1. Definitions

a. “Services” means all work, consulting, support, implementation, development, and other services performed by LegalScapes pursuant to this Agreement or as otherwise agreed with Client.

b. “Term” means the minimum duration of the Agreement as specified on the Proposal as adjusted to end on the last day of a calendar month or as renewed in accordance with Section 6 of this Agreement.

c. “Service Period” means a calendar month, or such other period of time as may otherwise be specified on the Proposal.

d. “Included Services” means Services provided by LegalScapes pursuant to this Agreement and as defined on the Proposal.

e. “Additional Services” means Services provided by LegalScapes in excess or outside of the Included Services.

f. “Monthly Payment” means the fee charged for each Service Period’s Included Services. This recurring payment is typically billed monthly, but it may be billed at a different frequency.

g. “Additional Charges” means fees charged for Additional Services, and for any other charges not covered within Included Services.

2. State Bar Approvals. Client is responsible for obtaining any required review and approval by the appropriate State Bar committee(s). Any fees or penalties owed for review or non-approval are the Client’s responsibility.

3. Management Responsibility. LegalScapes will provide certain tools, methods and resources to Client that are intended to help Client grow and build its firm. However, Client is fully and exclusively responsible for its own business performance and Client satisfaction. In addition, Client has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal or contractual obligations related to Client’s business, including without limitation, data held by Client and its Clients, information provided by Client to Clients and/or other third parties and any safeguarding and security measures that may be required. LegalScapes may participate in implementing needed systems, services and functions, but Client is solely responsible for the final outcomes, actions taken and results produced.

4. Copyrights And Ownership. Client guarantees that all elements of text, images or other artwork provided to LegalScapes are either owned by Client, or that Client has permission to use them. When the final payment is made to LegalScapes, copyright of any design, graphics and other visual elements provided under this Agreement are transferred to Client. Client also owns all of the content, images and media provided, unless someone else owns them. WordPress is open-source and uses the GPL license, so Client may also use the code provided in any way Client chooses.

5. Geographic Exclusivity. The parties agree that, in the event LegalScapes grants an area of exclusivity to the Client for the term of the Agreement, the exclusivity shall be limited only to Client’s primary practice area, as determined by LegalScapes. In no event shall any grant of geographic exclusivity by LegalScapes (including but not limited to with respect to LegalScapes’ “LegalScapes Promote” services) to Client provide for an area of exclusivity larger than a 20 mile radius from the Client’s Headquarters. For the purposes of these Terms and Conditions, “Headquarters” means the Client’s center of operations and principal place of business. Each Client shall have only one Headquarters. If Client has multiple offices, including virtual offices, and the Client and LegalScapes disagree over which of Client’s offices constitutes its Headquarters, then LegalScapes’ determination shall govern. Furthermore, no area of exclusivity granted to the Client shall extend into any jurisdiction where the Client is not licensed to practice law.

6. Termination. Assuming Client has paid all amounts due or payable to LegalScapes, excluding those disputed in good faith, Client may terminate the Agreement effective at the expiration of the current Term by providing LegalScapes with advanced written notice of termination at least 30 days prior to the expiration of the current Term. In the absence of proper termination as defined hereunder, the Agreement shall automatically renew for an additional Term of the same length of the current Term upon expiration of the current Term and thereafter until properly terminated in accordance with this Section 6. LegalScapes may terminate this Agreement at any time with 30 days advance notice to Client.

7. Fees and Billing.

a. Monthly Payment. Throughout the Term, Client will pay the Monthly Payment to LegalScapes for the Included Services as detailed on the Proposal. Payment for the initial Monthly Payment and any set-up or initial fees must be paid on or before the commencement of Service via credit card or ACH. Subsequent Monthly Payments will be billed by "auto-draft" via credit card or ACH, with payment due in advance of each Service Period. The Monthly Payment will be paid to LegalScapes in advance, without demand, deduction or offset (regardless of the number of actual hours of Service performed in the specified Service Period or any prior Service Periods), in U.S. Dollars. By executing this contract, Client expressly authorizes LegalScapes to automatically charge Client's credit card or ACH method on file for the Monthly Payment as set forth in this Agreement.

b. Additional Charges. LegalScapes will invoice Client for Additional Services during the next billing cycle in which it may be included. Client agrees to remit payment for Additional Charges per the terms stated on the invoice for such charges.

c. Delinquency of Account. If (i) Client’s account becomes forty-five (45) or more days past due; or (ii) LegalScapes reasonably and in good faith believes that Client will not pay LegalScapes’ invoices; or (iii) Client fails to provide, within a reasonable amount of time, any information, data, copy, assistance, or materials reasonably required by LegalScapes for satisfactory completion of any work order or services; or (iv) Client is in breach of a material provision of this Agreement; or (v) Client fails to exercise good faith and commercially reasonable efforts with respect to any of its obligations hereunder, LegalScapes may exercise one or more of the following remedies: (1) suspend Services; (2) declare due, demand and receive from Client the sum of all payments, fees, expenses and other amounts then due and owing under this Agreement; and (3) declare due, demand, and receive from Client, as a genuine pre-estimate of liquidated damages for loss, and not as a penalty, the amount of all payments, fees, expenses and other amounts scheduled to be due from or payable by Client through the full Term of the Agreement, including all Monthly Payments. Client agrees that Monthly Payments will continue to be billed and payable per the terms of this Agreement. Services shall resume upon all amounts owed being paid in full.

d. Late Payments. Any fees or amounts that are not paid when due shall bear interest, payable on demand, at the rate of the lesser of one and one half percent (1 ½%) per month or the highest rate of interest permitted by applicable law. Client shall pay any and all costs and expenses, including without limitation, reasonable attorneys’ fees incurred by LegalScapes in enforcing this policy or in collecting from Client any amounts due to LegalScapes hereunder. e. Disputes. Client shall promptly provide LegalScapes with written notice of any disputes or concerns Client pay have with respect to any invoices, charges or payments issued or made hereunder; and in any case, Client shall notify LegalScapes of such a dispute or concern within thirty (30) days of Client’s receipt of such invoice or charge.

8. Warranties.

a. Client. Client will: (a) pay all fees owing hereunder when due, regardless of whether or not Client has denied any Services hereunder; (b) comply with license terms for any and all items provided, installed, and/or maintained by LegalScapes; (c) comply with all applicable laws and regulations governing transmissions of data; and (d) not use the LegalScapes-provided Services for illegal or unauthorized purposes, to interfere with or disrupt other users, Services, or equipment, or to propagate computer viruses or worms. Client will not solicit any LegalScapes employee or contractor during the Term of this Agreement and for a period of twelve (12) months after the termination hereof.

b. LegalScapes. LegalScapes warrants that the Services to be provided hereunder will be performed in a professional manner consistent with or exceeding the standards of the industry. THERE ARE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATIONS OF LIABILITY. LEGALSCAPES SHALL NOT BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF DATA, PROFIT, OR REVENUE ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE LIABILITY OF LEGALSCAPES TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION RELATED TO THE PERFORMANCE OF THE WORK UNDER THIS POLICY WHETHER IN TORT OR IN CONTRACT OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT PAID IN THE PRIOR 3 MONTHS, PURSUANT TO THIS AGREEMENT, BY CLIENT TO LEGALSCAPES.

10. Indemnification. Client will hold harmless, defend and indemnify LegalScapes, its employees, officers, directors and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with or arising from any breach by Client or its employees, agents, guests, or invitees of this Agreement. If any action or proceeding is brought against LegalScapes, its directors, officers, employees, or agents by reason of such claim for which Client has indemnified LegalScapes, Client, upon written demand from LegalScapes, will defend the same at Client’s expense, with counsel reasonably satisfactory to LegalScapes.

11. Force Majeure. LegalScapes shall not be deemed in default with respect to any of the terms, covenants, and conditions of this Agreement if LegalScapes’ failure to timely perform same is due in whole or in part to any strike, lockout, labor trouble (whether legal or illegal), civil disorder, failure of power or any other utilities, restrictive governmental laws and regulations, terrorist acts, acts of malicious computer programs and code (including but not limited to viruses, Trojan horses, worms, malicious macros, and scripts), shortages, accidents, casualties, acts of God or nature, acts caused directly by another party or such party’s agents, employees and invitees, or any other cause beyond the reasonable control of LegalScapes.

12. Interpretation. This Agreement, and any disputes arising hereunder, shall be governed, construed and enforced in accordance with the laws of the State of North Carolina without regard to its conflict of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of any court located within Wake County, State of North Carolina in connection with any matter arising out of this Agreement or the transactions contemplated under this Agreement.

13. Miscellaneous. This Agreement and any associated Proposal set forth the entire understanding between Client and LegalScapes with respect to the subject matter hereof, and may be amended only in a writing signed by both parties. No other person is authorized to modify this Agreement or to make any warranty, representation or promise which is different than, or in addition to, those contained herein.