OpenLaw

1. Agreement to These Terms

These Terms of Service (these “Terms,” this “Agreement,” or these “Terms of Use”) are a binding contract between OpenLaw, Inc. (“OpenLaw,” “Company,” “we,” “us,” or “our”) and you, the person, firm, or organization that visits or uses the Website or the Service (“User,” “you,” or “your”). They govern your access to and use of the Website and the Service. OpenLaw, Inc. is the operator of openlaw.com and is also the company behind the Lexi platform; these Terms govern the openlaw.com marketplace and related services described below.

By creating an account, clicking a button or checking a box indicating acceptance, or by accessing or using the Website or the Service, you agree to these Terms and to the OpenLaw Privacy Policy, which is incorporated by reference. If you accept on behalf of a company or organization, you represent that you are authorized to bind that entity. If you do not agree, do not use the Service. We keep a record of each acceptance, including the accepting user, account, date, time, and version accepted. We present these Terms for your review and require you to affirmatively accept them when you create your account, and to re-accept them when we make material changes (see Section 28).

2. Definitions

The following terms have specific meanings throughout this Agreement:

1. “Service” means the services provided by OpenLaw, including without limitation access to OpenLaw’s online community, communication tools, document management and storage, and payment and invoicing services. OpenLaw does not provide an attorney referral service and does not serve as an employment agency. We provide a venue for Users to meet and exchange information with Consultant Users.
2. “Website” means OpenLaw’s website at openlaw.com, all subpages and subdomains, and all content, services, and products available at or through it.
3. “Consultant Users” means registered users in the legal field who may communicate with and provide contracting or consulting work to Legal Clients or to fellow Consultant Users through the Service. Consultant Users are not employees or agents of OpenLaw.
4. “Legal Clients” means (1) Users who submit requests for proposals from Consultant Users for legal services for a fee (“Jobs”), and (2) Users who contract with Consultant Users for additional work. A User may be a Legal Client, a Consultant User, both, or neither.
5. “User-Generated Content” means any content a User posts, uploads, transmits, or otherwise makes available through the Website or the Service.
6. “Bid” means a Consultant User’s proposal submitted in response to a Job.

3. About the OpenLaw Service

The OpenLaw Service is a platform for collaboration and communication between legal professionals and those seeking legal assistance. It provides access to a community of Consultant Users, collaboration and communication tools, document management and storage, and payment and invoicing tools.

3.1 OpenLaw is not a law firm

OpenLaw does not offer legal representation, legal advice, legal opinions, recommendations, referrals, or counseling. Consultant Users are not employees or agents of OpenLaw, and OpenLaw is not involved in agreements between Users or in the representation of any User. OpenLaw is not liable for the acts or omissions of any Consultant User.

3.2 Not a referral service or employment agency

OpenLaw is not an attorney referral service or employment agency and does not select or endorse any Consultant User to service a Legal Client. While OpenLaw uses commercially reasonable efforts to confirm that registered Consultant Users are licensed attorneys, OpenLaw makes no warranty, guarantee, or representation as to the legal ability, competence, quality, qualifications, or insurance coverage of any Consultant User. Legal Clients are encouraged to research any Consultant User before accepting professional advice.

3.3 No guarantee of results

Reviews submitted by Legal Clients do not constitute a guarantee, warranty, or prediction regarding the outcome of any legal matter. OpenLaw has no responsibility or liability for any User-Generated Content or legal advice encountered on or through the Website, and any reliance on it is solely at your own risk.

3.4 No attorney–client relationship with OpenLaw

Use of the Service does not create an attorney–client relationship with OpenLaw. Any attorney–client relationship must be formed in writing between a Consultant User and a Legal Client, as further described in Section 7. Communications through OpenLaw may not be treated as confidential or privileged as to OpenLaw.

4. AI-Assisted Features; Professional Responsibility

4.1 AI features

Certain features of the Service may use artificial intelligence to assist with tasks such as drafting, summarizing, organizing, or searching content (“AI Features”), including features provided through OpenLaw’s Lexi technology. AI Features rely on third-party model providers and may produce output that is inaccurate, incomplete, or outdated (“Output”).

4.2 Output is a draft, not advice

ALL OUTPUT IS PROVIDED SOLELY AS A DRAFT AND STARTING POINT. OUTPUT IS NOT LEGAL ADVICE, IS NOT A LEGAL OPINION, AND MUST NOT BE RELIED UPON OR FILED WITHOUT INDEPENDENT REVIEW AND VERIFICATION BY A LICENSED ATTORNEY. Consultant Users are solely responsible for reviewing, verifying, and exercising independent professional judgment over any Output before relying on it, providing it to a client, or filing it.

4.3 Professional responsibility

Users who are legal professionals remain solely responsible for compliance with their applicable rules of professional conduct, including duties of competence, confidentiality, supervision, and candor, and for all deadlines and limitations periods, regardless of any reminder, calendaring, or AI Feature.

4.4 No model training on your content

OpenLaw does not use the content you submit through AI Features to train artificial-intelligence models, and contractually requires the same of its AI sub-processors.

5. User Responsibilities and Account Security

You alone are responsible for your account and for everything that happens while you are signed in. You must create a unique username and password, maintain the security of your credentials, and you are fully responsible for all activity that occurs under your account. You agree to notify OpenLaw immediately at support@openlaw.com of any unauthorized use of your account or any other breach of security. OpenLaw is not responsible for losses arising from unauthorized use of your devices or account.

5.1 Relationship with Consultant Users

Because OpenLaw cannot guarantee the fitness of any Consultant User for your needs, Legal Clients are encouraged to research any Consultant User and may request a written engagement agreement specifying the scope, limitations, and conditions of the representation.

5.2 No reliance on User-Generated Content

User-Generated Content (such as blog posts and public answers) is for informational purposes only, is not a substitute for professional legal advice, and is not regulated by any bar association. You should not delay or forgo seeking legal advice based on it.

5.3 Your representations

You represent and warrant that: (i) you have authority and are of legal age to bind yourself (and any entity for which you act) to this Agreement; (ii) your use of the Service will be solely for permitted purposes; (iii) your use will not infringe or misappropriate any third party’s intellectual property rights; and (iv) your use will comply with all applicable laws, rules, and regulations and all OpenLaw policies.

6. Use and Conduct Restrictions

You agree not to misuse the Service. The following are prohibited.

6.1 Prohibited Content

You will not transmit any content (including software, text, images, or other information) that:

• is unlawful or promotes unlawful activity;
• defames, harasses, abuses, threatens, or incites violence toward any individual or group;
• is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• is spam, machine- or randomly-generated, or constitutes unauthorized advertising, chain letters, other unauthorized solicitation, or any lottery or gambling;
• contains or installs viruses, worms, malware, Trojan horses, or other content designed to disrupt, damage, or limit any software, hardware, or telecommunications equipment, or to gain unauthorized access to data;
• infringes any proprietary right of any party, or is collected or used without the necessary consents; or
• is otherwise objectionable or restricts any other person from using or enjoying the Service.

6.2 Prohibited Conduct

You will not: (a) use the Service to violate the legal rights of others or applicable law; (b) reverse engineer, decompile, or attempt to extract source code from the Service except as permitted by law; (c) access the Service to build a competing product or copy its features or interface; (d) use bots, scrapers, or other automated means to access or harvest data except as expressly permitted; (e) interfere with or disrupt the integrity or performance of the Service; or (f) attempt to gain unauthorized access to the Service or related systems.

6.3 Eligibility — Users Must Be Over Age 18

The Service is not directed to anyone under 18. By using the Service, you represent that you are at least 18 years old and able to form a binding contract.

6.4 No Liability for User Interactions

OpenLaw is not responsible for the conduct of any User, online or offline. You are solely responsible for your interactions with other Users. OpenLaw may, but has no obligation to, monitor or mediate disputes between Users.

6.5 Right to Terminate Accounts

OpenLaw may, in its sole discretion and without notice or liability, suspend or terminate any account or refuse current or future use of the Service for any User who violates this Agreement or applicable law, or as OpenLaw otherwise deems appropriate.

7. Consultant Users

Consultant Users are independent legal professionals who offer consulting services to prospective Legal Clients. They are not employees of OpenLaw.

7.1 No attorney–client relationship through Website use

Use of the Website does not form an attorney–client relationship with a Consultant User. Information posted or made available on or through the Website — including responses to posted legal questions, guides and documents, publicly posted information, or unsolicited messages — is User-Generated Content, is not legal advice, is not confidential, and does not create an attorney–client relationship.

7.2 Attorney–client relationship through Service use

An attorney–client relationship may be formed through the Service between a Legal Client and a Consultant User only. Legal Clients may post Jobs; Consultant Users may submit Bids and negotiate details prior to acceptance. Upon acceptance, the scope of representation is strictly limited to the matter agreed in the Bid unless the parties formalize their arrangement in a signed engagement letter or other written agreement, which then takes precedence. A Bid is not a substitute for a consultation with an attorney licensed in your jurisdiction. OpenLaw uses commercially reasonable efforts to keep Bids and personal messages private but cannot guarantee confidentiality; communications requiring confidentiality should take place outside the Service.

7.3 Consultant User responsibilities

Consultant Users are solely responsible for ensuring that any information, solicitations, advertisements, or communications they post or send through the Website or Service fully comply with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and the form, manner, and content of communications, advertising, and client solicitation.

8. Payment of Consultant Users

OpenLaw does not provide legal services and does not charge for legal services. Payments made to Consultant Users through OpenLaw’s billing platform are transferred to the Consultant User’s payment account, less applicable service and processing fees (for example, credit card fees).

8.1 Payments on platform

As a Consultant User, you agree to process all retainers, invoices, and amounts billed to any Legal Client (“Payments”) on the OpenLaw platform, even if a Legal Client requests a different matter than the Job posted via OpenLaw. If a Legal Client is unwilling or unable to pay via OpenLaw, the Consultant User agrees to notify OpenLaw of the new payment arrangement. Processing Payments outside the Service without notice may constitute a breach of these Terms and of the Disintermediation Policy in Section 11.

8.2 OpenLaw membership subscription

Certain features may require a paid subscription. Subscription fees, billing frequency, and renewal terms are presented at sign-up or on an order form and are subject to the billing terms presented at purchase.

8.3 Promotional codes and credits

OpenLaw may offer promotional codes or credits subject to additional terms disclosed at issuance. Promotional codes and credits have no cash value, may not be transferred or combined unless stated, may expire, and may be withdrawn or modified at any time. They may not be used in a manner that is fraudulent or otherwise violates these Terms.

9. Payment and Transactions

OpenLaw uses third-party payment processors to enable payments between Legal Clients and Consultant Users and to bill subscription and platform fees. By providing payment information, you authorize OpenLaw and its processors to charge the applicable amounts and you represent that you are authorized to use the payment method. You are responsible for all charges incurred under your account and for any applicable taxes. OpenLaw is not a bank, money transmitter, or fiduciary, and funds held in connection with the Service are not deposits and do not earn interest. Fees are non-refundable except as expressly stated in these Terms or as required by law.

10. Contingent Recruiting

If a Legal Client employs any Consultant User as a full-time employee, the Legal Client will pay OpenLaw a fee equal to the Consultant User’s first-year salary under that employment multiplied by the “Recruiting Fee Percentage.”

The Recruiting Fee Percentage is: (a) twenty-five percent (25%) if the Consultant User becomes a full-time employee within twelve (12) months of the Effective Date; or (b) ten percent (10%) if the Consultant User becomes a full-time employee more than twelve (12) months after the Effective Date.

11. Disintermediation Policy and Fees

The parties acknowledge that OpenLaw expends substantial labor and effort to connect Legal Clients with Consultant Users. Except as expressly permitted in this Agreement, the Legal Client represents and warrants that it will not circumvent or attempt to circumvent OpenLaw or this Agreement, or procure legal services from a Consultant User outside the OpenLaw platform, without OpenLaw’s prior written consent.

Should a Legal Client breach this warranty, the Legal Client shall pay OpenLaw a one-time fee equal to the greater of: (1) twenty-five percent (25%) of the Consultant User’s estimated annual compensation from the Legal Client; or (2) $12,500. Upon payment, OpenLaw will provide written consent for the Consultant User to provide legal services to that Legal Client off the platform. This Section does not apply to a Legal Client with a demonstrable history of obtaining legal services from the Consultant User prior to the connection made through OpenLaw.

12. Your Content and Data

12.1 Your content is yours

As between you and OpenLaw, you retain all rights in the documents, messages, files, and other materials you submit to or generate through the Service (“Your Content”), including any Output generated for you. OpenLaw does not claim ownership of Your Content.

12.2 License to operate the Service

You grant OpenLaw a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process Your Content solely to provide, secure, support, and improve the Service, to enable the interactions you direct (such as transmitting a Bid or message to another User), and as otherwise permitted by these Terms and the Privacy Policy. No model training is performed on Your Content, as described in Section 4.4.

12.3 Responsibility for Your Content

You are solely responsible for the accuracy, quality, legality, and rights status of Your Content and for having the necessary rights and consents to submit it and to permit the processing described here.

12.4 Feedback

If you provide suggestions or feedback about the Service, you grant OpenLaw a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

12.5 Privacy

OpenLaw’s collection and use of personal information is described in the Privacy Policy at openlaw.com/privacy. You are responsible for your own compliance with the privacy, confidentiality, and professional-responsibility obligations that apply to the data you choose to process through the Service.

13. User-Generated Content

Some areas of the Service let you post User-Generated Content that is visible to others (for example, public profiles, reviews, questions, answers, and blog posts). For such public User-Generated Content, you grant OpenLaw a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, distribute, display, and create derivative works of that content in connection with operating and promoting the Service. You represent that you have the rights necessary to grant this license and that the content does not violate Section 6. OpenLaw may, but is not obligated to, review, screen, or remove User-Generated Content at its discretion.

14. Data Security

14.1 OpenLaw’s measures

OpenLaw maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the Service and the information within it, including encryption in transit and at rest, access controls, and logging and monitoring, as further described on the Website. No method of transmission or storage is completely secure, and OpenLaw does not guarantee that the Service or any information will be free from loss, misuse, or unauthorized access.

14.2 Your security responsibilities

Security is a shared responsibility. You are responsible for the security and management of your own systems, devices, networks, and connected accounts; for credential hygiene and access management; for configuring any integration scopes you enable; for limiting access to authorized personnel; and for the choices you make about what information to submit. OpenLaw is not responsible for security incidents arising from your systems, credentials, configuration choices, or third-party services.

14.3 Incident notice

If OpenLaw becomes aware of a security incident affecting your information, OpenLaw will notify you without undue delay as required by applicable law. OpenLaw’s notification or response is not an acknowledgment of fault or liability.

15. Confidentiality

15.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

15.2 Obligations

Each party will hold the other’s Confidential Information in confidence, will use it only to perform its obligations and exercise its rights under these Terms, and will protect it with at least the same degree of care it uses for its own similar information (and no less than reasonable care). OpenLaw’s agreements with third-party vendors and hosting partners that process Confidential Information include confidentiality obligations.

15.3 Carveouts

Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was rightfully known to the receiving party without confidentiality obligation before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.

15.4 Compelled disclosure

A party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives prompt notice where legally permitted and reasonable cooperation to seek protective treatment.

16. Marketing and Publicity

16.1 Firm name and logo

If you use the Service as a firm or organization, you grant OpenLaw a limited license to use your firm’s name, logo, and trademarks to identify your firm as a customer in customer lists, on the Website, and in marketing materials.

16.2 Individuals

Use of any individual’s name, photograph, or likeness requires that individual’s prior consent, which OpenLaw will obtain at the time such content is submitted.

16.3 Opt-out

You may revoke the license in this Section for future uses at any time by emailing legal@openlaw.com; OpenLaw will cease new uses within thirty (30) days but is not required to recall materials already published, printed, or distributed.

17. Third-Party Content and Services

The Website may contain content, links, products, or services provided by third parties, and the Service may interoperate with third-party platforms and services (collectively, “Third-Party Services”). Third-Party Services are governed by their own terms and privacy policies, which you may be required to accept, and which may provide different protections than these Terms. By enabling an integration, you authorize OpenLaw to access and exchange data with that Third-Party Service within the scopes you grant. OPENLAW DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES, THEIR SECURITY, AVAILABILITY, OR DATA PRACTICES, OR FOR ANY INFORMATION, PRODUCTS, OR SERVICES THEY OFFER, AND DISCLAIMS ALL LIABILITY ARISING FROM THEM.

18. Copyright Infringement and DMCA Policy

OpenLaw respects intellectual property rights and will, in appropriate circumstances, terminate the accounts of repeat infringers in accordance with 17 U.S.C. § 512(i). If you believe material on the Service infringes your copyright, send a DMCA-compliant notice to OpenLaw’s designated copyright agent: Copyright Agent, OpenLaw, Inc., 7900 NW 155th St. #105, Miami Lakes, FL 33016, email legal@openlaw.com. Your notice must include: (i) a physical or electronic signature; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the allegedly infringing material and information reasonably sufficient to locate it; (iv) your contact information; (v) a statement of good-faith belief that the use is not authorized; and (vi) a statement, under penalty of perjury, that the information is accurate and you are authorized to act. We may forward your notice (including your contact information) to the person who posted the material and to a public database of notices. A counter-notice procedure is available to the affected User as provided under the DMCA.

19. Intellectual Property Notice

The Website and the Service, and all software, models, designs, text, graphics, logos, icons, images, page headers, trade dress, documentation, and other materials provided by OpenLaw (collectively, “Materials”), and all intellectual property rights in them, are owned by OpenLaw or its licensors and are protected by law. The names “OpenLaw” and “Lexi,” and related logos, are trademarks of OpenLaw, Inc. Subject to your compliance with these Terms, OpenLaw grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for its intended purpose. No other rights are granted, and all rights not expressly granted are reserved.

20. Email and Electronic Communications

By using the Service, you consent to receive electronic communications from OpenLaw, including service, transactional, and administrative messages, which satisfy any legal requirement that communications be in writing. We may also send promotional messages, from which you may opt out as provided in those messages or your account settings; transactional and service messages are not optional while you maintain an account. Message and data rates may apply to any text messages you elect to receive.

21. Disclaimer of Warranties

THE WEBSITE AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, OPENLAW DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT.

OpenLaw makes no representation or warranty that: information provided through the Service is accurate, reliable, or correct; the Service will meet your requirements or be available at any particular time or location; the Service will be uninterrupted or secure; defects will be corrected; or the Service is free of viruses or other harmful components. Any reliance on Output or other materials obtained through the Service is at your own risk. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

22. Limitation of Liability

22.1 Exclusion of indirect damages

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS INCLUDES DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, ANY RELIANCE ON OUTPUT, ANY SECURITY INCIDENT, ANY THIRD-PARTY SERVICES, OR ANY INTERACTION WITH ANOTHER USER.

22.2 Liability cap

TO THE FULLEST EXTENT PERMITTED BY LAW, OPENLAW’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO OPENLAW IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

22.3 Exceptions

The exclusions and limitations in this Section apply except to liability that cannot be limited or excluded under applicable law (such as liability arising from a party’s fraud, gross negligence, or willful misconduct). Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

23. Third-Party Beneficiaries

Except for OpenLaw’s affiliates and the persons protected under the disclaimer, limitation-of-liability, and indemnification provisions (who are intended beneficiaries of those provisions), there are no third-party beneficiaries to these Terms. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and OpenLaw or between you and any Consultant User.

24. Release and Indemnification

24.1 Indemnification

You agree to defend, indemnify, and hold harmless OpenLaw and its officers, directors, employees, and agents from and against any and all claims, demands, actions, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Website or the Service, Your Content, your User-Generated Content, your provision of or receipt of legal services, your interactions or disputes with other Users, or your violation of these Terms or applicable law.

24.2 Release

If you have a dispute with one or more Users, you release OpenLaw from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or connected with such disputes. If you are a California resident, you waive California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

25. Legal Client–Consultant User Dispute Resolution

Disputes between a Legal Client and a Consultant User regarding services or Payments are between those Users. OpenLaw is not a party to the engagement and is not responsible for resolving such disputes, but may, in its discretion and as described in the applicable platform policy, offer a limited process for handling Payment-related disputed matters (for example, holding disputed Payment amounts pending resolution). Any such process is administrative only, does not make OpenLaw a party to the underlying engagement, and does not constitute legal advice. The parties to an engagement remain responsible for their own rights and remedies, including any malpractice, fee, or contract claims, which are governed by the agreement between them and applicable law.

26. Dispute Resolution and Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. This Section applies to the fullest extent permitted by law and is governed by the Federal Arbitration Act.

26.1 Informal resolution first

Before initiating arbitration, you and OpenLaw agree to notify the other in writing of the dispute and to attempt in good faith to resolve it informally for at least sixty (60) days. Notices to OpenLaw go to legal@openlaw.com or OpenLaw, Inc., Attn: Arbitration, 7900 NW 155th St. #105, Miami Lakes, FL 33016. We will contact you at the email associated with your account.

26.2 Agreement to arbitrate

If the dispute is not resolved informally, you and OpenLaw agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (“Disputes”) will be resolved by binding individual arbitration, rather than in court, except as set out below. The arbitrator decides issues regarding the enforceability or scope of this arbitration agreement.

26.3 Exceptions

The following are not subject to arbitration and may be brought in a court of competent jurisdiction: (i) claims related to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property; and (ii) claims for emergency injunctive relief based on exigent circumstances (for example, imminent harm, hacking, or cyber-attack). Either party may also bring an individual claim in small-claims court.

26.4 Administration and venue

Arbitration will be administered by a nationally recognized arbitration provider under its consumer/commercial rules then in effect. Unless the parties agree otherwise, the seat of arbitration will be Miami-Dade County, Florida, and the arbitration may proceed by written submissions, telephone, or video where the rules permit, or in the county of your residence. Each party may seek attorneys’ fees and costs if entitled under applicable law and the administering rules.

26.5 Arbitrator’s decision

The award will state the essential findings and conclusions and may be entered in any court of competent jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief on the claimant’s individual claim.

26.6 Jury trial waiver

You and OpenLaw each waive the right to a trial by jury for all arbitrable Disputes.

26.7 No class or representative actions

You and OpenLaw each waive the right to participate as a plaintiff or class member in any class action, class-wide arbitration, private attorney-general action, or other representative proceeding. If this waiver is held unenforceable as to a particular Dispute, the entire arbitration agreement will be deemed void as to that Dispute.

26.8 Opt-out

You may opt out of this arbitration agreement by emailing legal@openlaw.com within thirty (30) days after first accepting these Terms (or, for existing users accepting updated Terms, within thirty (30) days of acceptance), including your name, the email associated with your account, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms.

26.9 Changes to this Section

If OpenLaw materially changes this Section after the date you last accepted these Terms, you may reject the change by sending written notice to legal@openlaw.com within thirty (30) days of the change’s effective date; otherwise you agree to the change.

27. Time Limit on Claims

To the fullest extent permitted by law, any cause of action arising out of or relating to your relationship with OpenLaw or your use of the Service must commence within one (1) year after the cause of action accrues; otherwise it is permanently barred.

28. Changes to These Terms

OpenLaw may modify these Terms from time to time. If we make material changes, we will provide notice (for example, by email or through the Service) and, where appropriate, request re-acceptance before continued use. Changes are effective when posted or on the date stated in the notice. Your continued use of the Service after changes become effective constitutes acceptance. If you do not agree to a change, you must stop using the Service; for material adverse changes, your sole remedy is to stop using the Service and, where applicable, request a pro-rata refund of prepaid, unused subscription fees.

29. Miscellaneous

29.1 Governing law

Except where applicable law provides otherwise, these Terms and any access to or use of the Website or Service are governed by the laws of the State of Florida and applicable U.S. federal law (including the Federal Arbitration Act), without regard to conflict-of-laws principles. Subject to Section 26, any judicial proceeding (other than small-claims actions) will be brought exclusively in the state courts located in Miami-Dade County, Florida or the federal court for the Southern District of Florida, and the parties consent to personal jurisdiction and venue there.

29.2 Entire agreement

These Terms, together with the Privacy Policy and any additional terms presented for a specific feature or purchase (which are incorporated by reference), are the entire agreement between you and OpenLaw regarding the Service and supersede all prior understandings.

29.3 Severability; waiver

If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect (subject to Section 26.7). OpenLaw’s failure to enforce any provision is not a waiver of its right to do so later.

29.4 Assignment

OpenLaw may assign or delegate these Terms, in whole or in part, to any person or entity at any time, with or without notice. You may not assign or delegate any rights or obligations under these Terms without OpenLaw’s prior written consent, and any attempted assignment in violation of this Section is void.

29.5 Survival

Provisions that by their nature should survive termination — including Sections 10, 11, 12, 15, 19, and 21 through 27 — survive.

29.6 Notices

Legal notices to OpenLaw must be sent to OpenLaw, Inc., Attn: Legal, 7900 NW 155th St. #105, Miami Lakes, FL 33016, with a copy to legal@openlaw.com. Notices to you may be sent to the email or address on your account and are deemed given when sent (email) or three (3) days after mailing.

29.7 Relationship of the parties

You and OpenLaw are independent contractors. Consultant Users are independent legal professionals and are not employees or agents of OpenLaw.

30. Contact Us

Questions about these Terms may be directed to legal@openlaw.com or OpenLaw, Inc., 7900 NW 155th St. #105, Miami Lakes, FL 33016. Support inquiries: support@openlaw.com. Privacy inquiries: privacy@openlaw.com.

By using the OpenLaw Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.