1.3 LAWYER AND CONSUMER RELATIONSHIP

This Section of the User Agreement addresses relationships between the lawyer and consumer, including Legal Service Engagements.

1.3.1 Legal Service Engagements

A Legal Service Engagement is a contractual relationship between the lawyer and the consumer and should be evidenced by an engagement letter (“Engagement Letter”) prepared by the lawyer and signed by the consumer. The scope of any Legal Service Engagement, including the lawyer’s hourly rate or flat fee to perform a particular legal service, should be agreed to by the consumer and lawyer and described in the Engagement Letter.

You acknowledge, agree, and understand that LegalBreeze is not a party to any Legal Service Engagement, that the formation of a Legal Service Engagement between Users will not, under any circumstance, create an employment or other service relationship between LegalBreeze and any lawyer or any other relationship with any User other than that of an independent contractor relationship.

1.3.2 Confidential Information

Each lawyer is governed by a set of ethics rules, commonly referred to as a Code of Professional Conduct, which includes, among other things, a duty not to reveal information relating to the representation of a client unless the client gives informed consent, the disclosure is impliedly authorized in order to carry out the representation, or the disclosure is permitted in very narrow circumstances, including when the lawyer reasonably believes disclosure is necessary to prevent certain death or substantial bodily harm, to prevent a crime or fraud that may result in substantial injury to the financial interest or property of another and to comply with other law or court order.

1.4.1 Relationship Classification

Nothing in the Terms and Conditions is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, employer-employee relationship or any other relationship other than that of an independent contractor relationship between LegalBreeze and a User. Consumer is solely responsible for and has complete discretion with regard to selection of any lawyer for any legal service need.

1.4.2 No Formation of Attorney-Client Relationship

Any legal information found on LegalBreeze in blogs or otherwise is intended for general informational purposes only and should be used only as a starting point for addressing your legal issues. Any such information is not the provision of legal services, and accessing such information, or corresponding with or asking questions to a lawyer via the Services, or otherwise using the Services, does not create an attorney-client relationship between you and LegalBreeze, or you and any lawyer. Such information is not a substitute for an in-person, video or telephonic consultation with a lawyer licensed to practice in your jurisdiction about your specific legal issue. Any attorney-client relationship formed as a result of such discussions is between you and the lawyer you speak with—not between you and LegalBreeze.

1.4.3 Legal Advertising and Communications

It is solely the responsibility of lawyers and law firms to ensure that any information or advertisements they post or place on the Website, and any communications they may have with prospective clients through the Services, fully complies 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.

1.5 LEGALBREEZE FEES

This Section of the User Agreement addresses the fees a User will pay LegalBreeze to access the Services and use the Website.

1.5.1 Service Fees Paid by Lawyers

Lawyers pay LegalBreeze a service fee for the use of the Website in the form of a charge per lead (“Service Fee”). A chargeable lead is defined as any contact of a lawyer by a consumer (i.e., a potential client) through the Website using our appointment request, telephone or messaging and chat communication Services.

LegalBreeze does not warrant or guaranty a lawyer will receive a minimum or maximum number of leads nor does LegalBreeze require the lawyer to purchase a minimum number of leads per month. LegalBreeze does not direct or dedicate any particular lead to a lawyer and each lawyer is on an equal playing field with the consumer as the consumer will solely determine whether, when and which lawyer to contact on the Website using our connection Services.

The current charges per lead for each legal service area are set forth in the below table and may change from time-to-time. If, and to the extent, LegalBreeze changes the charge per lead, we will use reasonable, good faith efforts to provide advance notice to each lawyer via email of any such change at least thirty (30) days before implementing any increase in the charge per lead and any such change will also be posted in these Terms and Conditions.

Legal Service Category	LegalBreeze Charge per Lead
Bankruptcy	$50.00
Criminal	$85.00
Family	$30.00
General practice	$30.00
Immigration	$40.00
Intellectual property	$40.00
Personal injury	$100.00
Real estate	$40.00
Trusts and Estates	$40.00
Wills and probate	$40.00

By clicking to accept the Terms and Conditions on the Website or by continuing to use the Website or the Services on or after the Effective Date noted above, you accept and agree to pay the above charges in accordance with the provisions set forth in these Terms and Conditions.

In order to receive a lead, a lawyer must link a credit card to the lawyer’s Account. A lawyer may link a credit card to the lawyer’s Account by clicking on the My Account or My payment profile links in the lawyer’s drop down menu in the upper right corner of the blue banner on any web page on the Website. Once a credit card is entered, the lawyer will be able to receive leads on a 24/7/365 basis whenever the lawyer slides the My status button to “Online.” The My status button is next to the lawyer’s drop down menu in the blue banner on any web page on the Website and will turn to a green color when the lawyer is in an “Online” status mode.

Note that the Service Fee will appear under the My lead history option in the lawyer’s drop down menu in the lawyer’s drop down menu in the blue banner on any web page on the Website when the lawyer signs in to the lawyer’s Account.

A lawyer will not receive any leads when the lawyer has switched the lawyer’s status to “Offline.” LegalBreeze will present a limited version of a registered lawyer’s Profile even if the lawyer is “Offline.” A registered lawyer is never charged to be “Offline” and will always have a limited version of the lawyer’s Profile presented on the Website.

Each lawyer’s credit card will automatically be charged on the first day of each month for all leads received during the prior month. You agree that monthly payments will continue to be charged to your credit card method on a recurring basis until you cancel your Account status by removing your credit card payment information. You must pay your Service Fee through your credit card each month. After any free membership period, if any, LegalBreeze automatically renews your LegalBreeze monthly membership, and you irrevocably authorize and instruct LegalBreeze to charge your credit card on your behalf.

1.5.2 Processing Fee

LegalBreeze reserves the right to charge lawyers a payment processing fee for allowing the consumer to remit payments to the lawyer’s preferred payment method, including PayPal or Stripe (the “Processing Fee”). The Processing Fee is paid to LegalBreeze in consideration of costs incurred and administration of disbursements via the disbursement method requested by lawyer and may vary by disbursement method.

1.5.3 No LegalBreeze Service Fees for Consumers

A consumer may use the Website and our Services by clicking on the Register to find a lawyer link located in the drop down menu on the right side of the top blue banner located on any web page of the Website. LegalBreeze does not charge a consumer a fee to use our Services. If a consumer and lawyer enter into an Engagement Letter in connection with a Legal Service Engagement, the consumer agrees to pay the lawyer in accordance with the terms of the Engagement Letter. LegalBreeze facilitates the payment of legal fees on our Website through the use of payment methods selected by the lawyer, including PayPal and Stripe. As a consumer, you are liable for paying the lawyer for the legal services provided. LegalBreeze has no liability, either primarily or secondarily, for paying the lawyer other than providing Services that allow you to make payment of any legal fees owed to a lawyer on our Website.

1.5.4 No Referral Fees Paid by or to LegalBreeze

LegalBreeze is not a lawyer referral service, does not introduce consumers to lawyers, and does not help lawyers secure clients. LegalBreeze merely makes the Website and our connection, communication and document and payment transfer Services available to enable lawyers and consumers to more efficiently interact with one another through our Website. LegalBreeze does not charge a fee when a lawyer and consumer enter into a Legal Service Engagement nor does LegalBreeze charge any fee for posting public facing star ratings, reviews or other User information, including Profile Information.

1.5.5 No Return of Funds

Each lawyer acknowledges and agrees that LegalBreeze will charge the lawyer’s credit card the Service Fee and/or Processing Fee, as described above, and that once LegalBreeze charges or debits the lawyer’s credit card for the Service Fee and/or Processing Fee, the charge or debit is non-refundable, except as otherwise required by applicable law. Each lawyer also acknowledges and agrees that the Terms and Conditions provide for a dispute resolution process as a way to resolve disputes. To the extent permitted by applicable law, each lawyer agrees not to ask its credit card company to charge back any Service Fee and/or Processing Fee charged to the lawyer’s credit card in accordance with the Terms and Conditions for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms and Conditions. If a lawyer initiates a chargeback in violation of the Terms and Conditions, the lawyer agrees that LegalBreeze may dispute or appeal the chargeback and institute collection action against the lawyer and take such other action it deems appropriate.

1.5.6 Credit Card Information

In order to use certain Services on our Website, a lawyer must provide LegalBreeze with credit card account information. Each lawyer hereby authorizes LegalBreeze to run credit card authorizations on all credit cards provided by the lawyer, to store credit card and banking or other financial details as the lawyer’s method of payment consistent with our Privacy policy, and to charge the lawyer’s credit card for the Service Fee and/or Processing Fee and any other amounts the lawyer owes LegalBreeze under the Terms and Conditions. To the extent permitted by applicable law and subject to our Privacy policy, each lawyer acknowledges and agrees that we may use certain third-party vendors and service providers to process payments and manage the lawyer’s method of payment information.

By entering your credit card information in the Payment profile portion of our Website and authorizing payments to LegalBreeze with your credit card, each lawyer represents, warrants, and covenants that: (a) the lawyer is legally authorized to provide such credit card information; and (b) the lawyer is legally authorized to make payments using the method of payment. Each lawyer’s authorization to pay the Service Fee and/or Processing Fee using a credit card, is also a representation and warranty by the lawyer that there are sufficient funds or credit available to complete the payment using the designated credit card. To the extent that any amounts owed under the Terms and Conditions cannot be collected from the lawyer’s credit card, lawyer is solely responsible for paying such amounts to LegalBreeze by other means.

Because the use of any method of payment may be limited by applicable law or by written agreement with your financial institution, LegalBreeze is not liable to any User if LegalBreeze does not complete a transaction as a result of any such limitation, or if a financial institution fails to honor any credit or debit to or from an account associated with such method of payment. LegalBreeze will make commercially reasonable efforts to work with any such affected Users to resolve any such transactions in a manner consistent with the Terms and Conditions.

1.6 AGREEMENT NOT TO BYPASS OUR PLATFORM

Each User acknowledges and agrees that a substantial portion of the compensation LegalBreeze receives for making the Website and Services available to Users is collected through the Service Fee described above. LegalBreeze only receives this Service Fee when a consumer contacts a lawyer using our connection, communication and document transfer Services through the Website. Accordingly, Users agree to use the Website for up to twenty-four (24) months (the “Non-Bypass Period”) from the date on which a consumer identifies and connects with a lawyer using any of our Services. The immediately preceding sentence notwithstanding, the Non-Bypass Period does not apply if Users worked together before meeting on our Website. If a User uses the Website as an employee, agent, or representative of another business, then the Non-Bypass Period applies to any such User and the other employees, agents, or representatives of the business when acting in that capacity.

During the Non-Bypass Period, Users agree not to:

Submit proposals or solicit parties identified through the Website to contract, hire or work with outside the Website.

Accept proposals or solicit parties identified through the Website to contract, hire or work with outside the Website.

Refer a User another User identified on the Website to a third-party who is not a User of the Website for purposes of making or receiving payments off the Website.

If a User is aware of a breach or potential breach of this Non-Bypass Period, please submit a confidential report to LegalBreeze by sending an email message to: support@testing.legalbreeze.com.

If LegalBreeze determines, in its sole and absolute discretion, that a User has violated this Section 1.6, LegalBreeze, to the maximum extent permitted by law may (a) close the User’s Account and revoke the User’s authorization to use the Website and Website Services, and/or (b) charge the User for all losses and costs (including any and all time of LegalBreeze employees) and reasonable expenses (including attorneys’ fees) related to investigating such violation and collecting any Service Fee that would have otherwise been collected by LegalBreeze had there not been any such violation.

1.7 DISCLAIMER OF WARRANTY

This Section of the User Agreement confirms the acknowledgement and agreement from each User that the Website and our Services may not always be available.

EACH USER AGREES NOT TO RELY ON THE WEBSITE, THE SERVICES, ANY INFORMATION ON THE WEBSITE OR THE CONTINUATION OF THE WEBSITE. THE WEBSITE AND THE SERVICES ARE PROVIDED “AS IS”, “WHERE AS”, AND ON AN “AS AVAILABLE” BASIS. LEGALBREEZE MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE, THE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS USER AGREEMENT OR THE TERMS AND CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEGALBREEZE DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO A PARTICULAR USER. SECTION 1.11 (TERM AND TERMINATION) BELOW STATES EACH USER’S SOLE AND EXCLUSIVE REMEDY AGAINST LEGALBREEZE WITH RESPECT TO ANY DEFECTS, NON-CONFORMITIES, OR DISSATISFACTION WITH OUR WEBSITE OR OUR SERVICES.

1.8 LIMITATION OF LIABILITY

This Section of the User Agreement sets forth a limitation on the Company’s liability.

LegalBreeze is not liable, and each User agrees not to hold us responsible, for any damages or losses arising out of or in connection with the Terms and Conditions, including, but not limited to:

• a User’s use or inability to use our Website or our Services;
• delays or disruptions in our Website or our Services;
• viruses or other malicious software obtained by accessing, or linking to, our Website or our Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Website or our Services;
• damage to a User’s hardware device from the use of the Website or our Services;
• the content, actions, or inactions of third parties’ use of the Website or our Services;
• a suspension or other action taken with respect to a User’s Account; and
• a User’s reliance on the quality, accuracy, or reliability of Profiles, reviews, star ratings (including their content, order, and display), Profile Information, or metrics made available through our Website.

ADDITIONALLY, IN NO EVENT WILL LEGALBREEZE, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF LEGALBREEZE, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT OR THE OTHER TERMS AND CONDITIONS WILL NOT EXCEED THE LESSER OF: (A) $2,500.00; OR (B) ANY SERVICE FEES RETAINED BY LEGALBREEZE WITH RESPECT TO LEGAL SERVICE ENGAGEMENTS PURSUANT TO WHICH USER WAS INVOLVED AS CONSUMER OR LAWYER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY SUCH CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT OR THE OTHER TERMS AND CONDITIONS, 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 MAY NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO EACH USER.

1.9 RELEASE

This Section of the User Agreement confirms that each User will not hold LegalBreeze responsible for any dispute between Users.

In consideration of each User’s acknowledgement that LegalBreeze is not a party to any Legal Service Engagement or other contractual relationship between Users, each User hereby releases LegalBreeze, our licensors, our third party service providers, and our respective parent entities, subsidiaries, joint ventures, officers, directors, managers, members, agents, and employees (severally and collectively, the “Released Parties”) for, from and against any and all claims, demands, and damages (whether actual, direct, indirect, special, incidental, punitive, exemplary or otherwise) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute any User may have with another User, whether it be at law or in equity that exist as of the time a User agrees and accepts the Terms and Conditions. This release includes, for example and without limitation, any disputes regarding the quality, professionalism, Work Product and results experienced by a consumer from a lawyer in connection with any Legal Service Engagement and any requests by a User for refunds based upon any such disputes.

TO THE EXTENT APPLICABLE, EACH USER HEREBY WAIVES THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

1.10 INDEMNIFICATION

This Section of the User Agreement describes a User’s agreement to pay for certain costs or losses we experience as a result of a claim brought against us related to the User’s use of our Website or our Services, or a User’s illegal or harmful conduct.To the fullest extent permitted by applicable law, each User hereby agrees to defend, indemnify and hold harmless LegalBreeze and each of the Released Parties for, from and against any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action (severally and collectively, “Claim”) brought by the User, any other User or another third party, which Claim arises out of or relates to: (a) the use of our Website or our Services by the User, or those for whom the User is legally responsible; (b) a failure to comply with the Terms and Conditions by the User, or those for whom the User is legally responsible; (c) the failure to comply with any applicable law by the User or those for whom the User is legally responsible; (d) the negligence, willful misconduct, or fraud by the User or those for whom the User is legally responsible; and (e) any allegation involving defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights (as hereinafter defined) by the User, or those for whom the User is legally responsible. As used herein, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

1.11 TERM AND TERMINATION

This Section of the User Agreement describes the duration of the Terms and Conditions and sets forth certain termination rights for LegalBreeze and Users.

1.11.1 Termination

A User and LegalBreeze may terminate this User Agreement in our respective sole discretion, at any time, without explanation, upon written notice to the other party. Any such termination will also terminate all other Terms and Conditions, except as otherwise provided herein. A written notice of termination from a User may be emailed to legalnotices@testing.legalbreeze.com. Upon any such termination, the User’s right to use the Website and our Services is automatically revoked, and the User’s Account will be closed.

User understands and acknowledges that termination of this User Agreement (or attempt to terminate this User Agreement) does not terminate any Legal Service Engagement entered into between Users, provided, however, completion, finalization or closure of any such Legal Service Engagement shall occur between Users off and outside our Website.

LegalBreeze may temporarily or indefinitely revoke a User’s access to the Website or our Services, if: (a) the User breaches this User Agreement or any other provisions of the Terms and Conditions; (b) we suspect or become aware that a User has provided false or misleading information to us; (c) we believe, in our sole and absolute discretion, that a User’s actions may cause legal liability for the User, our other Users, LegalBreeze or our affiliates; (d) we believe, in our sole and absolute discretion, that a User’s actions may be contrary to the interests of the Website or our User community; or (e) we believe, in our sole and absolute discretion, that a User’s actions involve illicit or illegal activity. If a User’s Account is temporarily or permanently closed, that User may not use the Website under the same Account or a different Account or re-register under a new Account without LegalBreeze’s prior written consent.

1.11.2 Access to Data

Except as otherwise required by applicable law, if a User’s Account is closed for any reason, that User will no longer have access to data, messages, files, or other material the User maintained on our Website. Each User acknowledges and agrees that LegalBreeze may delete any content and other data stored in an Account upon a termination of this User Agreement, for which LegalBreeze will have no liability whatsoever. LegalBreeze, in its sole and absolute discretion, except as prohibited by applicable law, may retain some or all of your Account information.

1.12 DISPUTE RESOLUTION PROCESS

This Section of the User Agreement describes the dispute resolution procedures each User agrees will resolve any disputes between the User and LegalBreeze.

1.12.1 Good Faith Negotiations

If, and to the extent, a dispute arises between a User and LegalBreeze regarding the use of our Website, our Services or any of the Terms and Conditions (severally and collectively, a “Dispute”), User and LegalBreeze will endeavor to resolve the dispute quickly, efficiently, cost-effectively and amicably pursuant to the good faith negotiation process described below before proceeding with a demand for arbitration.

1.12.1 Good Faith Negotiations

If, and to the extent, a dispute arises between a User and LegalBreeze regarding the use of our Website, our Services or any of the Terms and Conditions (severally and collectively, a “Dispute”), User and LegalBreeze will endeavor to resolve the dispute quickly, efficiently, cost-effectively and amicably pursuant to the good faith negotiation process described below before proceeding with a demand for arbitration.

1.12.1.1 Before serving a demand for arbitration of a Dispute, User and LegalBreeze agree to provide written notice (each, a “Notice”) to one another of the Dispute. Any Notice must include pertinent Account information, a brief description of the Dispute, and contact information, so that the User or LegalBreeze, as applicable, may evaluate and attempt to informally resolve the Dispute.

1.12.1.2 User agrees to provide LegalBreeze Notice of a Dispute at, Attn.: Legal, 177 N. Church Ave., Suite 808, Tucson, Arizona 85701, or by email to legalnotices@testing.legalbreeze.com.

1.12.1.3 LegalBreeze agrees to provide User Notice of a Dispute to the email address User provided in User’s Account Profile.

1.12.1.4 User and LegalBreeze will have forty-five (45) days from the date of the receipt of the Notice to informally resolve the Dispute. Upon such resolution, no further action will be required.

1.12.2 Binding Arbitration

In the unlikely event a User and LegalBreeze are unable to resolve a Dispute within the timeframe and process described in Section 1.12.1, LegalBreeze and the User agree to resolve the Dispute in accordance with final and binding arbitration before an arbitrator in accordance with, but not through, JAMS. This agreement to resolve the Dispute pursuant to binding arbitration is intended to apply to the resolution of any and all Disputes that otherwise would be resolved in a court of law or before a forum other than arbitration.

Venue for arbitration shall be in Pima County, Tucson, Arizona in accordance with, but not through, the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Any Dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

This agreement to resolve the Dispute in accordance with final and binding arbitration, is the full and complete agreement relating to the formal resolution of Disputes arising hereunder. The arbitrator in any such arbitration shall have exclusive jurisdiction to decide all Disputes arising out of or relating to the interpretation, enforcement, or application of this agreement to arbitrate. In the event any portion of this agreement to arbitrate is deemed unenforceable, the remaining portion of this agreement to arbitrate will be enforceable.

User and LegalBreeze agree to bring any Dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this User Agreement or the JAMS rules, Disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (a) the Dispute is filed as a class or collective action, and (b) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. LegalBreeze may lawfully seek enforcement of this agreement to arbitrate and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

1.13.1 Entire Agreement

This User Agreement, together with the other Terms and Conditions, constitutes the entire agreement between User and LegalBreeze regarding the subject matter hereof. Any prior agreements or understandings between User and LegalBreeze concerning the subject matter hereof are superseded and replaced by this User Agreement and are hereby rendered null and void.

1.13.2 Captions

The Section and subsection captions in the any of the Terms and Conditions are included for ease of reference only and have no binding effect.

1.13.3 Interpretation

Each party has reviewed this User Agreement and the other Terms and Conditions and agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this User Agreement or the other Terms and Conditions.

1.13.4 Waiver

No modification or amendment to any of the Terms and Conditions will be binding upon LegalBreeze unless in a written instrument signed by a duly authorized representative of LegalBreeze or posted on the Website by LegalBreeze. Our failure to act with respect to a breach by a User or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

1.13.5 Successors and Assigns

User may not assign the Terms and Conditions, or any of its rights or obligations hereunder, without LegalBreeze’s prior written consent, which consent may be arbitrarily withheld, conditioned or delayed. LegalBreeze may freely assign this User Agreement and the other Terms and Conditions without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms and Conditions are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of LegalBreeze and each User.

1.13.6 Severability

If and to the extent any provision of this User Agreement or the other Terms and Conditions is held illegal, invalid, or unenforceable, in whole or in part, under any dispute resolution proceeding provided for herein, such provision or such portion thereof will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

1.13.7 Access of Website

LegalBreeze makes no representations the Website or our Services are appropriate or available for use outside of the United States. Users and Visitors accessing the Website or our Services from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. A User must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. Each User also warrants the User is not prohibited from receiving U.S. origin products, including services or software.

In order to access or use the Website or our Services, each User must and hereby represents that the User is not: (a) a citizen or resident of a geographic area in which access to or use of the Website or our Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. Each User agrees that if the User’s country of residence or other circumstances change such that the above representations are no longer accurate, such User will immediately cease using the Website and our Services and such User’s license to use the Website or our Services will be deemed to be immediately revoked.

1.13.8 Governing Law

This User Agreement and the other Terms and Conditions, and any Dispute will be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The immediately preceding sentence notwithstanding, the agreement to arbitrate Disputes pursuant to Section 1.12.2 is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

1.13.9 Survival

All indemnities, warranties, representations, covenants and other obligations described in this User Agreement and the other Terms and Conditions that expressly or by their nature contemplate performance after a termination or expiration of this User Agreement or the other Terms and Conditions shall survive and continue in full force and effect. Without limiting any other provisions of the Terms and Conditions, the termination of this User Agreement for any reason will not release a User or LegalBreeze from any obligations incurred prior to termination of this User Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.