All of the lawyers on Legal Hero's network must agree to the following Network Participation Agreement before being admitted to the network.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE WEBSITE OR SERVICE OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE WEBSITE, THROUGH THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEBSITE, SERVICE OR CONTENT.

Last updated:  July 28, 2015

1.  Key Definitions

“Agreement” means all terms, conditions and notices contained or referenced in this Network Participation Agreement and all other Legal Hero rules, policies (including but not limited to our Privacy Policy and the Terms of Use) and procedures that may be published from time to time on the Website by Legal Hero.

“Content” means any content featured or displayed throughout the Website, including but not limited to text, documents, information, data, articles, blog posts, guidance, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features and other materials that are available on the Website.

“Legal Hero,” “our,” “we” and “us” means Legal Hero, Inc. as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents and employees.

“Network Participant” means a legal professional who, by submitting an application, receiving admission to its network by Legal Hero and agreeing to this Agreement, may use Legal Hero to collaborate and communicate with potential clients.

“Service” means all of the services provided by Legal Hero, including but not limited to all Content, services and products available through the Website. Legal Hero is not a law firm and does not provide a lawyer referral service.

“Website” means Legal Hero’s website located at legalhero.com, all subpages and subdomains and all content, services and products available through the Website.

2.  Term

The Network Participant agrees to abide by the terms of this Agreement for the period beginning on the date that this agreement was read and agreed to by such Network Participant until such date that this Agreement is terminated pursuant to Section 12 (the “Participation Period”).

3.  Relationship of the Parties

Legal Hero and the Network Participant acknowledge that there is no relationship between such parties other than as described in this Agreement and that nothing contained in this Agreement is intended to create an employment relationship, independent contractor relationship, partnership or joint venture between Legal Hero and the Network Participant. The Network Participant is free to accept engagements from third parties during the Participation Period. The Network Participant and its affiliates are not authorized to act or attempt to act, or to represent themselves, directly or by implication, as agents of Legal Hero or in any manner assume or create or attempt to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, Legal Hero or to bind Legal Hero in any manner.

4.  Legal Hero’s Role

Legal Hero provides a platform and Service for Network Participants and users of the Website and/or Service (“Users”) to facilitate and complete legal projects. Some projects are standardized for all Users (“Standard Projects”), while other are customized for each User (“Custom Projects” and, together with Standard Projects, “Projects”). Network Participants will decide which, if any, Standard Projects to opt in to and will receive the pre-determined fee for that Standard Project from the User. From time to time at the Network Participant’s discretion, the Network Participant may submit a bid (“Bid”) in response to a solicitation for an offer from a User on our Website to work as a consultant or contractor on a Custom Project for such User. Legal Hero is not involved in the actual transaction between Network Participants and Users for any Project and is not the agent of Network Participants except for the limited purpose of processing payments and has no agency authority for any other purpose, and is not the agent of the Users for any purpose.

5.  Network Participant Compliance with Laws

Network Participants must comply with any and all rules or laws governing the practice of law in their jurisdiction. Network Participants understand and agree that conflicts of interest may arise in connection with the representation of a User or the performance of a particular Project in which case they must disqualify themselves pursuant to the rules of professional conduct in their jurisdiction. Network Participants agree that they shall provide accurate information as to their identity, shall not provide legal advice on the Website but rather general information and shall adhere to all policies and terms of conditions as posted on the Website. Network Participants are solely responsible for ensuring that any information, solicitations or advertisements they post or place on the Website, and any communications they may have with prospective clients through the Website or Service, fully comply with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law, the confidentiality of client information and those regulating the form, manner or content of communications with clients, advertising or other matters. In addition to all applicable laws and rules of professional conduct to which a Network Participant is subject, all Network Participants agree to maintain the confidentiality of all client information provided to a Network Participant in connection with any Project, regardless of whether the Network Participant accepts such Project orestablishes an attorney-client relationship with the client that initiated said Project.

6.  Fees

The Network Participant agrees to accept payment of any fees from Projects (“Legal Fees”) through the Service. Network Participant shall not accept payment outside the Service for work or Projects the Network Participant first learned of or accepted through the Service. Legal Hero will terminate a Network Participant’s access to and use of the Website and Service if such Network Participant is found to be accepting payment outside the Service for work or Projects the Network Participant first learned of or accepted through the Service. Network Participants will also be responsible for reimbursing Legal Hero for the Legal Hero Fee (as defined below) that would otherwise have been due to Legal Hero for Projects learned of or accepted through the Service and for which such Network Participant accepted payment outside of the Service.

(a) Users may contract with the Network Participant to complete specified Projects. Such contracts are solely between the User and the Network Participant. Legal Hero will not be a party to any contracts for Projects submitted through our Service. Legal Hero facilitates these contracts by supplying a platform for document and communication management and payment tools through its Service.

(b) All Legal Fees are agreed upon by User and Network Participant in an engagement letter between User and Network Participant and will be paid to Network Participant pursuant to such engagement letter. No Legal Fees for Projects are to be split or shared between Network Participant and Legal Hero. Legal Hero may charge a fee (“Legal Hero Fee”) for each Project initiated through the Service in exchange for the transaction, technology and other non-legal services Legal Hero provides to Users. This Legal Hero Fee, if any, is separate and distinct from all Legal Fees, and is displayed to all Users as a separate amount.

(c) An applicable processing fee will be applied to payments of Legal Fees to Network Participants as well as to the reimbursement of filing fees and other disbursements. By agreeing to these terms, the Network Participant acknowledges and gives permission for this fee to be withheld from the amount deposited into the bank account of the Network Participant.

7.  Non-Disparagement

Network Participant agrees that, both during and after the Participation Period, he/she will not disparage Legal Hero, or its employees, Users, products, business or any affiliates.

8.  Indemnification

Network Participant shall defend, indemnify and hold harmless Legal Hero and each of its affiliates, shareholders, officers, directors, employees and agents, and each of their respective successors and assigns, from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising out of or relating to any breach of this Agreement or any alleged negligence, willful misconduct or professional malpractice of Network Participant in connection with services rendered by Network Participant to Users; provided that (i) Network Participant shall be notified promptly in writing of such claim, suit or cause of actions and (ii) Legal Hero shall cooperate reasonably with Network Participant, at Network Participant’s expense, in the defense, settlement or compromise of any such claim, suit or cause of action.

9.  Limitation of Liability

Legal Hero will not be liable to Network Participants or Users for any damages of any kind, including without limitation direct, indirect, incidental, punitive and consequential damages, arising out of or in connection with the Agreement, the Website, the Service, the inability to use the Service, or those resulting from any transactions entered into through the Service.

10.  Representations

Network Participant hereby represents, warrants and certifies that:

(a) such Network Participant is an attorney lawfully licensed and eligible to practice law in the jurisdiction(s) indicated in their application to the Legal Hero lawyer network (the “Network Application”) and in the profile it creates and maintains on the Website (a "Network Participant Profile");

(b) such Network Participant is in good standing in the legally recognized jurisdiction(s) in which he/she is lawfully licensed;

(c) such Network Participant is covered by professional liability insurance and will keep in force that coverage throughout the Participation Period. The Network Participant assumes all risk in connection with the adequacy of any and all such insurance; and

(d) all information provided by such Network Participant in the Network Application and the Network Participant Profile shall be accurate and truthful. If at any point such information is no longer accurate and truthful, the Network Participant agrees to immediately notify Legal Hero and correct or update the inaccurate information.

11.  Enforcement

Network Participant gives Legal Hero assurance that he/she has carefully read, considered and understands all the terms and conditions of this Agreement.

12.  Termination

The Participation Period and this Agreement may be terminated by the Network Participant at any time upon written notice to Legal Hero. Legal Hero, in its sole discretion, may terminate this Participation Agreement, access to the Website or the Service immediately, without notice and for any reason. At any time that a Network Participant is no longer licensed or authorized to practice law or is no longer maintaining professional liability insurance, such Network Participant must immediately cease usage of the Website and the Service and must immediately notify Legal Hero. If there is a decrease in the amount of, or a change in any other material term in, a Network Participant’s professional liability insurance, the Network Participant agrees to immediately notify Legal Hero of such change.

13.  Effect of Termination

On termination of the Participation Period and this Agreement, the Network Participant shall receive payment for any Legal Fees earned prior to termination, but not yet paid, with respect to a completed Project, with the completion of the Project to be determined by Legal Hero in its sole and exclusive discretion after consultation with the Network Participant and User. Legal Hero shall have no further obligations to the Network Participant under this Agreement.

14.  Survival

Provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Network Participant under Sections 7, 8, 9, 10 and 11 hereof and any liability of the Network Participant for any breach thereof.

15.  Assignment

Neither Legal Hero nor the Network Participant may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that Legal Hero may assign its rights and obligations under this Agreement without the consent of the Network Participant in the event that Legal Hero shall hereafter effect a reorganization, consolidate with, or merge into, an affiliate or any person, or to any affiliate. This Agreement shall inure to the benefit of and be binding upon Legal Hero and the Network Participant, and their respective successors, executors, administrators, heirs and permitted assigns.

16.  Severability

If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17.  Waiver

No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

18.  Notices

Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) the next business day following consignment for overnight delivery to a reputable national or overnight courier service or three business days following deposit in the United States mail, postage prepaid, registered or certified, and addressed to the Network Participant at the address or electronic mail address provided by such Network Participant in its Network Participant Profile or, in the case of Legal Hero, to 79 Madison Avenue, 2nd Floor, New York, NY 10016, attention Director of Legal Operations or to legal@legalhero.com, or to such other address as a party may specify by notice to the other actually received.

19.  Modification of Network Participation Agreement

Legal Hero reserves the right, at our sole discretion, to amend this Network Participation Agreement at any time and will update this Network Participation Agreement in the event of any such amendments.  Upon any changes in this Network Participation Agreement, we will post the amended agreement on the Website.  Your continued use of the Website and/or the Service following such notification shall constitute your affirmative acknowledgement of the amendment or modification of the Network Participation Agreement, and your agreement to continue to abide and be bound by the Network Participation Agreement, as amended or modified.  If at any time you choose not to accept this Network Participation Agreement, including following receipt of notification of any modifications made hereto, please do not use the Website or the Service.

20.  Entire Agreement

This Agreement in combination with all policies and guidelines of the Website, which are hereby incorporated by reference, constitute the entire agreement between the parties and supersede all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Network Participant gaining access to the Website and the Service.

21.  Headings and Counterparts

The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

22.  Governing Law and Consent to Jurisdiction

This is a New York contract and shall be construed and enforced under and governed in all respects by the laws of the State of New York, without regard to the conflict of laws principles thereof. With respect to any action or claim arising out of or relating to this Agreement, the Network Participant and Legal Hero hereby expressly and irrevocably (a) agree and consent to be subject to the nonexclusive jurisdiction of the federal and state courts located in the State of New York; (b) agree not to bring any action related to this Agreement in any other court (except to enforce the judgment of such courts); (c) agree not to object to venue in such courts or to claim that such forum is inconvenient and (d) agree that notice or the service of process in any proceeding shall be properly served or delivered in the manner contemplated by Section 18 of this Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS NETWORK PARTICIPATION AGREEMENT AND WILL BE BOUND BY THIS NETWORK PARTICIPATION AGREEMENT.