract Attorney shall have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts (minus any Admin Fee and HeroCounsel Fee) against HeroCounsel pursuant to Section 21 of this Agreement by providing HeroCounsel with written notice of his or her exercise of such right within ten (10) calendar days after the date of the Services-Related Disputed Matter Decision Notice (such period, the “Services-Related Arbitration Election Time Period”). In the event that the Contract Attorney does not exercise his or her right to initiate arbitration proceedings during the Services-Related Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Withheld Payment Amounts.
e. In the event that the Contract Attorney and Hiring Attorney have both timely availed themselves of the rights set forth in Section 14 and Section 15, the procedures set forth in Section 15 shall take precedent over the proceedings set forth in Section 14 and the Contract Attorney agrees to permanently waive his or her right to pursue his or her rights set forth in Section 14 with respect to the facts and circumstances underlying the Payment-Related Disputed Matter. The procedures set forth in this Section 15 shall be referred to herein as the “Alternative Dispute Resolution Procedures”.
16. Disclaimer of Warranties. We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
a. HeroCounsel provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, HeroCounsel expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
b. We try to maintain and make the Service available at all times. However, there may be occasions when access may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. The HeroCounsel platform is powered by Whitelance, a trading name of Crowdskills Ltd. We shall try to schedule maintenance and upgrades outside of normal working hours. However, you agree that we have no liability to you for such interruptions.
c. Specifically, HeroCounsel makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service 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 Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
17. Limitation of Liability. We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.
a. To the extent permitted by applicable law, in no event will HeroCounsel be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with HeroCounsel or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not HeroCounsel has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. HeroCounsel will have no liability for any failure or delay due to matters beyond our reasonable control. The liability of HeroCounsel, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement will not exceed the lesser of: (a) $2,500; or any fees retained by HeroCounsel with respect to the service contracts on which the User was involved as a Hiring Attorney or Contract Attorney during the six-month period preceding the date of the claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions limit or do not permit all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
18. Third Party Beneficiaries. Contract Attorneys are intended third-party beneficiaries of this section of the Terms of Use. Any legal information provided on the Service is for informational purposes only. HeroCounsel and any creator of User-Generated Content containing legal information disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties' rights, and fitness for particular purpose, to the fullest extent permitted by law. In no event will HeroCounsel or a Contract Attorney be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Service or the User-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not HeroCounsel or contributors of User-Generated Content are advised of the possibility of such damages. Neither HeroCounsel nor contributors of User-Generated Content are liable for any personal injury, including death, caused by your use or misuse of the Service or User-Generated Content.
19. Release and Indemnification.
a. You agree to indemnify and hold harmless HeroCounsel from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.
b. If you have a dispute with one or more Users, you release HeroCounsel from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
20. Modification of Terms of Use. HeroCounsel may amend this Agreement from time to time, and in HeroCounsel’s sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page. Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
21. Dispute Resolution and Arbitration Agreement
a. HeroCounsel is committed to participating in a consumer-friendly dispute resolution process. This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against HeroCounsel in the United States (to the extent not in conflict with Section 21).
b. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and HeroCounsel each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact HeroCounsel’s customer service team by emailing us at info@herocounsel.com. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at https://adr.org/) provided to the other party, as specified in the AAA Rules.
c. Agreement to Arbitrate. You and HeroCounsel mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the HeroCounsel Service (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and HeroCounsel agree that the arbitrator will decide that issue.
d. Exceptions to Arbitration Agreement. You and HeroCounsel each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
e. Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, HeroCounsel agrees that any required arbitration hearing may be conducted, at your option, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
f. Modification of AAA Rules - Attorney’s Fees and Costs. You and HeroCounsel each agree that either party may be entitled to seek an award of attorney fees and expenses if they prevail in arbitration, to the extent provided under applicable law and the AAA rules.
g. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
h. Jury Trial Waiver. You and HeroCounsel acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
i. No Class Actions or Representative Proceedings. You and HeroCounsel acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and HeroCounsel both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
j. Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
k. Changes. Notwithstanding the provisions (“Modification of these Terms”), if HeroCounsel changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within three (3) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of HeroCounsel’s notice to you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and HeroCounsel in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
22. Miscellaneous. This Agreement is controlled by Florida law. The laws of the State of Florida shall govern the construction, interpretation and enforcement of this Agreement. You, and you alone, are responsible for any obligations you agree to under this contract. If we are involved in a merger or we are bought, we may transfer this Agreement, as long as your rights are protected. You may only agree to these terms if you are able to form a binding contract in your state. These terms, including our Privacy Policy, are the complete agreement between us, and no other terms apply.
a. Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and HeroCounsel and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of Florida, without regard to conflict of law provisions. You and HeroCounsel agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Miami, Florida, except as provided below in this Agreement.
b. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of HeroCounsel to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
c. Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with HeroCounsel must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
d. Non-Assignability. HeroCounsel may assign or delegate these Terms of Use and/or the Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without HeroCounsel’s prior written consent, and any unauthorized assignment and delegation by you is void.
e. Section Headings and Summaries Non-Binding. Throughout this Agreement, some sections include titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
f. Complete Agreement. These Terms of Use, together with the Privacy Policy, represent the complete and exclusive statement of the agreement between you and HeroCounsel. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and HeroCounsel relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized HeroCounsel executive, or by the posting by HeroCounsel of a revised version.
g. Authorization to Contract. You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.
h. Throughout this Agreement, words in the singular include the plural and, in the plural, include the singular.
23. Registration for Hiring Attorneys
a. To pay for any services, Hiring Attorney will be prompted to add a credit card or other payment method. This data will be saved by Stripe. Hiring Attorney will also be able to see partially hidden data regarding Hiring Attorney’s payment methods on Hiring Attorney’s Settings page.
b. Following registration, you agree that we shall be entitled to reproduce and use the Hiring Attorney’s name and associated logos within marketing and publicity for our business.
24. Posting Jobs as a Hiring Attorney
a. All of your Jobs should include sufficient information for the Contract Attorney to review and decide whether or not they are interested and to prepare a Proposal. We suggest including the following information in your Jobs
i. a clear description of the services required. The Job should accurately describe the role and not mislead the Contract Attorney. Sufficient detail should be included in order for the Contract Attorney to understand the nature of the services and the basic requirements of the services;
ii. any assumptions or likely difficulties associated with the services;
iii. the experience training, qualifications and authorization which the Hiring Attorney considers necessary or which are required by law or any professional body for the Contract Attorney to possess in order to carry out the services;
iv. the date for the start of the services and the duration together with any timetable and tasks to be achieved under the services if known; and
v. the Service Fee due to the Contract Attorney.
b. Your Jobs and communications with Contract Attorneys must be written and posted in a fair, honest and professional in the context of the potential relationship.
c. We may at our sole discretion: (a) require you to amend any content you have posted on the Website; or (b) remove any content you have posted on the Website at any time and without notice to you if we reasonably believe that such content breaches any part of the Terms of Use.
d. We shall host the Job in accordance with the Terms of Use until you remove it, or until we reasonably believe the Job is no longer active.
25. Additional Rules Regarding the Hiring Attorney’s relationship with Contract Attorneys
a. Within your account you will be able to see the Contract Attorneys’ profiles, message them, and invite them to make a Proposal. If a Contract Attorney sends you a Proposal, you can then discuss the services and the Job on the Website to try to reach an agreement. You agree that unless you reach such an agreement for the provision of services with a Contract Attorney, you shall keep the details of the Contract Attorney’s Proposal confidential and not use it for any purpose whatsoever and shall not contact them outside of the Website to circumvent the Website.
b. You shall treat all personal data and other information relating to a Contract Attorney as confidential including but not limited to:
i. keep secure the Contract Attorney’s personal data, and not share it with any third party, or use it for any purpose except in relation to a Job under the terms of the service contract unless the Contract Attorney agrees to any other use;
ii. take appropriate security measures (including physical, electronic and procedural measures) to help safeguard the Contract Attorney’s personal data from unauthorized access, loss and disclosure;
iii. ensure that individuals processing the Contract Attorney’s personal data are subject to a duty of confidence in relation to the Contract Attorney’s personal data;
iv. assist us to respond to a data subject access request;
v. assist us to allow Contract Attorneys to exercise their rights under applicable data protection legislation and to meet our legal obligations in relation to the security of processing, the notification of breaches of personal data and data protection impact assessments; and
vi. at our request, submit to audits and inspections by us to ensure that you are complying with your obligations under this section and notify us if you are requested to take any action in breach of any data protection legislation relating to a Contract Attorney’s personal data.
c. If you agree to purchase the services proposed by the Contract Attorney, by clicking the ‘Start Contract’ button on the Job page, this will form a service contract between you and the Contract Attorney. The service contract comprises the following:
i. the scope of Services set out in the text of the Proposal and Tasks, which may also refer to the description of the Job and any messages between the Hiring Attorney and the Contract Attorney;
ii. unless expressly stated, all IP rights (if any) in the work created by the Contract Attorney will transfer to the Hiring Attorney on full payment by the Hiring Attorney of the relevant Service Fee;
iii. the Contract Attorney shall provide the Services with reasonable skill and care, and in accordance with all applicable laws and regulations; and
iv. both Hiring Attorney and Contract Attorney shall abide by all the terms in this Terms of Use.
d. Hiring Attorneys may wish to put in place a formal written service contract with a Contract Attorney, but any service contract must not be inconsistent with the Terms of Use, including but not limited to the payment provisions.
26. Circumvention by Hiring Attorney
a. You agree that all fees for legal services provided by a Contract Attorney to you at any time shall be paid through the Website. For example, if following completion of a Job, you wish to re-engage the Contract Attorney, you shall do so only through the Website.
b. In order to ensure that you have complied with this Section, we shall on reasonable notice to you be entitled to audit all payment records relating to a Contract Attorney that has been introduced to you through the Website to ensure full and accurate disclosure and payment of all fees due. If following the audit, there is found to be a breach of this section, then you shall promptly pay to us all sums that we would have retained in respect to any legal services provided by the Contract Attorney to you and fee paid to the Contract Attorney, together with the costs of the audit and enforcement of this section.
27. Registration for Contract Attorneys
a. Contract Attorney agrees and acknowledges that all the details that Contract Attorney’s provides on registration and in Contract Attorney’s profile on the Website must be true, accurate and complete. Contract Attorney agrees to update its account to reflect any changes to those details, or to notify us accordingly and we can make the changes. At our request, Contract Attorney shall provide evidence of its compliance with this section. Contract Attorney also agrees to provide any further information we may require from Contract Attorney from time to time, including information relating to Contract Attorney’s identity. We may also check the information Contract Attorney provides, by accessing social media accounts or otherwise.
b. To pay for any services, Hiring Attorney will be prompted to add a credit card or other payment method. This data will be saved by Stripe. Hiring Attorney will also be able to see partially hidden data regarding Hiring Attorney’s payment methods on Hiring Attorney’s Settings page.
c. As part of the Contract Attorney’s registration process, Contract Attorney must register an account with our payment provider, Stripe, to make and receive payments and Contract Attorney agrees that Stripe has the right not to accept Contract Attorney as a Stripe customer. We are not responsibility for this process or any other act or omission of Stripe. We must also approve your Contract Attorney account before it is fully activated and you are able to see and apply for any Jobs. As part of this process, we may interview Contract Attorney or request additional information from you. Contract Attorney agrees to promptly participate in such interview and provide such information as we may request. Contract Attorney agrees that we have the right to not a approve Contract Attorney’s account for any reason or no reason at all, and Contract Attorney agrees we shall have no liability arising out of our decision to approve or deny Contract Attorney’s account.
28. Contract Attorney Profile and Proposals.
a. When Contract Attorney uploads a profile on the Website, you agree that the Contract Attorney profile will include as a minimum all of the information that you are prompted to submit including details about your rate. Contract Attorney warrants and represent that all content included in your Contract Attorney profile shall be accurate and up-to-date and shall accurately describe your qualifications and experience.
b. Contract Attorney agrees that it may also submit Proposals on the Website which should include clear information about the Job each Task. You agree that the content in your Contract Attorney profile and your Proposals shall not:
i. breach the provisions of any law, statute or regulation;
ii. infringe the copyright, database rights, trademark rights or other intellectual property rights of any third party;
iii. be made in breach of any legal duty owed to any third party, such as a contractual duty or a duty of confidence;
iv. be deliberately or knowingly false, inaccurate or misleading;
v. include any content which promotes fraudulent or illegal activities; promotes violence or hatred; is discriminatory of any group of people; is offensive, hateful or inflammatory;
vi. include any content or links to third party advertising; or
vii. give rise to any cause of action against us.
c. We do not routinely monitor or review any content within a Contract Attorney profile or a Proposal. However, we may remove any content at any time and without notice to you if we reasonably believe that such content infringes any of the provisions of this section.
d. If you no longer wish for your Contract Attorney profile to be available on the WebSite, please let us know or remove it from your account. Do please note that Hiring Attorneys who have already accessed your Contract Attorney profile will not know that you are no longer interested in receiving information about job opportunities so you will need to inform them of this and if they contact you. You may not delete your user account if you have not completed an agreed service contract on the Website.
e. You should remove your Contract Attorney profile from the Website if you are no longer seeking the opportunity to provide services.
f. Your communications with Hiring Attorneys must be written and posted in a fair, honest and professional manner in the context of the relationship. You agree that the Hiring Attorney shall rely on the information in your Contract Attorney profile and your Proposal in order to determine whether or not to engage you and accordingly, you shall immediately notify the Hiring Attorney if the information in your Contract Attorney profile and/or your Proposal changes before you enter into a service contract.
29. Contract Attorney Relationship with Hiring Attorneys
a. You agree that your Contract Attorney Profile is available to all Hiring Attorneys. A Hiring Attorney may message you and/or invite you to submit a Proposal for a Job and if you do so, then you and the Hiring Attorney can message each other through the Website to discuss the services and the Job to try to reach an agreement.
b. We ask that the Hiring Attorney complies with applicable data protection legislation with respect to your personal data, however, we cannot promise that they will do so. If you have any concerns about how a Hiring Attorney is using your personal data, please contact the Hiring Attorney.
c. By sending a Proposal to a Job, you are inviting the Hiring Attorney to contract with you. If the Hiring Attorney accepts your Proposal, this will form a legally binding service contract. The service contract comprises the following:
i. the scope of Services set out in the text of the Proposal and Tasks, which may also refer to the description of the Job and any messages between the Hiring Attorney and the Contract Attorney;
ii. unless expressly stated, all IP rights in the work created by the Contract Attorney will transfer to the Hiring Attorney on full payment by the Hiring Attorney of the relevant Service Fee;
iii. the Contract Attorney shall provide the Services with reasonable skill and care, and in accordance with all applicable laws and regulations; and
iv. both Hiring Attorney and Contract Attorney shall abide by all the terms in this Terms of Use.
d. Hiring Attorneys may wish to put in place a formal written service contract with a Contract Attorney, but any service contract must not be inconsistent with the Terms of Use, including but not limited to the payment provisions.
30. Circumvention by Contract Attorney
a. You agree that all fees for legal services provided by a Contract Attorney to a Hiring Attorney at any time shall be paid through the Website. For example, if following completion of a Job, you wish to provide further services the Hiring Attorney, you shall do so only through the Website.
b. In order to ensure that you have complied with this Section, we shall on reasonable notice to you be entitled to audit all payment records relating to a Hiring Attorney that has been introduced to you through the Website to ensure full and accurate disclosure and payment of all fees due. If following the audit, there is found to be a breach of this section, then you shall promptly pay to us all sums that we would have retained in respect to any legal services provided by the Contract Attorney and fee paid to the Contract Attorney, together with the costs of the audit and enforcement of this section.
You acknowledge that you have read these Terms of Use, understand the Terms of Use, and will be bound by these terms and conditions.