Terms of Service

Welcome to www.lawyerexchange.com (” TLX”). TLX is comprised of various web pages operated by Lawyer Exchange, Inc. (“Lawyer Exchange”). TLX is offered to you, a user of TLX (“Member”), conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein (“Terms”). Your use of TLX constitutes your agreement to all such Terms. If you use TLX on behalf of a business, that business both accepts the Terms provided herein and agrees to be bound by these Terms. Reference to “this Agreement” includes all Terms provided herein. Please read these Terms carefully and keep a copy for your reference. This Agreement applies to “www.lawyerexchange.com” and “Lawyer Exchange, Inc” and mobile websites, mobile applications, TLX profiles on social media sites and any other digital services and platforms officially operated or used by TLX (the “Sites” or “Services”).

TLX is: (1) An on-demand platform to link hiring lawyers with project lawyers for the purposes of project-based legal work and mentorship; (2) A platform through which project lawyers can gain substantive legal experience and/or augment their developing law practices with meaningful and higher-paying legal work from hiring lawyers; (3) A platform where hiring lawyers can find the help they need in handling their overflow, out-of-town, or other legal work by connecting them with high-quality project lawyers who are eager to do the work; and (4) An opportunity for all lawyers to build professional relationships for purposes of future hiring, partnership, and succession, thereby giving experienced “baby-boomer” lawyers a simple way to identify candidates to help them wind-down, slow-down, or liquidate their practices.

Eligibility to Use Site

To use TLX or any of TLX’s related services, you must be of the age necessary to enter into a legally binding agreement pursuant to applicable law. Minors are not permitted to use TLX.

Privacy

Your use of TLX is subject to the Lawyer Exchange’s Privacy Policy. Please review this Privacy Policy which governs TLX and informs all users of TLX (“Members”) about TLX’s data collection practices. To review the Privacy Policy, click here.

Conduct

Your use of TLX is subject to the Lawyer Exchange’s Code of Conduct. Please review this Code of Conduct, which governs TLX and outlines the conduct expectations for all Members while using TLX. To review the Code of Conduct, click here.

Electronic Communications

Visiting or using TLX or sending emails to the Lawyer Exchange constitutes electronic communications. You consent to receive electronic communications from us and you agree that all agreements, notices, disclosures, and other communications that TLX or Lawyer Exchange provides to you electronically, via email, and on TLX satisfies any legal requirement that such communications be in writing. Regarding any email(s) or written communication(s) that you send to the Lawyer Exchange, all such correspondence is deemed NOT confidential. Accordingly, the Lawyer Exchange has the right to use any such information that the Lawyer Exchange receives, including, but not limited to, comments, ideas, questions, suggestions, concepts, techniques, or other feedback, for any purpose. However, the Lawyer Exchange will not publish your name in connection with the information that you submitted to the Lawyer Exchange, unless you consent to the Lawyer Exchange doing so or the law requires the Lawyer Exchange to do so.

The TLX platform allows Members to communicate with each other directly and will often notify Members of such communication. The Members agree that TLX will not be liable for any damages or loss opportunities based on error or failure of this function. Member to Member communication should only be used for the intended purposes of providing information between parties and should not go outside the scope of the project postings.

Veracity of Member Information

The Lawyer Exchange does not complete background checks or verify any of the information present in the Member profiles, communications or resumes, except for verification of licensing information provided by the member. All hiring Members agree that The Lawyer Exchange will be indemnified and held harmless for any liability that may result from Hiring Attorney’s reliance on such information. It is the Hiring Attorney’s sole responsibility to complete due diligence on any and all hires whether permanent or on a project basis.

Your Account

If you use TLX, you are responsible for maintaining the confidentiality of your account, login information, and password. Additionally, you agree to accept responsibility for restricting access to your computer and for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that the Lawyer Exchange is not responsible for third-party access to your account that results from theft or misappropriation of your account. The Lawyer Exchange and its associates reserve the right to refuse or cancel service, terminate accounts, and remove or edit content, in the sole discretion of the Lawyer Exchange. TLX may also contain omissions and/or errors. The Lawyer Exchange has the right to cancel and/or make any necessary adjustment, without prior notice, in order to correct such errors and/or omissions.

TLX and the Lawyer Exchange do not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under thirteen years of age, you may use TLX only with permission of a parent or guardian.

Links to Third-Party Sites/Third-Party Services

TLX may contain links or references to other websites (“Linked Site(s)”). The Linked Sites are not under the control of TLX or the Lawyer Exchange. The Lawyer Exchange is not responsible for any content on any Linked Site, including, without limitation, any link contained in a Linked Site, any change(s) to a Linked Site, or any update(s) to a Linked Site. TLX and the Lawyer Exchange provide these links to you only as a convenience. The inclusion of, access to, or reference to any Linked Site via TLX does not imply endorsement or sponsorship of the Linked Site by the Lawyer Exchange. Further, the inclusion of any Linked Site on TLX does not imply any association or relationship between operator(s) of the Linked Site(s) and TLX/the Lawyer Exchange. Your access or use of any Linked Site is your sole responsibility.

Certain services made available via TLX are delivered by third-party sites and organizations. By using any product, service, or functionality originating from the www.lawyerexchange.com domain, you hereby acknowledge and consent that TLX or the Lawyer Exchange may share such information and/or data with any third party with whom the Lawyer Exchange has a contractual relationship to provide the requested product, service, or functionality on behalf of Members.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a limited, non-exclusive, non-transferable, non-assignable, revocable license to access and use TLX strictly in accordance with these Terms. As a condition of your use of TLX, you warrant to the Lawyer Exchange that you will not use TLX for any purpose that is unlawful or prohibited by these Terms. You may not use TLX in any manner which could damage, disable, overburden, or impair TLX or interfere with any other party’s use or enjoyment of TLX. You are prohibited from obtaining or attempting to obtain, through any means, any material(s) or information that is not intentionally made available or provided for through TLX.

You are prohibited from using the Lawyer Exchange in order to identify and/or contact any other Member(s) for purposes of current hiring, future hiring, partnership, merger, acquisition, succession, and/or any other similar purpose in any way other than in accordance with the Lawyer Exchange’s intended model (“intended model” means how a reasonable Member would properly use Lawyer Exchange), which includes, but is not limited to, Lawyer Exchange, Inc. receiving payment as a result of any introductions which lead to the engagement of project lawyers for work purposes and/or other interaction(s).

All content included as part of TLX, including, but not limited to, text, graphics, logos, trademarks, service marks, trade names, images, artwork, sound, HTML code, audio, video, or the compilation thereof, as well as any software used on TLX, is the exclusive property of the Lawyer Exchange or its suppliers and is protected by copyright laws and other laws, rules, and regulations that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and agree to not make any changes thereto.

You will not modify, copy, use, publish, transmit, display, store, adapt, delete, reproduce, distribute, sell, resell, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on TLX. Your use of TLX does not entitle you to make any unauthorized use of any protected content. You will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of the Lawyer Exchange and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. The Lawyer Exchanges does not grant you any license (neither express nor implied) to the intellectual property of the Lawyer Exchange or our licensors, except as expressly authorized by these Terms.

International Users

TLX is controlled, operated, and administered by the Lawyer Exchange from our offices within the USA. If you, on your own initiative, choose to access TLX from a location outside the USA, you are solely responsible for compliance with all applicable local laws. You agree that you will not use content accessed on or through TLX in (1) any country, or in (2) any manner, in which doing so is prohibited by any applicable law(s), restriction(s), or regulation(s).

Indemnification

You agree to indemnify, defend, and hold harmless the Lawyer Exchange and the Lawyer Exchange’s officers, directors, employees, agents, and third parties, for any claims, damages, actions, demands, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees, other legal fees, and other reasonable professional expenses and costs), whether known or unknown, relating to, resulting from, in any way connected with, or arising out of your use of TLX or TLX’s services, your inability to use TLX or TLX’s services, any user posting(s) made by you, your violation(s) of any Terms of this Agreement, or your violation(s) of any rights of a third party, or your violation(s) of any applicable laws, rules, or regulations. The Lawyer Exchange reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Lawyer Exchange in asserting any available defense(s).

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH TLX MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN THESE TERMS. THE LAWYER EXCHANGE AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN TLX AT ANY TIME WITHOUT NOTICE.

THE LAWYER EXCHANGE AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, VALIDITY, RELIABILITY, COMPLETENESS, AVAILABILITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED ON TLX FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED “AS IS” ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE LAWYER EXCHANGE DOES NOT WARRANT THAT YOUR ACCESS TO OR USE OF TLX AND TLX’S SERVICES WILL BE FREE OF ERROR, DEFECT, INTERRUPTION, OR OTHER PROBLEM. THE LAWYER EXCHANGE AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, BOTH EXPRESS AND IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND OTHER WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LAWYER EXCHANGE, THE LAWYER EXCHANGE’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD PARTIES, AND/OR THE LAWYER EXCHANGE’S SUPPLIERS BE LIABLE FOR ANY DIRECT DAMAGES, INDIRECT DAMAGES, PUNITIVE DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF TLX OR PERFORMANCE OF TLX, WITH THE DELAY OR INABILITY TO USE TLX OR TLX’S RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH TLX OR OTHERWISE ARISING OUT OF THE USE OF TLX, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE LAWYER EXCHANGE OR ANY OF THE LAWYER EXCHANGE’S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF TLX OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING TLX.

THE LAWYER EXCHANGE DOES NOT WARRANT THAT YOU, BY USING TLX, WILL RECEIVE ANY JOB OFFER OR EMPLOYMENT OPPORTUNITY. IF A JOB OFFER OR EMPLOYMENT OPPORTUNITY IS PROVIDED BY A MEMBER USING TLX OR THIRD PARTY AS A RESULT OF OR OTHERWISE CONNECTED WITH USE OF TLX, THE LAWYER EXCHANGE IS NOT RESPONSIBLE FOR ANY SUCH RELATED DECISIONS, SCREENINGS, OR OFFERS. ANY SUCH INTERACTIONS AND INFORMATION EXCHANGED BETWEEN YOU AND ANOTHER MEMBER OR THIRD PARTY IS YOUR SOLE RESPONSIBILITY. YOU ASSUME ALL RISKS INVOLVING, RELATING TO, OR OTHERWISE CONNECTED WITH YOUR USE OF TLX AND ANY RELATED SERVICES.

IMPORTANT INFORMATION FOR CALIFORNIA RESIDENTS: You agree to waive Section 1542 of the California Civil Code, which provides: “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.”

The Lawyer Exchange Uses Braintree, a Division of PayPal, Inc.

The Lawyer Exchange uses Braintree, a division of PayPal, Inc. (“Braintree”) for payment processing. In order for you to use Braintree’s payment processing services, you must read and agree to the Commercial Entity User Agreement (CEA) available at https://www.braintreepayments.com/legal/cea-wells and the Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement. By accepting this Agreement, you agree: (a) that you have downloaded or printed the CEA, and (b) that you have reviewed and agree to the CEA. If you have questions regarding the CEA or the PSA, please contact Braintree at 877.434.2894.

Members may NOT offer or accept payments for work on projects posted on TLX and resulting from connections with other Members made through the TLX platform using any method other than the invoicing and payment process provided by TLX. Failure to utilize TLX invoicing for payments – or attempts to circumvent the TLX payment system – is a violation of the Terms of Service and may result in suspension or revocation of member access.

Notification to The Lawyers Exchange of Acts contrary to Terms of Service, Code of Conduct, or Privacy Policy

The Lawyer Exchange expects all Members to maintain the highest level of character and ethics and as a result of this expectation Members hereby agree to notify TLX of any acts committed in violation of The Lawyer Exchange Terms of Use, Code of Conduct, and Privacy Policy. These acts or suspicion thereof must be reported immediately, or Members could risk termination of account and any punishments suitable under law.

Termination/Access Restriction/Removal of Unacceptable Content

The Lawyer Exchange reserves the right, in the Lawyer Exchange’s sole discretion and for any reason, to terminate this Agreement, your access to TLX (or any portion thereof), and your access to any related services (or any portion thereof) at any time, with or without notice or cause. For any information, content, or communication submitted via TLX that is deemed by the Lawyer Exchange, in the Lawyer Exchange’s sole discretion, to be unacceptable for any reason, the Lawyer Exchange reserves the right, in the Lawyer Exchange’s sole discretion, to remove, block, restrict, or delete any such information, though the Lawyer Exchange is not required to do so. The Lawyer Exchange is not required to monitor the content of TLX or TLX’s services. Additionally, if the Lawyer Exchange is notified of content or information that might potentially be deemed as unaccepted by the Lawyer Exchange, in the Lawyer Exchange’s sole discretion, the Lawyer Exchange reserves the right to investigate such material. The Lawyer Exchange is not responsible for retaining or returning any materials, documents, or other information that you have submitted via TLX. The Lawyer Exchange does not endorse any of the opinions, statements, or beliefs expressed by Members of TLX or TLX’s services through any means of communication.

Choice of Venue/Compliance With Additional Laws, Rules, & Regulations

To the maximum extent permitted by law, this Agreement is governed by the laws of the State of Illinois and you hereby consent to the exclusive jurisdiction and venue of courts in Illinois in all disputes arising out of or relating to the use of TLX. Use of TLX is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. By using TLX or TLX’s services, you agree to abide by all applicable laws, rules, and regulations relating to or otherwise connected with your use of TLX. Additionally, you agree to submit information via TLX that is true, complete, and accurate.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Lawyer Exchange as a result of either this Agreement or your use of TLX. The Lawyer Exchange’s performance of this Agreement is subject to existing laws and legal process. Nothing contained in this Agreement is in derogation of the Lawyer Exchange’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of TLX or information provided to or gathered by TLX or the Lawyer Exchange with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect. In the event that the Lawyer Exchange fails to act on or enforce any of the Terms contained in this Agreement or a violation thereof, such inaction does not constitute a waiver of any such Terms. Additionally, the section headings provided in this Agreement are for your convenience and thus have no legal significance.

Unless otherwise specified herein, this Agreement constitutes the entire agreement between the Member and the Lawyer Exchange with respect to TLX and this Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the Member and the Lawyer Exchange with respect to TLX. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties to this Agreement that this Agreement and all related documents be written in English.

Changes to Terms

The Lawyer Exchange reserves the right, in its sole discretion, to change the Terms under which TLX is offered. The most current version of the Terms will supersede all previous versions. By continuing to use TLX or TLX’s services after any changes have been made to these Terms, you agree to all of the Terms as provided, including any such changes. The Lawyer Exchange encourages you to periodically review the Terms of Service to stay informed of updates from the Lawyer Exchange.

Important Reminder About Conflicts of Interest

All lawyers are bound to the rules of professional conduct in the states in which they are licensed. Issues involving or related to conflicts of interest may arise while hiring a lawyer on either a permanent or temporary basis. When using TLX to hire one or more lawyers and/or while working with one or more lawyers via TLX, you, as a Member, acknowledge and agree that IT IS YOUR SOLE RESPONSIBILITY to ensure your compliance, at all times, with the conflict of interest rules in the state(s) in which you are licensed. As a Member, you agree to do everything reasonably necessary and prudent to ensure your compliance with the conflict of interest rules in the state(s) in which you are licensed.

Contact Us

The Lawyer Exchange welcomes your questions or comments regarding these Terms of Service:

Lawyer Exchange, Inc. 123 N. Wacker Drive, Suite 1000 Chicago, Illinois 60606

Email Address: info@lawyerexchange.com

Telephone number: 312-585-7919

Effective as of April 1, 2018.