Updated November 9, 2016.
We are going to define a few words here and throughout this agreement in order to be able to easily reference some basic concepts. These terms and conditions constitute the "Terms of Service”. Priori Legal, Inc. d/b/a Priori, Inc. (which will be referred to as "Priori", "we", "us", "our"). Our website, www.priorilegal.com and www.priori.com, will be referred to as the "Site" and all the services offered by us to you will be referred to as the "Platform Services". The lawyers we connect you with through the Platform Services will be referred to as “Participating Platform Lawyers”.
- Priori is not a law firm. While certain members of our staff are lawyers, they are not practicing law at Priori and cannot render any legal services to you. The Participating Platform Lawyers are not employees, consultants or agents of Priori.
- We help you connect with Participating Platform Lawyers, but Priori does not give legal advice. We are here to help you connect with Participating Platform Lawyers, but Priori will never provide legal advice or any other legal analysis or assessment of your legal needs or requests.
- Priori is not a lawyer referral service and we do not recommend any specific lawyer. Priori is not a legal referral service. While work hard to select and vet the Participating Platform Lawyers, we do not recommend any specific lawyer or Participating Platform Lawyer for any specific legal request. You acknowledge and agree that Priori does not select, endorse or recommend any individual lawyer or Participating Platform Lawyer.
Basics of the Platform Services
In connection with using the Platform Services to learn more about the Participating Platform Lawyers, schedule appointments with those Participating Platform Lawyers, and use Priori’s billing and payment services, you understand that:
- When registering for the Platform Services, you will provide to us your basic contact information (including name, address, email address, phone number). If you are using the Platform Services to request a lawyer, you will also provide us with a brief description of the type of legal advice you are seeking.
- If you are using the Platform Services to request a lawyer and we are able to provide you with Platform Services, we will give you a list, based solely on the information you provide us, of Participating Platform Lawyers, screened by us, who may be able to provide you with the legal advice (the "Legal Services") that you are seeking and fees we previously negotiated. Ultimately, you are responsible for choosing your own lawyer, whether through Priori or elsewhere. If you hire any Participating Platform Lawyer who appears on a list sent to you by Priori within five (5) years of the date the list is sent, you must hire that lawyer through the Platform Services, unless if you had previously been introduced to that lawyer outside of the Platform Services.
- In order to allow us to assist you most efficiently, you agree to respond to all inquiries from us promptly.
- We may offer a variety of programs to connect you with counsel to meet your legal needs. The terms of these programs will be described on the Site and any such terms or policies that apply to such programs are incorporated into these Terms of Service. If you sign-up for such a program, you agree to abide by any terms, conditions and policies that may apply to such program.
- We may not be able to provide the Platform Services for every legal matter. We reserve the right, in our sole discretion, not to provide Platform Services for any specific legal matter.
- You will make any and all payments for Legal Services and Platform Services, including, for the avoidance of doubt, all billing and payment services, through our Site. Although you will pay for both the Platform Services and Legal Services through our Site, you will see separate fees for the two distinct services. Your legal matter will be billed using American Bar Association standard billing codes, which we shall use for tracking purposes. We will not see the bill descriptions of your legal matter.
Your Priori Account
- Payments. Any Platform Services that you must pay for will be referred to as "Paid Services". The “Payment Terms” govern any Paid Services.
- Current Information Required.
UNLESS A PARTICULAR PARTICIPATING PLATFORM LAWYER HAS AFFIRMATIVELY INDICATED OTHERWISE VIA THE SITE: (i) YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR THE PAYMENT ACCOUNT LINKED TO YOUR PLATFORM SERVICES ACCOUNT (YOUR "BILLING ACCOUNT"), (ii) YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), (iii) YOU MUST PROMPTLY NOTIFY US IF YOUR CHOSEN PAYMENT PROVIDER (YOUR "PAYMENT METHOD)" IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD, and (iv) YOU MUST MAKE ANY CHANGES TO SUCH INFORMATION THROUGH YOUR ACCOUNT PROFILE.IF A PARTICIPATING PLATFORM LAWYER HAS NOT AFFIRMATIVELY INDICATED THAT THE FOREGOING INFORMATION IS NOT REQUIRED FOR YOU AND YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES.
- Eligibility. You represent and warrant that you are at least 18 years of age and are fully authorized to enter into this Agreement. If you are representing a larger business entity (your "Entity"), you also represent and warrant that you are fully authorized to enter into this Agreement on behalf of your Entity. If you are under age 18, you may not, under any circumstances or for any reason, use the Platform Services. We may, in our sole discretion, refuse to offer the Platform Services to any person or Entity and change its eligibility criteria at any time. You are solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to you and the right to access the Platform Services is revoked where this Agreement or use of the Platform Services is prohibited or to the extent that offering, sale or provision of the Platform Services conflicts with any applicable law, rule or regulation. Further, the Platform Services are offered only for your use, and not for the use or benefit of any third party unrelated to you or your Entity.
- Registration. To sign up for the Platform Services, you must register for an account on the Platform Services (an "Account"). You must provide accurate and complete information and keep your Account information updated. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another entity’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Platform Services, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
- Key Terms. For purposes of this Agreement, the term "Content" includes, without limitation, information, data, text, photographs, videos, audio clips, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Platform Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
- User Content. All Content submitted to the Platform Services by users (collectively "User Content") is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. We may use and distribute your User Content solely to provide Platform Services on your behalf. If any of your User Content is subpoenaed, we shall give you prior notice in order for you to be able to contest such subpoena order.
- Prohibited Content. You agree that you will not under any circumstances transmit any Content or User Content that (i) is unlawful or promotes unlawful activities; (ii) defames, harasses, abuses, threatens or incites violence toward any individual or group; (iii) is pornographic, discriminatory or otherwise victimizes or intimidates any individual group on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; (iv) is spam, constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation or any form of lottery or gambling; (v) contains or installs any viruses, worms, malware, trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; (vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights; (vii) impersonates any person or entity, including any employee or representative of Priori; or (viii) violates the privacy of any third party.
- Notices and Restrictions. The Platform Services may contain Content specifically provided by us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Platform Services.
- Use License. Subject to this Agreement, we grant each user of the Platform Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Platform Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Platform Services is expressly prohibited without prior written permission from us.
- Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Platform Services. We reserve the right to, but do not have any obligation to, (i) edit or modify any Content, excluding User Content, in our sole discretion, at any time, without notice to you and for any reason, or for no reason at all and (ii) to remove or block any Content from the Platform Services.
Participating Platform Lawyers
- Participating Platform Lawyers are legal professionals who may perform Legal Services for you. They operate independently from Priori.
- The Participating Platform Lawyers do not share fees with Priori.
- All Participating Platform Lawyers have represented and warranted to Priori that they have at least five years of legal experience and carry a mandatory minimum of malpractice insurance, unless otherwise indicated.
- Each Participating Platform Lawyers completed an online application, face-to-face in-person interview, and reference checks.
- Though an attorney-client relationship between a you and a Participating Platform Lawyer may be formed through the use of the Platform Service, use of the Platform Services does not automatically form an attorney-client relationship between you and any Participating Platform Lawyer.
Third Party Services
- The Platform Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Platform Services.
- When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources.
- You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
- If you wish to terminate your Account, you may do so at any time by following the instructions on the Site or through the Platform Services.
- We may terminate your access to all or any part of the Platform Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Priori account.
- Any termination of your Platform Services has no effect on the provision of Legal Services between you and your Participating Platform Lawyer or the attorney-client relationship between you and your Participating Platform Lawyer. Further, such a termination would not affect your access to or ownership of any attorney-client communications between you and your Participating Platform Lawyer or documents created by your Participating Platform Lawyer.
- Any fees paid hereunder are non-refundable. You remain obligated to pay any fees accrued but not yet paid at the time of termination.
- All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
When a legal need arises, you can request legal services by entering the required information through the Platform Services on the Site and we will contact you within twenty-four (24) hours or one business day of your inquiry with a list of available Participating Platform Lawyers and pricing estimates. If we cannot provide the Platform Services, we will let you know that as well.
If you are using the Platform Services to find, interview and ultimately work with a lawyer, each of the Participating Platform Lawyers that we connect you with have guaranteed to us that the rates they offer to Priori clients, including the Management Fee, represent at least a 17.5% discount from their usual and customary rates. If you connected with the Participating Platform Lawyer outside of the Platform Services for a specific matter and are solely using the Platform Services for billing and payments with respect to that matter, neither the Participating Platform Lawyer nor Priori makes any guarantees or warranties as to the billable rate for that matter. For each request for Legal Services, you may choose to schedule one or more free consultations to discuss your request with Participating Platform Lawyers. This consultation is always free of charge.After your free consultation, your fee arrangement for that Participating Platform Lawyer may change from the pricing initially agreed to.
Until you agree to work with a Participating Platform Lawyer, you have no obligation – financial or otherwise – to the Participating Platform Lawyer and no Paid Services are owed to Priori.
For any bill related to Legal Services, each of the following types of fees, if applicable, will be displayed separately on your bill: Legal Fees, out-of-pocket expenses of your Participating Platform Lawyer in connection with your Legal Services (“Disbursements”), Priori’s monthly management fee (the "Management Fees and any payment processing fees charged by our third party payments provider.
If you, your company or any of your respective affiliates enter into any employment relationship with your Participating Platform Lawyer within three (3) years of working with such Participating Platform Lawyer through the Site, you agree to pay us the greater of $30,000 or 25% of first year’s pay, including bonuses, within thirty (30) days of the commencement of such employment relationship (the "Recruiting Fee"). For the avoidance of doubt, no Recruiting Fee shall ever apply to matters performed by Participating Platform Lawyers through the Site.
- Priori may from time-to-time provide programs that offer pre-paid or different billing arrangements with Participating Platform Attorneys for Paid Services. The terms of any such programs will be described on the Site, including any special or recurring payment options and whether or not a separate Management Fee applies. Unless otherwise described on the Site, you acknowledge that (i) any pre-paid fees are non-refundable and non-creditable to future billing periods if the applicable services are not used within such billing period and (ii) any such special programs shall apply only to Legal Fees and/or Management Fees, and shall not include any Disbursements that may be incurred, which will be billed separately.
- We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your Account on the Platform Services (your "Billing Account") for use of the Paid Services.
- By making use these payment services on the Site you agree to be bound by Stripe's Connected Account Agreement [https://stripe.com/connect/account-terms] and hereby consent and authorize us to delegate the authorizations and share the information you provide to us with our third party service provider to the extent required to provide the Payment Services to you.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Reaffirmation of Authorization.
- Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service.
- We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you.
- If you are engaged in an active representation with a Participating Platform Lawyer and we do not receive payment from you or hear from you by the 21th day of a month in which you receive any given bill, we will automatically charge your Payment Method for the amount due on that Paid Service.
- If you are engaged in an active representation with a Participating Platform Lawyer for which a Disbursement greater than or equal to $250 has been invoiced and we do not receive payment from you or hear from you by the 14th day after receiving such invoice, we will automatically charge your Payment Method for the amount due.
- Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
You release us from all liability from having acquired or not acquired the Platform Services or Legal Services. You release us from all liability arising from any claims regarding your relationship with your Participating Platform Lawyer and the Legal Services you obtain from your Participating Platform Lawyer, including but not limited to any and all malpractice claims. We make no representations concerning any Content, Platform Services contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Platform Services. We make no representations concerning any aspect of Legal Services by any Participating Platform Lawyer whose profile or name we give you, including quality of such Legal Services.
THE PLATFORM SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE PLATFORM SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT AVAILABLE AT OR THROUGH THE Platform Services IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. YOUR USE OF THE Platform Services IS SOLELY AT YOUR OWN RISK.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Platform Services, Legal Services, Content, or otherwise from your User Content, or violation of this Agreement, provided that any indemnity in this Section 9 with regard to Legal Services excludes any aspect of the Legal Services that Priori does not and cannot access, including but not limited to privileged communications between you and your Participating Platform Lawyer. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE Platform Services (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) the greater of (A) fees paid to us for the particular Platform Services during the immediately previous three (3) month period or (B) $500.00.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
We reserve the right, in our sole discretion, to modify or replace any of this Agreement, or change, suspend, or discontinue the Platform Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Platform Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Platform Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check this Agreement periodically for changes. Your continued use of the Platform Services following notification of any changes to this Agreement constitutes acceptance of those changes.
- Contact. You may contact us that the following address: Priori Legal, Inc. 151 West 25th Street, 11th Floor, New York, NY 10001
- Entire Agreement and Severability. This Agreement is the entire agreement between you and us with respect to the Platform Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Platform Services. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- Assignment. This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without your consent.
- Agency. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
- Notices. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to firstname.lastname@example.org.
- No Waiver. Our failure to enforce any part of this Agreement shall not constitute a waiver of our right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with this Agreement to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
- Headings. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.