TERMS OF USE AND SERVICE

Last Updated: November 2021

PLEASE READ THESE TERMS OF USE AND SERVICE CAREFULLY BEFORE USING THIS WEBSITE. By using this website, you signify your consent to these Terms of Use and Service. If you do not agree to these Terms of Use and Service, please do not use the website.

Your access to and use of this website, as well as all related websites operated by PDEsquire, Inc. (which includes www.PDEsquire.com, among others) (collectively the “Site”) is subject to the following terms and conditions (“Terms of Use and Service”) and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, the Terms of Use and Service and acknowledge that any other agreements between you and the Site are superseded and of no force or effect.

1. You agree that the Site itself, as well as all content, videos, training materials, products, services and/or other materials, made available on the Site by us or other third-parties, as well as the look and feel of all of the foregoing, (collectively referred to as the “Content”) are maintained for your personal use and information by PDEsquire, Inc., (the “Company”) and are the property of the Company and/or its third-party providers. You agree that such Company Content shall include all proprietary videos, HTML/CSS, Javascript, graphics, voice, and sound recordings, artwork, photos, documents, and text as well as all other materials included in the Site, excluding only the materials you provide. Subject to your compliance with these Terms of Use and Service, the Company hereby grants you a limited license, which is non-exclusive, non-transferable, and non-sublicensable, to access, view, and use the Site solely for your personal purposes. No Company Content may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, used for public or commercial purposes, or downloaded in any way unless written permission is expressly granted by the Company. Modification of the Content or use of the Content for any other purpose is a violation of the copyright and other proprietary rights of the Company, as well as other authors who created the materials, and may be subject to monetary damages and penalties. You may not distribute, modify, transmit or use the content of the Site or any Content, including any and all software, tools, graphics and/or sound files, for public or commercial purposes without the express written permission of the Company.

2. All Content, such as text, data, graphics files, videos and sound files, and other materials contained in the Site, are copyrighted unless otherwise noted and are the property of the Company and/or a supplier to the Company. No such materials may be used except as provided in these Terms of Use and Service.

3. All trade names, trademarks, and images and biographical information of people used in the Company Content and contained in the Site, including without limitation the name and trademark and service-mark “PDEsquire(s)” and “Per Diem Esquire(s)”, are either the property of, or used with permission by, the Company. The use of Content by you is strictly prohibited unless specifically permitted by these Terms of Use and Service. Any unauthorized use of Content may violate the copyright, trademark, and other proprietary rights of the Company and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use any Trademark or other proprietary information without the express written consent of the Company or third-party owner. The Company respects the copyright, trademark and all other intellectual property rights of others. The Company has the right, but has no obligation, to remove content and accounts containing materials that it deems, in its sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use and Service. If you believe that your intellectual property rights are being violated and/or that any work belonging to you has been reproduced on the Site or in any Content in any way, you may notify Company at support@PDEsquire.com. Please provide your name and contact information, the nature of your work and how it is being violated, all relevant copyright and/or trademark registration information, the location/URL of the violation, and any other information you believe is relevant.

4. While the Company uses reasonable efforts to include accurate and up-to-date information in the Site, the Company makes no warranties or representations as to its accuracy. The Company assumes no liability or responsibility for any errors or omissions in the content of the Site.

5. You understand and accept that in all materials related to this Site, included but not limited to this Terms of Use and Service and the Privacy Policy, we refer to individual or corporate users, per diem attorneys, who bid on projects as “Esquire(s)” and to users who post projects for bidding by the Esquire on the Site as “Firms,” whether they are individuals or legal entities of any sort, and that, as such, an Esquire’s account is referred to as “Esquire Account” and a Firm’s account is referred to as “Firm Account.”

6. When you register with the Company and/or this Site, you expressly consent to receiving any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from the Company. You consent to receiving notices electronically by way of transmitting the notice to you by email, text messages or via the internal messenger feature of the Site.

7. Limits to Number of Accounts: If you joined this Site and platform as an individual attorney, you hereby agree and consent to creating and maintaining no more than one (1) Esquire Account to bid on projects as a per diem attorney and one (1) Firm Account to post projects of your own, if you so choose. You hereby acknowledge that only individual attorneys may open and maintain an “Esquire Account” on this Site and, furthermore, as an Esquire, you hereby represent that you will personally perform any Project for which your bid was selected and not assign the Project to any other person (attorney or not), whether the same is in your employ or not. In the event you violate any part of the above provision, you specifically agree and consent that the Company shall have the right to terminate all your accounts immediately and forbid you from ever using the platform, its services and the Site again. In addition, you shall not have any recourse against the Company’s decision and shall not hold the Company liable for any of the consequences of such decision.

8. If you joined this Site and platform as a legal entity, of any form, you hereby agree and consent to creating and maintaining no more than one (1) Firm Account to post and manage projects. You hereby acknowledge that a legal entity, of any sort, may not open an Esquire Account on this Site; that only individual attorneys may open and maintain such an account. In the event you violate this provision, you specifically agree and consent that the Company shall have the right to terminate all your accounts immediately and forbid you from ever using the platform, its services and the Site again. In addition, you shall not have any recourse against the Company’s decision and shall not hold the Company liable for any of the consequences of such decision.

9. Verification of Accounts: Our goal is to connect Esquires and Firms that have the highest degree of ethics and professionalism. As such, by joining this Site and platform you automatically consent to and authorize the Company and its employees and/or agents to verify the accuracy of any and all representations you have made as part of your profile on the Site, including but not limited to state of bar admission, attorney registration number, years of experience, etc. If a discrepancy is identified between your representations and our findings, you will be given an opportunity to explain and cure the issue, if possible. Until the issue is resolved to the Company’s sole discretion, your account will be placed on hold.

10. To ensure the highest standard on this Site, the Company will systematically verify that, as of the day an account is open, the attorney (Esquire) is duly admitted to practice law in each state the attorney (Esquire) listed in his/her profile and is in good standing with each such state’s bar authority. Said verification will be done through whatever means each state bar authority may make available for such purpose from time to time, included be not limited to website database, telephone calls or other means. Beyond verifying bar admission and good standing with state authorities, the Company may, but shall not be obligated to, verify the accuracy of any and all representations made by Esquires and Firms at any time.

11. Not a Referral Service and Bidding Process: By using this Site and platform, Esquires and Firms acknowledge that the Company does not provide legal nor referral services but, instead, simply offers and maintains a convenient platform, a marketplace, where per diem legal service providers (Esquires) can connect with per diem legal service users (Firms) on a project-bid basis. In order to protect the integrity and the high standard of the service offered by this Site, (i) all bids submitted on a particular project are only viewable by the Firm that posted the project.

12. Non-Assignability of Projects: In order to select one Esquire’s bid over many others, Firms rely to a large extent on the profile information provided by the Esquire, including but not limited to number of years of experience in particular area of practice. The value of the bids themselves depends on that information as it provides Firms with some degree of assurance as to the proper completion of the project if the Esquire is adequately qualified. To keep the integrity of our service, Esquires and Firms hereby acknowledge and agree that once a bid has been selected, the underlying project shall be completed by the Esquire with the winning bid and that said project shall not be assigned to anyone else; not by the Firm not by said Esquire, not even to other attorneys in the employ of that Esquire.

13. Payment of Project Amount: By posting a project on this Site, Firms agree and consent to the Company charging their method of payment, then on record in the Firm profile, for the amount of the bid accepted by the Firm (“Project Amount”) and for the Company to hold those funds until completion of the project.

14. The Company’s Transaction Fee: By placing a bid on a project listed by a Firm on this Site, Esquires agree and consent to the Company deducting from the Project Amount a sixteen percent (16%) transaction fee (“Transaction Fee”) before forwarding the remaining balance of the Project Amount to the Esquire’s bank account, then on record in the Esquire profile.

15. Binding Contract and Project Cancellation: By using this Site, Esquires and Firms hereby acknowledge and agree that a bid submitted on a project constitutes a legally binding offer and that the simple acceptance of the bid by the Firm shall create automatically a binding agreement by and between the Firm, that posted the project, and the Esquire, whose bid was accepted (“Winning Bidder”). As such, a binding contract is thereby created for the underlying project and the same cannot be cancelled unilaterally. However, in the event of exceptional circumstances outside the control of the Firm, if it appears that the Firm has no other choice but to cancel the project after a bid was accepted, all Firms hereby agree and consent to paying a cancellation fee (“Cancellation Fee”) representing ten percent (10%) of the Project Amount and to receive as a refund the remaining ninety percent (90%) of the Project Amount, reduced by any third-party cost(s) of transaction incurred by the Company, in full satisfaction of the refund. In addition, Firms and Esquires hereby acknowledge and agree that the Company shall payout to the Winning Bidder, and the same shall accept in full satisfaction, ninety percent (90%) of the Cancellation Fee (representing nine percent – 9% – of the Project Amount) as compensatory damages for the late cancellation of the project and that the remaining ten percent (10%) of Cancellation Fee (representing only one percent – 1% – of the Project Amount) shall remain with the Company.

16. Use of Built-in Messaging Tool: You, whether an Esquire or a Firm, hereby acknowledge that the Company is making great efforts to insure that all parties using the Site is properly protected and, as such, to support said efforts, you agree (i) that all written communications and exchanges of documents between you and another Member (as defined below) pertaining to a project posted on the Site, shall take place exclusively through the Site’s built-in messaging tool and (ii) that inviting or encouraging a Member to use any other form of written communication (e.g.; email, text messages… etc.) shall be deemed a violation of these Terms of Use and Service.

17. If anyone sends comments or suggestions about the Site to the Company, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of the Company. No submission shall be subject to any obligation of confidence on the part of the Company. The Company shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to such person.

18. The Company shall use commercially reasonable efforts to restrict unauthorized access to its data and files. However, no system whether or not password protected can be entirely impenetrable. You acknowledge that it may be possible for an unauthorized third-party to access, view, copy, modify, or distribute the data and files you store using the Site. Use of the Site is completely at your own risk.

19. The Company will not intentionally disclose any personally identifying information about you to third-parties, except where the Company, in good faith, believes such disclosure is necessary to comply with the law or enforce these Terms of Use and Service. By using the Site, you signify your acceptance of the Company’s Privacy Policy, "PRIVACY POLICY". If you do not agree with this Privacy Policy, in whole or part, please do not use this Site.

20. Non-Solicitation: You, whether an Esquire or a Firm, hereby acknowledge that the Company’s database of Firms and Esquires (“Members”), even though they are not the Company’s employees and operate independently from the Company, have been collected at great expense and are essential to the Company’s core business model of connecting Firms and Esquires pursuant to this Terms of Use and Service. Therefore, you hereby warrant and agree that, while you are a Member of the Site and for a period of one (1) year after your account is terminated, whether said termination was initiated upon your request or otherwise, you will not, directly or indirectly, solicit for project(s) or employment any of the Company Members with whom the Company connected you as a result of a project posted on the Site. In the event you violate this provision, you hereby agree and consent to pay to the Company the sum of ten thousand dollars ($10,000.00) per violation as liquidated damages.

You and the Company hereby acknowledge and agree that the sums payable under this section shall constitute liquidated damages and not penalties and are in addition to all other rights of the Company. You and the Company further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in this section bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with the violation of the above non-solicitation provision, (iii) one of the reasons for you and the Company agreeing to such amount is the uncertainty and cost of litigation regarding the question of actual damages, and (iv) you and the Company are sophisticated parties.

21. NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING THE SITE AND/OR ANY CONTENT ON THE SITE SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE. WITHOUT LIMITING THE FOREGOING, ALL CONTENT ON THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE SITE, THE RESULTS OF THE USE OF SUCH MATERIALS, THE SUITABILITY OF SUCH MATERIALS FOR ANY USER’S NEEDS OR THE LIKELIHOOD THAT THEIR USE WILL MEET ANY USER’S EXPECTATIONS, OR THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR CORRECTION. THE COMPANY LIKEWISE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES THAT YOU WILL EARN ANY MONEY USING THE SITE OR THE COMPANY’S TECHNOLOGY OR SERVICES. THE COMPANY CANNOT AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING YOUR SUCCESS OR INCOME LEVEL. THE COMPANY DOES NOT WARRANT THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, THE CONTENT, AND/OR THE MATERIALS AVAILABLE ON THIS SITE ARE FREE FROM BUGS OR VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD-PARTY WEBSITE OR THIRD-PARTY SERVICE PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. Please note that the applicable jurisdiction may not allow the exclusion of implied warranties. Some of the above exclusions may thus not apply to you.

22. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD-PARTY WEBSITE OR THIRD-PARTY SERVICE PROVIDER (including, for example, your web service provider service, Stripe payment services, your software and/or any updates or upgrades to that software). ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY ALSO RESERVES THE RIGHT TO LIMIT YOUR USE OF THE SITE AND/OR THE CONTENT OR TO TERMINATE YOUR ACCOUNT SHOULD THE COMPANY DETERMINE THAT YOU HAVE VIOLATED THESE TERMS OF USE AND SERVICE, OR THAT YOU HAVE VIOLATED ANY OTHER RULES OR CONDITIONS OF THE COMPANY. THE COMPANY RESERVES THE RIGHT TO REFUSE ACCESS TO THE SITE AND/OR THE COMPANY’S CONTENT, PRODUCTS AND/OR SERVICES TO ANYONE IN ITS SOLE DISCRETION. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY MAY, IN ITS SOLE DISCRETION, REFUND THE FEE CHARGED FOR ANY USE OF THE SITE AND/OR ANY CONTENT OR A PRO-RATA PORTION THEREOF CONSISTENT WITH THE COMPANY’S REFUND POLICY. THE COMPANY SHALL REFUSE ANY REFUND THIRTY (30) DAYS AFTER YOUR PAYMENT FOR USE OF THE SITE AND/OR ANY CONTENT, EITHER PURSUANT TO THE COMPANY’S CUSTOMER LICENSE AGREEMENT OR OTHERWISE, REGARDLESS OF THE REASON FOR DISRUPTION.

23. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL, LOST OF CAPITAL, COST OF REPLACEMENT SERVICES, OR CLAIMS FOR SERVICE INTERRUPTIONS OR TRANSMISSION PROBLEMS, OCCASIONED BY ANY DEFECT IN THE SITE, THE CONTENT, AND/OR RELATED MATERIALS, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT THERETO, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

24. You agree to indemnify and hold the Company and each of its directors, officers employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including reasonable attorney’s fees, arising out of or relating to (i) your breach of this Agreement, (ii) any violation by you of law or the rights of any third-party, (iii) any materials, information, works and/or other content of whatever nature or media that you post or share on or through the Site, (iv) your use of the Site or any services that the Company may provide via the Site, and (v) your conduct in connection with the Site or the services or with other users of the Site or the services. The Company reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide the Company with such cooperation as is reasonably requested by the Company.

25. The provisions of these Terms of Use and Service are for the benefit of the Company, its subsidiaries, affiliates and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

26. Applicable Laws and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You further submit to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

27. These Terms of Use and Service may be revised from time to time by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms of Use and Service to which you are bound.

Last Updated: November 2021