Legal Provider Agreement
In consideration of Jurbid to offer services described herein the undersigned (“Legal Provider”) agrees as follows:
“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.
“Jurbid,” “our,” “we” and “us” means Jurbid, PBC as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents and employees.
“Legal Provider” means licensed legal professionals who are in good standing in a bar of a state or individuals who under the supervision of a such licensed legal professional perform some or full legal services including, but not limited to, paralegals, law clerks, law students, attorney licensed in another state to Users. Legal providers may represent and communicate with Users through our Service and have agreed to be bound by this Agreement and our terms of participation.
“Service” means all of the services provided by Jurbid, including but not limited to all Content, services and products available through the Website. Jurbid is not a law firm and does not provide a lawyer referral service or legal advice.
“Website” means Jurbid’s website located at www.jurbid.com, all subpages and subdomains and all content, services and products available through the Website.
The term of this Agreement shall be from the date hereof and shall continue until this Agreement is otherwise terminated as hereinafter provided.
2. REPRESENTATIONS AND WARRANTIES.
Legal Provider represents and warrants to Jurbid that, as of the date hereof:
(a) he is an attorney lawfully licensed and eligible to practice law in the State(s) indicated in Jurbid’s Attorney Application and the Attorney Profile he maintains on Jurbid’s Website or is someone under the direct supervision of a licensed attorney where allowed by law in a State(s);
(b) he is in good standing in the jurisdiction(s) and he is authorized to practice law;
(c) to his knowledge, he is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the rights granted to Jurbid hereunder;
(d) to his knowledge, he is under no physical or mental disability which would hinder his performance of the professional duties to be rendered under this Agreement;
(e) he has conducted professional activities in accordance with all applicable Federal, State, and City laws and regulations, and any other relevant rules; and
(f) he provided accurate and truthful information in the Application.
(a) Legal Provider agrees to: (i) comply at all-times with applicable Federal, State, and Local rules including but not limited to ethical and professional rules of conduct in the State(s) indicated in the Attorney Application; (ii) all of Jurbid’s internal policies and procedures, if applicable; (iii) provide the services in the Proposal to the best abilities and in a competent and diligent manner.
(b) Legal Provider shall promptly notify Jurbid of any violations of Federal, State, or Local laws, rules or regulations of which he becomes aware in the course of this Agreement.
(c) Legal Provider shall promptly notify Jurbid of any violations of Jurbid’s policies and procedures, if applicable.
(d) Legal Provider will promptly disclose to Jurbid if he becomes aware of: (i) the existence and basis of any proceedings, investigations, audits against him that are instituted in any jurisdiction by any plaintiff, governmental organization or professional society which involves any allegation of substantial ethical or professional misconduct; and (ii) any allegation of substandard ethical or professional misconduct raised against him by any person or agency during the term of this Agreement.
(e) Legal Provider shall immediately stop submitting Proposals in the event he is no longer authorized to practice law or is not in good standing in any jurisdiction for which he is responding to a Request for Proposal.
(f) Legal Provider shall promptly update any contact information and professional license(s) including authority to practice in a jurisdiction and the Legal Provider’s good standing in any jurisdiction to practice law.
(g) Legal Provider will provide accurate and truthful information in an on-going basis to Jurbid and to Jurbid’s Users.
(h) Legal Provider shall perform his obligations during the course of this Agreement.
As a continued condition of this Agreement, Legal Provider shall: (i) have the authority to practice law in the Jurisdiction(s) indicated in the Attorney Application or any other jurisdiction attorney subsequently becomes authorized to practice in; and (ii) be in good standing of such jurisdictions.
5. INDEPENDENT PARTIES.
Jurbid and the Legal Provider 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 Jurbid and the Legal Provider. The Legal Provider is free to accept engagements from third parties during the term of this Agreement. The Legal Provider and its affiliates are not authorized to act or attempt to act, or to represent themselves, directly or by implication, as agents of Jurbid 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, Jurbid or to bind Jurbid in any manner.
6. LIMITED SERVICES.
Jurbid provides a platform and Service for Legal Providers and users of the Website and/or Service (“Users”) to facilitate and to complete request for proposals (“Request for Proposal”). From time to time, the Legal Provider may submit a proposal (“Proposal”) in response to a Request for Proposal from a User on our Website. Jurbid solely facilitates the transaction and on-going communication between the User and the Legal Provider and is independent of both the User and the Legal Provider. In certain limited circumstances such as payment processing or dispute resolution, Jurbid may act as an agent on behalf of the User or Legal Provider. Outside of those limited circumstances, Jurbid is not the agent of either party and the User and the Legal Provider are both principals to the transaction.
The Legal Provider agrees to accept payment of fees from accepted Request for Proposals (“Legal Fees”) through the Service. Legal Provider shall not accept payment outside the Service for work or Request for Proposals the Legal Provider first learned of or accepted through the Service. Jurbid will terminate a Legal Provider’s access to and use of the Website and Service if such Legal Provider is found to be accepting payment outside the Service for work or Request for Proposals the Legal Provider first learned of or accepted through the Service. Legal Provider will also be responsible for reimbursing Jurbid for the Jurbid Fee (as defined below) that would otherwise have been due to Jurbid for Request for Proposals learned of or accepted through the Service and for which such Legal Provider accepted payment outside of the Service.
(a) Users may contract with the Legal Provider to complete specified accepted Request for Proposals. Such contracts are solely between the User and the Legal Provider. Jurbid will not be a party to any contracts for Request for Proposals submitted through our Service. Jurbid 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 Legal Provider in an engagement letter between User and Legal Provider and will be paid to Legal Provider pursuant to such engagement letter. No Legal Fees for Request for Proposals are to be split or shared between Legal Provider and Jurbid. Jurbid may charge a marketing fee along with information technology related fees (“Jurbid Fee”) for each Request for Proposal initiated through the Service in exchange for the transaction, technology and other non-legal services Jurbid provides to Users. This Jurbid Fee, if any, is separate and distinct from all Legal Fees, and is displayed to all Users as a separate amount. A full description of Jurbid Fees are in Appendix A.
(c) An applicable processing fee will be applied to payments of Legal Fees to Legal Providers as well as to the reimbursement of filing fees and other disbursements. By agreeing to these terms, the Legal Provider acknowledges and gives permission for this fee to be withheld from the amount deposited into the bank account of the Legal Provider.
Legal Provider agrees to comply with the following when making a payment to Jurbid under this Legal Provider Agreement:
(a) payments due will be required in U.S. dollars by an approved card (for example, credit or debit card) or automated clearing house payment including wire or any other method specified by Jurbid from time to time;
(b) Legal Provider is responsible for all third party electronic, telegraphic transfer or any other bank fees related to the payment as well as any fees or charges imposed by Jurbid, which may be based on the electronic payment method;
(c) if any such payment is due, then (without the limitation of any other rights Jurbid may have) Jurbid will be entitled to charge a late fee and may even charge interest on the overdue amount (both before and after judgment) from the date of the payment was due until such actual date of payment;
(d) Jurbid in its sole discretion may lock users account until outstanding payment is made; and
(e) any payment made to Jurbid will only be deemed to have been received when Jurbid received cleared funds.
Legal Provider agrees that, both during and after the term of this Agreement, he will not disparage Jurbid, or its employees, Users, products, business or any affiliates.
Legal Provider shall defend, indemnify and hold harmless Jurbid 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 Legal Provider in connection with services rendered by Legal Provider to Users; provided that (i) Legal Provider shall be notified promptly in writing of such claim, suit or cause of actions and (ii) Jurbid shall cooperate reasonably with Legal Provider, at Legal Provider’s expense, in the defense, settlement or compromise of any such claim, suit or cause of action.
11. LIMITATION OF LIABILITY.
Jurbid will not be liable to Legal Providers 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. Additionally, Jurbid will not be responsible for delays in transmission of information due to a breakdown or failure of transmission or communication facilities, electrical power outage or for any other cause beyond Jurbid’s control or anticipation.
Legal Provider gives Jurbid assurance that he/she has carefully read, considered and understands all the terms and conditions of this Agreement.
This Agreement may be terminated by the Legal Provider at any time upon written notice to Jurbid. Jurbid shall in its sole and exclusive discretion have the authority to terminate this Agreement at any time with or without notice.
14. EFFECT OF TERMINATION.
On termination of the this Agreement, the Legal Provider shall receive payment for any Legal Fees earned prior to termination, but not yet paid, with respect to a completed Request for Proposal, with the completion of the Request for Proposal to be determined by Jurbid in its sole and exclusive discretion after consultation with the Legal Provider and User. Jurbid may take down Legal Provider’s Attorney Profile and, in its sole discretion, may terminate access to the Website or the Service immediately. Jurbid shall have no further obligations to the Legal Provider under this Agreement.
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 Legal Provider under Sections 10, 11, 12, 13 and 25 hereof and any liability of the Legal Provider for any breach thereof.
Neither Jurbid nor the Legal Provider 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 Jurbid may assign its rights and obligations under this Agreement without the consent of the Legal Provider in the event that Jurbid 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 Jurbid and the Legal Provider, and their respective successors, executors, administrators, heirs and permitted assigns.
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.
18. NO 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.
Reports, statements, notices and any other communications may be transmitted to Legal Provider via the email address on Legal Provider’s Attorney Application or such email address Legal Provider may designate from time to time in writing to Jurbid. All communications so sent, whether by email, or mail, facsimile or otherwise shall be deemed transmitted by Jurbid when electronically submitted or deposited in the United States mail, or when received by a transmitting agent, and deemed delivered to Legal Provider personally, whether actually received or not. Any notices to Jurbid must be done electronically via email@example.com or by certified mail to Attention: Jurbid Legal Department, 244 5th Avenue, Suite G206, New York, New York, 10001.
20. MODIFICATIONS TO THE LEGAL PROVIDER AGREEMENT.
Jurbid reserves the right to change the terms and conditions of this Legal Provider Agreement from time to time, and at any time, with or without notice to Legal Provider, by posting such changes on the www.jurbid.com website. Legal Provider is responsible for regularly reviewing these terms and conditions or any modifications and agrees to be bound by the same. Legal Provider may not amend this Legal Provider Agreement unless such amendment is in writing and signed by both the Legal Provider and an authorized officer of Jurbid.
21. 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 Legal Provider gaining access to the Website and the Service.
22. 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.
23. GENDER NEUTRAL.
Wherever used herein and required by the context, the singular number shall include the plural, the plural shall include the singular number, and the use of either gender shall include both genders and the words “hereof” and “herein” and “hereafter” shall refer to the entire Agreement and not to any provision or section.
24. GOVERNING LAW AND CONSENT TO JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of New York without giving effect to the rules of conflicts of law. With respect to any action or claim arising out of or relating to this Agreement, the Legal Provider and Jurbid 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 of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS NETWORK PARTICIPATION AGREEMENT AND WILL BE BOUND BY THIS NETWORK PARTICIPATION AGREEMENT.
Last Revised: April 13, 2016