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1. Definitions.

• a. “PureCounsel,” “We,” “Our,” and “Us” refer to PureCounsel LLC, as well as our subsidiaries, affiliates, agents, contractors, interns, suppliers, service providers, licensors, officers, directors, and employees. Legal Professionals are neither employees nor agents of PureCounsel, have no authority -- actual, implied, apparent, or otherwise -- to bind PureCounsel, and are expressly excluded from the foregoing definition.
• b. The term “Website” collectively refers to www.purecounsel.com, the website’s subpages, tools, Content and the Services.
• c. The term “Service” collectively refers to any and all services provided by PureCounsel, including but not limited to access to and use of PureCounsel’s digital marketplace on the Website that connects Users with Our curated network of Legal Professionals to obtain proposals (a “Bid”) for a defined scope of legal services (a “Project”) on a flat-fee basis.
• d. “User,” “You” and “Your” refer to any person or entity that visits the Website and/or uses the Service (whether directly or indirectly).
• e. “Legal Professionals” refer to registered attorneys who have been approved by Us to use the Service and are eligible to render the requested legal services to Users on the agreed upon terms of the accepted Bid.
• f.  “Content” refers to any information uploaded, posted, generated and/or displayed on the Website including, but not limited to, documents, data, images, videos and reviews.
• g. The term “Agreement” refers to all the terms, conditions, and notices contained or referenced in these Terms of Service and the PureCounsel Privacy Policy.

2. About PureCounsel.

• a. We are not a law firm or an attorney referral service, nor can we practice law or directly provide You with any legal advice. We provide a marketplace for legal services that serves as a platform to connect Users in need of legal services with a curated network of approved Legal Professionals who are interested in growing their practice and being freed from the billable hour. By using the Website or the Services, you acknowledge and agree that under no circumstances is any attorney-client relationship formed at any time between You and PureCounsel.
• b. Although We take measures to protect Your privacy by anonymizing the identity of the User who posts each Project, We urge You to not use any proper nouns or other readily identifiable personal information in your Project description or in your communications on the Website. Communications made on or through the Website are not guaranteed to be confidential and should not be considered confidential. We reserve the right to monitor and review communications on the Website for any and all purposes including, but not limited to, quality control, compliance and dispute resolution.
• c. We use commercially reasonable efforts to verify the accuracy of the information provided by our Legal Professionals during the registration process; however, we do not make any guarantee or warranty as to any Legal Professional’s professional competency, quality of work, or the accuracy of the information contained in their PureCounsel profile, and expressly disclaim any and all warranties, whether express, implied or otherwise, regarding Your use of the Website including, without limitation, any warranty of fitness for a particular purpose.

3. Users.

• a. By using the Website, You represent and warrant that You are over the age of majority in your state or province of residence, have the legal authority to enter into this Agreement, agree to be bound by the terms and conditions set forth herein, and will comply with all local, state and federal laws, rules and regulations in your use of the Service.
• b. We reserve the right to terminate Your account and/or restrict Your use of the Service for any reason, at any time, within Our sole discretion.
• c. You may not use Our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including, but not limited to, copyright laws).
• d. In addition to other prohibitions as set forth in the Agreement, You are prohibited from using the site or its content: (1) for any unlawful purpose; (2) to solicit others to perform or participate in any unlawful acts; (3) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (4) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (5) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (6) to submit false or misleading information; (7) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet; (8) to collect or track the personal information of others; (9) to spam, phish, pharm, pretext, spider, crawl, or scrape; (10) for any obscene or immoral purpose; or (11) to interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet. We reserve the right to terminate Your use of the Services or any related website for violating any of the prohibited uses.
• e. You may cancel your account at any time, for any reason, and such cancelation shall not have any effect on the status of any existing attorney-client relationship(s) between You and any Legal Professional(s).
• f. You agree not transmit any worms or viruses or any code of a destructive nature.
• g. By using the Website You grant Us and Our successors a worldwide sublicenseable, fully-paid and royalty-free, irrevocable, and non-exclusive license to use Your Content for any purpose, in Our sole discretion.
• h. We reserve all rights that are not expressly granted to You under this Agreement.

4. Legal Professionals.

• a. By using the Website, each Legal Professional warrants and represents that: (1) they are licensed attorneys in good standing with one or more state bar associations; (2) they are authorized to provide legal services in the state(s) designated in their PureCounsel profile; (3) they are able to competently render the legal services for any Project they accept; and (4) all of the information contained in their PureCounsel profile is true and accurate.
• b. Legal Professionals are solely responsible for notifying Us in writing of: (1) any change(s) to their status as a licensed attorney in good standing; (2) any disciplinary actions against them by any state bar association and the disposition of same; and (3) any changes or modifications to their professional malpractice insurance coverage including, but not limited to, reduction in policy limits, gap in coverage, and/or termination of coverage. Such notice shall be provided to PureCounsel via e-mail to info@purecounsel.com within five (5) business days from the date the Legal Professional first becomes aware of the information.
• c. Legal Professionals are solely responsible for complying with any and all duties, legal requirements and ethical obligations in connection with their use of the Service, as well as payment of any and all taxes and fees associated with their use of the Website.
• d. Legal Professionals are solely responsible for performing conflict checks in accordance with their respective legal and ethical obligations after their Bid is accepted, and prior to entering into any attorney-client relationship with a User.
• e. Legal Professionals acknowledge and agree that in the event that their Bid on a Project is accepted, and conflicts are cleared, they are obligated to render the requested legal services -- the scope of which is defined by the User’s stated description of the Project and any clarifications, modifications and/or additions contained in communications with the respective User prior to acceptance of the Bid – on the agreed upon terms of the Project and accepted Bid.
• f. Legal Professionals may not condition the provision of legal services set forth in an accepted Bid on any material terms or conditions other than the execution of an engagement agreement that accurately reflects the agreed upon terms set forth in the Project and accepted Bid.
• g. Legal Professionals agree that by using the Service they agree to pay the applicable subscription fee then in effect, for either monthly or annual membership, and that the termination of their account for any reason should not entitle Legal Professional to any right to a refund or credit.

5. Payments.

• a. If You accept a Bid and conflicts are cleared, You agree, subject to the terms and conditions of this Agreement, to pay the Legal Professional the agreed upon flat-fee for Your Project in a timely manner after the Legal Professional’s completion of the scope of work defined in the Project, as supplemented, modified and/or clarified in Your communications on the Website prior to the acceptance of the Bid.
• b. Once a Legal Professional marks the Project as completed on their PureCounsel dashboard, You shall, within seven (7) days, confirm whether the Project has been completed in accordance with the agreed upon terms in the accepted Bid and the applicable standard of care for similarly situated legal professionals in their respective jurisdiction.
• c. If You confirm on your PureCounsel dashboard that the Project has been completed in accordance with the agreed upon terms in the accepted Bid and the applicable standard of care for similarly situated legal professionals in the applicable jurisdiction, the Legal Professional shall issue an invoice to You, and You are required to remit payment of the agreed upon flat-fee to the Legal Professional within thirty (30) days from the date of invoice. Payment of the flat-fee specified in the accepted Bid for a Project shall be paid by User to the Legal Professional outside of the Website by check, credit card or any other manner accepted by the Legal Professional.

6. Disputes.

• a. Any dispute between You and PureCounsel arising out of or relating to Your use of the Website and/or this Agreement (“PC Dispute”) shall be settled by binding arbitration in accordance with the American Arbitration Association’s Arbitration Rules. If there is any dispute as to the arbitrability of a PC Dispute or enforceability of this Agreement, You agree that the arbitrator will decide that issue. The prevailing party of any such PC Dispute shall be entitled to reimbursement of its reasonable fees and costs by the losing party.
• b. In the event that You contend that the legal services rendered by a Legal Professional were not completed in accordance with the agreed upon terms set forth in the Project, the accepted Bid and/or the applicable standard of care for similarly situated legal professionals in the applicable jurisdiction (“Service Dispute”), You must strictly comply with the terms and conditions set forth in Section 7 (“Service Dispute Resolution Procedure”).
• c. You acknowledge and agree that You are waiving: (1) the right to a trial by jury as to any and all PC Disputes and Services Disputes; and (2) the right to serve as a plaintiff or class member in any purported class action lawsuit or any other representative proceeding as to all PC Disputes and Service Disputes.

7. Service Dispute Resolution Procedure.

• a. Should you have any objection to the Legal Professional’s work on the Project, within seven (7) days from the date the Legal Professional confirms completion of the Project via the PureCounsel dashboard, You shall provide notice of any such objection by clicking the appropriate icon on the PureCounsel dashboard and sending the Legal Professional a detailed written description, via e-mail, to their designated e-mail address with the factual/legal basis, stated with reasonable specificity, of Your Service Dispute (“Objection Notice”). Any failure to timely send the written Objection Notice to the Legal Professional within the seven (7) day period shall be deemed irrevocably waived by You.
• b. The Legal Professional shall then have seven (7) days from the date of the Objection Notice to attempt to amicably resolve the Service Dispute with the You.
• c. In the event that the parties are unable to amicably resolve the Service Dispute within seven (7) days from the date of the Objection Notice, the parties agree to submit the Service Dispute to Us, and We will facilitate a binding arbitration in accordance with the American Arbitration Association’s Arbitration Rules.
• d. The prevailing party of an arbitration brought under this Section 7 shall be entitled to reimbursement from the losing party of its reasonable fees and costs arising from, or related to, such arbitration. Payment of the fee and cost award shall be made within thirty (30) days from the date of the arbitrator’s decision.
• e. If the Legal Professional prevails at arbitration, the User shall be obligated to remit payment of the disputed amount to such Legal Professional within seven (7) days from the date of the arbitrator’s final decision.

8. Disclaimer of Warranties; Limitation of Liability.

• a. We do not guarantee, represent or warrant that Your use of Our Service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable. You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to You. You expressly agree that Your use of, or inability to use, the Service is at Your sole risk. The Service and all products and Services delivered to You through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for Your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
• b. In no case shall PureCounsel be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from Your use of any of the Service or any products procured using the Service, or for any other claim related in any way to Your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

9. Idemnification.

• a. You agree to indemnify, defend and hold harmless PureCounsel LLC, and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of the Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third-party in connection with Your use of the Website.

10. Miscellaneous.

• a. This Agreement and any separate agreements whereby We provide You Services shall be governed by and construed in accordance with the laws of the State of Florida.
• b. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement shall be construed to reflect the parties’ original intent, and all other portions of the Agreement shall remain in full legal force and effect.
• c. The failure of Us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement and any policies or operating rules posted by Us on the Website or in respect to the Services, including but not limited to Our Privacy Policy, constitutes the entire agreement and understanding between You and Us and govern Your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and Us (including, but not limited to, any prior versions of the Agreement). Any ambiguities in the interpretation of the Agreement shall not be construed against the drafting party.
• d. You can review the most current version of the Agreement at any time at this page. We reserve the right, at Our sole discretion, to update, change or replace any part of the Agreement by posting updates and changes to the Website. It is Your responsibility to check our website periodically for changes. Your continued use of or access to Our Website or the Services following the posting of any changes to the Agreement constitutes acceptance of those changes.