Welcome to the Terms of Service (“Terms”) for the website, talkcounsel.com (“Website”), operated by TalkCounsel (“Company”, “we”, or “us”), a Delaware limited liability company. The Website and any content, tools, features, and functionality offered on or through our Website are collectively referred to as the “Services.”

1. ACCEPTANCE OF TERMS

By registering for an account, accessing, or using the Services, you agree to be bound by these Terms. You must indicate your acceptance of these Terms by checking the box provided during the registration process. If you do not agree to these Terms, you may not use the Services.

A copy of these Terms is always available via a prominent link in the website footer and on the registration pages.

2. WHO MAY USE THE SERVICES

You must be at least eighteen (18) years of age and capable of forming a binding contract under applicable law to use the Services. By using the Services, you represent and warrant that you meet these requirements.

Minors: The Services are not intended for individuals under the age of eighteen (18). If you are under 18, you may not use the Services. We do not knowingly collect information from children under 13. If we become aware that a child under 13 has provided us with personal information, we will take steps to delete such information.

3. PRIVACY POLICY

We take your privacy seriously and handle your personal information in accordance with our Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy is accessible via a prominent link on the Website.

4. RIGHTS AND RESTRICTIONS ON USE

4.1 Right to Use Services

We grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for their intended purpose: (a) if you are a client, to post legal jobs and review attorney proposals; (b) if you are an attorney, to submit proposals for legal jobs and communicate with clients. All use must comply with these Terms and applicable law.

4.2 Restrictions on Use

You may not, unless expressly permitted by these Terms or applicable law:

• Download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files automatically cached by your web browser for display purposes.
• Duplicate, decompile, reverse engineer, disassemble, or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same.
• Use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services.
• Use automation software (bots), hacks, modifications (mods), or any other unauthorized third-party software designed to modify the Services.
• Exploit the Services for any commercial purpose other than as expressly permitted.
• Access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party’s access to or use of the Services.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services, or the computer systems or networks connected to the Services.
• Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services.
• Use any robot, spider, crawler, scraper, or other automatic device, process, software, or queries that intercept, “mine,” scrape, extract, or otherwise access the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same.
• Introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems.
• Submit, transmit, display, perform, post, or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable.
• Use the Services for illegal, harassing, bullying, unethical, or disruptive purposes.
• Violate any applicable law or regulation in connection with your access to or use of the Services.
• Access or use the Services in any way not expressly permitted by these Terms.

4.3 Platform-Only Payments and Communications

All payments and communications between clients and attorneys must be conducted exclusively through the TalkCounsel platform. TalkCounsel will not be held liable for any payments made by a client to an attorney outside of the platform. If a client and attorney who met through TalkCounsel wish to transact or communicate outside of the platform, both parties must notify TalkCounsel in writing prior to doing so.

4.4 Prohibited Conduct and Enforcement

TalkCounsel reserves the right, in its sole discretion, to deactivate, suspend, disable, or delete any client or attorney account at any time and for any reason, including but not limited to breach of these Terms, attempts to circumvent the platform for payments or communications, or any conduct deemed harmful to the integrity of the platform. If your account is deleted for breach of these Terms, you are prohibited from re-registering for the Services under a different name. In the event of account deletion for any reason, TalkCounsel may, but is not obligated to, delete any of your content.

5. OWNERSHIP AND CONTENT

5.1 Ownership of the Services

The Company owns all rights, title, and interest in and to the Services, including all content, software, and materials provided through the Website, except for content posted by users. The “look and feel” (e.g., text, graphics, images, logos) and all proprietary content are protected under copyright, trademark, and other intellectual property laws.

5.2 Trademarks

The Company’s name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. Other names and logos appearing on the Services are the property of their respective owners.

5.3 User Content License Grant

By posting content (including job postings, proposals, or communications) to the Website (“Your Content”), you grant the Company a non-exclusive, worldwide, royalty-free, transferable, sub-licensable, and irrevocable (for so long as Your Content is stored with us) license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes) Your Content solely as required to operate and provide the Services. You agree that other users may comment on or tag Your Content and use it as part of their own use of the Services, except for content you post privately for non-public display. You represent and warrant that you have all rights necessary to grant these rights and that Your Content does not violate any third-party rights.

To the fullest extent permitted by law, the Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice.

5.4 Feedback

We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). By submitting Feedback, you grant us the right to use it without restriction or compensation. All Feedback becomes the sole and exclusive property of the Company.

6. THIRD-PARTY SERVICES AND MATERIALS

The Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third-Party Materials”) or provide links to third-party websites. The Company is not responsible for the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. Third-Party Materials and links are provided solely as a convenience to you.

7. SMS MESSAGING AND PHONE CALLS

Certain portions of the Services may allow us to contact you via telephone or text messages. You agree that the Company may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any offerings. You may opt out of receiving text messages from us at any time, either by texting the word “STOP” to (833) 607-2399 using the mobile device that is receiving the messages, or by contacting us at hello@talkcounsel.com.

8. ARBITRATION AND DISPUTE RESOLUTION

8.1 Arbitration Agreement

Except as otherwise provided below, you and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services will be resolved by binding individual arbitration, rather than in court.

8.2 30-Day Opt-Out

You may opt out of this arbitration agreement by sending written notice to hello@talkcounsel.com within thirty (30) days of first accepting these Terms. If you do not opt out within this period, you waive your right to opt out of arbitration.

8.3 Exceptions

Either party may bring claims in small claims court or seek injunctive or equitable relief for intellectual property infringement or misuse.

9. DISCLAIMERS

Your access to and use of the Services are at your own risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by law, the Company and its affiliates disclaim all warranties and conditions, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Services will be uninterrupted, secure, or error-free, or that any defects will be corrected.

No advice or information, whether oral or written, obtained from the Company or through the Services, will create any warranty not expressly made herein.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by law, the Company’s total liability to you for any claims arising out of or relating to the Services shall not exceed the greater of two hundred dollars ($200.00) or the amount you paid to the Company in the past six (6) months for the Services giving rise to the claim. In no event will the Company be liable for any indirect, special, exemplary, incidental, consequential, or punitive damages, or for any loss of use, data, or profits, business interruption, or other damages or losses, arising out of or related to your use or inability to use the Services.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, and expenses (including attorneys’ fees) arising out of or relating to your use of the Services, your violation of these Terms, your violation of any rights of a third party, your misuse of the Services, or your negligence or willful misconduct. The Company reserves the right to control the defense and settlement of any claim subject to indemnification.

12. MODIFICATIONS TO TERMS

We may update these Terms from time to time. For material changes, we will provide notice to users by email and/or by requiring acceptance of the new Terms upon your next login. At a minimum, we will post a prominent notice on the homepage and registration pages for at least thirty (30) days after any material changes. Non-material changes will be effective upon posting. Your continued use of the Services after such changes constitutes your acceptance of the new Terms. No amendment will apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

13. TERMINATION

We may suspend or terminate your access to the Services at any time for any reason, including for violation of these Terms. Upon termination, your right to use the Services will immediately cease. All sections which by their nature should survive termination shall continue in full force and effect.

14. INJUNCTIVE RELIEF AND LIQUIDATED DAMAGES

You agree that a breach of these Terms may cause irreparable harm to the Company for which monetary damages may be inadequate, and the Company may seek equitable relief (including injunctive relief) without bond, other security, or proof of damages, in addition to any other remedies.

You further agree that, due to the difficulty in ascertaining damages, you will pay the Company two hundred U.S. dollars (US$200.00) for each material breach of these Terms as liquidated damages.

15. MISCELLANEOUS

• a) Assignment: These Terms and the licenses granted hereunder may be assigned by the Company, but may not be assigned by you without the prior express written consent of the Company.
• b) Section Headings: The section headings used herein are for reference only and shall not have any legal effect.
• c) Severability: If any provision of these Terms is found to be unlawful, void, or unenforceable, the remaining provisions will remain in effect.
• d) Waiver: No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
• e) Where Services are Operated: The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.
• f) Governing Law: These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Any disputes arising out of or relating to these Terms or the Services will be resolved in the state or federal courts located in Delaware, unless subject to arbitration as set forth above.

16. CALIFORNIA RESIDENTS

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

17. CONTACT US

You may contact us regarding the Services or these Terms at: (833) 607-2399 or hello@talkcounsel.com.