Atlas Technology Terms of Service (“Terms”)

1. Agreement; Scope.

1.1 Acceptance and Authority. These Terms govern your use of the software and services provided by Legal Labs, Inc. (“Provider”). By registering for, accessing, or using the Services (as defined below), you agree to be bound by these Terms. If you are accepting these Terms on behalf of a law firm, you represent and warrant that you have authority to bind such law firms to these Terms, in which case “you,” “your,” and “Firm” refer to such law firms. If you do not have such authority, or if you do not agree to these Terms, you may not accept these Terms or access or use the Services. The Services are intended only for use by attorneys licensed to practice law in the United States and individuals working under their supervision who are at least eighteen (18) years old.

1.2 Scope of These Terms; Relationship to NERRA. These Terms govern Firm’s access to and use of the Services. To the extent Firm and LegalCare, P.C. are parties to a Non-Exclusive Reciprocal Referral Agreement (the “NERRA”), (i) in the event of a conflict between these Terms and the NERRA with respect to matters governed by the NERRA, the NERRA will control, and (ii) termination of these Terms or suspension or discontinuation of any Service will not, by itself, terminate or modify any rights or obligations arising under the NERRA.

2. Services.

2.1 Services Generally. “Services” means the software and services Provider makes available through or in connection with the Atlas Platform from time to time. “Inquirer” means any individual, other than an Authorized User, who communicates with Firm through the Services, including any caller answered by the AI Intake Receptionist or the Human Intake Receptionist, any visitor who interacts with the Website Chat, and any individual who sends or receives text messages through the Services.

2.2 Atlas Platform. Provider offers a web-based software platform known as the “Atlas Platform” through which Firm may access, use, activate, deactivate, configure, and manage the Services. The Atlas Platform is included in the Services. Firm may activate and deactivate individual Services through the Atlas Platform at any time. Activation or deactivation is a configuration of Firm's account under these Terms and does not create a separate agreement or amend these Terms. By activating a Service, Firm agrees to access and use it under these Terms and to pay any applicable fees for it as provided in Section 4, and Provider has no obligation to provide any Service that Firm has not activated. Deactivation of a Service constitutes termination of that Service for purposes of Section 10.4.

2.3 AI Intake Receptionist. Provider offers a phone-based conversational voice AI system that answers and interacts with calls directed to it by Firm (the “AI Intake Receptionist”).

2.4 Human Intake Receptionist. Provider offers a service through which live agents answer and interact with calls directed to them by Firm (the “Human Intake Receptionist”).

2.5 Website Chat. Provider offers a website-based conversational AI system that answers and interacts with Inquirers through a chat widget embedded on Firm’s website (the “Website Chat”).

2.6 Inquirer Transfer Functionality. Based on Firm's configurations in the Atlas Platform, the Services may offer an Inquirer the option to be transferred to LegalCare, P.C.. If the Inquirer accepts the transfer, Provider may transfer the Inquirer and disclose information relating to that Inquirer to LegalCare, P.C. for purposes of facilitating the transfer.

2.7 Third-Party Providers and Integrations. The Services may integrate with or rely on software, applications, platforms, products, and services provided by third parties ("Third-Party Services"). Provider does not endorse Third-Party Services and is not responsible for their availability, performance, content, or continued compatibility with the Services. Where Firm elects to integrate the Services with a Third-Party Service, Firm's use of that Third-Party Service is subject to the applicable third party's terms and policies, and Firm is solely responsible for its use of the Services in combination with that Third-Party Service. Firm authorizes Provider to disclose Firm Data to the applicable third party as necessary to enable the integration and represents and warrants that it has all rights, permissions, and consents necessary for that disclosure and the third party's processing of Firm Data. Provider is not responsible for any use, disclosure, modification, or deletion of Firm Data by a Third-Party Service enabled by Firm.

2.8 Availability. Provider does not offer service levels, uptime commitments, or service credits and does not guarantee that the Services will be available, uninterrupted, or error-free. The Services may be unavailable from time to time due to maintenance, outages, third-party services, or other causes. Provider is not responsible for interruptions or failures caused by third-party services or systems outside Provider’s control.

2.9 Updates. Provider may modify, update, add, or remove features or functionality of the Services from time to time.

3. Firm Responsibilities.

3.1 Accounts and Authorized Users. Firm is responsible for maintaining the confidentiality and security of its account credentials and for all activity occurring through its account. Firm may permit its authorized attorneys, employees, contractors, and other personnel (“Authorized Users”) to access and use the Services on its behalf and is responsible for their compliance with these Terms. Any action taken through Firm’s account or by an Authorized User will be deemed an action of Firm. Firm must promptly notify Provider of any actual or suspected unauthorized access to or use of its account.

3.2 Firm Data. Firm represents and warrants that it has all rights, permissions, and consents necessary to provide Firm Data to Provider and permit Provider to use, process, and share Firm Data as contemplated by these Terms. Firm is responsible for the legality, accuracy, and appropriateness of Firm Data provided by or on its behalf.

3.3 Compliance. Firm is responsible for using the Services in compliance with applicable law and rules of professional conduct, including providing any required notices and obtaining any required consents.

3.4 Prohibited Use. Firm will not, and will not permit any Authorized User or other person to: (i) use the Services in violation of applicable law, rule, or regulation, including the U.S. CAN-SPAM Act and the U.S. Telephone Consumer Protection Act; (ii) transmit, store, or process health information in violation of the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (iii) record, monitor, or transcribe any communication without providing all notices and obtaining all consents required by applicable law; (iv) use the Services to promote unlawful goods or services or to engage in fraudulent, deceptive, abusive, or otherwise unlawful conduct; (v) configure the Services to screen, decline, prioritize, or route Inquirers on the basis of race, color, national origin, religion, sex, disability, familial status, or any other characteristic protected by applicable law, except as expressly permitted by law; (vi) interfere with or disrupt the Services or gain unauthorized access to any system, account, or data; (vii) rent, lease, sell, sublicense, distribute, transfer, or otherwise make the Services or any portion of them available to any third party, including on a service bureau or similar basis, except as expressly permitted by these Terms; or (viii) copy, modify, translate, port, reverse engineer, decompile, disassemble, or create derivative works of any portion of the Services, except to the extent such restriction is prohibited by applicable law.

3.5 SMS Terms & Conditions. Provider may send SMS messages to Firm and its Authorized Users relating to their accounts and use of the Services. Provider will send marketing or promotional SMS messages only to individuals who have separately provided prior express written consent to receive them. Atlas lead alerts, which notify an Authorized User when Atlas takes a message for Firm, are sent only to a mobile number for which an Authorized User has opted in from the Atlas Platform’s notification settings, and the first message to that number confirms the opt-in. Message frequency varies with Firm’s call volume. Message and data rates may apply. Recipients may opt out at any time by replying STOP or by any other reasonable method of revoking consent, and may reply HELP for help or contact hello@atlas.legalcare.com. Carriers are not liable for delayed or undelivered messages.

3.6 Website Content. Firm represents and warrants that it has all rights, permissions, and consents necessary to authorize Provider to access, crawl, index, search, and reproduce content from Firm’s website and other sources made available by Firm for purposes of providing the Services.

4. Fees and Payment.

4.1 Free Services. Provider currently offers the Platform, AI Intake Receptionist, and Website Chat free of charge.

4.2 Usage-Based Services. The Human Intake Receptionist is offered on a usage-based basis. Firm agrees to pay the applicable fees for its use of any such Service at the pricing made available by Provider through the Atlas Platform or otherwise communicated to Firm. Provider will measure usage of usage-based Services using its systems and records, which will control for billing purposes absent manifest error. For the Human Intake Receptionist, usage is measured by the number of calls handled. A call is “handled” when it is (i) answered by Provider’s personnel and (ii) continues for more than thirty (30) seconds after such personnel answers the call. Each call is counted separately, including repeat calls from the same caller. Usage-based fees are charged monthly in arrears to Firm’s Payment Method. Usage information displayed through the Atlas Platform may not be updated in real time and is provided for informational purposes only, and discrepancies arising from the timing of usage reporting will not form the basis of any claim against Provider. Provider will make usage records available to Firm upon reasonable request.

4.3 Payment Method and Authorization. To activate or continue using the Human Intake Receptionist, Firm must provide and maintain a valid payment method (“Payment Method”). If a Payment Method is declined, expires, or is otherwise unavailable, Provider may suspend or deactivate the affected Service until Firm provides a valid Payment Method. Firm authorizes Provider and its payment processors to charge the Payment Method for all fees and other amounts due under these Terms without further authorization. Firm is responsible for maintaining a valid Payment Method and for any fees or charges resulting from failed or declined payments.

4.4 Pricing Changes. Provider may change the fees for any Service from time to time, including by beginning to charge for a Service previously offered free of charge, by providing notice through Atlas, Firm’s account, or by email. Any pricing change will apply prospectively beginning on the effective date stated in the notice. Firm’s continued use of the applicable Service after the effective date constitutes acceptance of the updated pricing.

4.5 Taxes, Billing Disputes, and Late Payments. Firm is responsible for all applicable taxes incurred in connection with its use of the Services. Provider may incur additional fees imposed by third parties, including fees for porting Firm’s phone numbers, forwarding calls, sending or receiving SMS and MMS messages, and carrier surcharges. Provider may pass such fees on to Firm, and Firm agrees to pay such fees. Firm must notify Provider in writing of any disputed charge within thirty (30) days after the date the charge is billed. Failure to do so constitutes acceptance of the charge and waiver of the right to dispute it. Provider may suspend any Service if any amount remains unpaid when due.

4.6 Telephone Numbers. Firm has no ownership interest in any telephone number provided or assigned by Provider for use with the Services, and Provider may change or reassign any such number in connection with the provision or termination of the Services. With respect to any telephone number ported to Provider by or on behalf of Firm, Firm retains its rights with respect to such number and may port the number to another provider upon termination of the applicable Services. Provider will reasonably cooperate with any valid port-out request in accordance with applicable law and applicable carrier requirements. Provider has no obligation to maintain or reserve any telephone number more than thirty (30) days after termination of the applicable Services, except while a valid port-out request timely initiated by Firm is pending. Firm is responsible for any fees or costs associated with porting. Provider does not guarantee the availability, continued availability, or successful porting of any telephone number and is not responsible for delays or failures caused by telecommunications carriers or other third parties.

5. Intellectual Property.

5.1 Technology and License. Subject to these Terms, Provider grants Firm and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for Firm’s internal business purposes. Provider retains all right, title, and interest in and to the Services and all software and technology used to provide the Services, excluding Firm Data. These Terms do not grant Firm (a) any right to reproduce, modify, distribute, or publicly display or perform the software included in the Services or (b) any other right to the Services not specifically set forth herein.

5.2 Feedback. Firm grants Provider a perpetual, irrevocable, worldwide, royalty-free, and transferable license to use, reproduce, modify, distribute, and otherwise exploit Feedback (as defined below) that Firm communicates to Provider, without compensation, without any obligation to report on such use, and without any other restriction. Provider’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses under copyright, patent, and any other form of intellectual property. “Feedback” means any suggestions, ideas, or other feedback regarding Provider’s products or services.

5.3 Publicity. Firm grants Provider the right to identify Firm as a customer and to use Firm's name and logo in Provider's customer lists and marketing materials. Firm may withdraw this right at any time on written notice to Provider.

6. Data, Confidentiality, and Privacy.

6.1 Firm Data; Ownership. “Firm Data” means data, information, and other content submitted to or collected through the Services by or on behalf of Firm, and any content generated by or through the Services from or based on any of the foregoing, including (i) scripts, instructions, intake criteria, and configurations provided by Firm and (ii) information provided by Inquirers. As between the parties, Firm retains all right, title, and interest in and to Firm Data. Firm Data excludes Usage Data.

6.2 Use and Processing of Firm Data. Firm grants Provider a non-exclusive, worldwide, sublicensable, royalty-free right to use, store, modify, provide, transmit, collect, and otherwise process Firm Data as necessary to provide, operate, and support the Services, and to perform Provider’s obligations and exercise Provider’s rights under these Terms and to comply with applicable law.

6.3 AI Tools. Provider may use artificial intelligence tools in connection with the Services, whether developed by Provider or provided by a third party, only where such tools are configured so that: (i) Firm Data is not used to train or improve AI models; and (ii) any third-party provider of such tools may access and use Firm Data only as necessary to provide, maintain, secure, and support the applicable services.

6.4 Usage Data. Provider may collect data regarding the use and performance of the Services (“Usage Data”), such as call and chat volumes and durations, answer and abandonment rates, routing metrics, feature utilization, integration usage, and service performance data. Usage Data excludes the content of communications with Inquirers and any information that identifies, or is reasonably linkable to, any Inquirer. Provider owns all right, title, and interest in and to the Usage Data and may use Usage Data for any lawful business purpose, including operating, improving, and developing the Services and other products and services and for analytics and benchmarking.

6.5 Confidentiality. “Confidential Information” means information disclosed by either party that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Firm Data constitutes Firm’s Confidential Information whether or not designated as confidential. Confidential Information does not include information that: (a) is publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information. The receiving party will use Confidential Information only as permitted by these Terms and will protect it using reasonable care. The receiving party may disclose Confidential Information to its employees, agents, and subcontractors who need to know such information and are bound by confidentiality obligations, or as required by law. Provider may also disclose information relating to an Inquirer as provided in Section 2.6. Firm Data is disclosed to Provider in confidence for purposes of providing the Services. The parties do not intend any such disclosure to waive any attorney-client privilege, work-product protection, or duty of confidentiality, and Provider will treat Firm Data in a manner consistent with preserving such protections.

6.6 Privacy and Security. Provider endeavors to use commercially reasonable technical and operational safeguards designed to protect Firm Data from unauthorized access, use, or disclosure. Firm is responsible for maintaining reasonable security measures for its accounts, credentials, and devices used to access the Services. Provider’s collection and use of personal information is described in Provider’s Privacy Policy. The Privacy Policy is not part of these Terms, and Provider may modify it from time to time.

6.7 Security Incidents. Provider will notify Firm without undue delay after becoming aware of any unauthorized access to or acquisition of Firm Data in Provider's possession or control (a “Security Incident”). A Security Incident does not include an unsuccessful attempt or other activity that does not result in unauthorized access to or acquisition of Firm Data, including a ping, port scan, unsuccessful log-in attempt, denial-of-service attack, or similar event. Provider will provide Firm with information regarding the Security Incident as reasonably necessary for Firm to comply with its obligations under applicable law and rules of professional conduct, to the extent such information is reasonably available to Provider.

6.8 Retention and Deletion. Provider may retain Firm Data for as long as reasonably necessary to provide the Services or as otherwise permitted by applicable law, and may delete Firm Data when no longer needed for such purposes. Provider does not guarantee that Firm Data will be available for retrieval at any time, including before or after termination of Firm’s account or any Service, and has no obligation to retain Firm Data following such termination, except as required by applicable law.

7. Disclaimers.

7.1 Disclaimer of Warranties. EXCEPT FOR PROVIDER'S EXPRESS OBLIGATIONS IN SECTION 6.3, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIRM ACCEPTS THE SERVICES, ALL OUTPUT GENERATED BY THE SERVICES, AND ALL THIRD-PARTY SERVICES "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND ANY WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO REPRESENTATION OR WARRANTY AS TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY, OR COMPLETENESS OF THE SERVICES OR ANY OUTPUT, OR THAT THE SERVICES WILL MEET FIRM'S REQUIREMENTS OR OPERATE UNINTERRUPTED OR ERROR-FREE. FIRM'S USE OF THE SERVICES IS AT FIRM'S OWN RISK. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION, OR ADVICE GIVEN BY PROVIDER OR ANY REPRESENTATIVE OF PROVIDER CREATES ANY WARRANTY UNLESS SET FORTH IN A WRITING SIGNED BY PROVIDER. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to Firm. The disclaimers in this Section apply to the maximum extent permitted by applicable law.

7.2 AI and Automated Communications. PROVIDER IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INTERACTION BETWEEN THE AI INTAKE RECEPTIONIST OR WEBSITE CHAT AND ANY INQUIRER, OR FOR ANY DECISION, ACTION, OR OMISSION BASED ON ANY OUTPUT. Firm acknowledges that: (i) the AI Intake Receptionist and Website Chat produce probabilistic, automated outputs that may be inaccurate, incomplete, or inappropriate; (ii) interactions or outputs may reach an Inquirer without prior human review; and (iii) Firm is responsible for reviewing outputs before relying on them. Firm understands and agrees that: (a) it is solely responsible for operating the AI Intake Receptionist and Website Chat in compliance with applicable law; and (b) it will provide any required notices and obtain any required consents relating to the collection, recording, transcription, processing, storage, or hosting of communications through the Services.

7.3 Calls, Messages, Transcriptions, and Other Communications. Provider does not guarantee that any call, message, recording, transcription, or other communication will be successfully or accurately answered, connected, transmitted, received, routed, delivered, recorded, transcribed, stored, or available for retrieval, or that any transcription or other communication-related output will be accurate, complete, or timely. Provider is not responsible for any lost, delayed, incomplete, inaccurate, corrupted, duplicated, or misdirected communication, recording, transcription, or related data, or for any failure, delay, error, interruption, degradation, or other defect in any communication or transmission through the Services, regardless of cause, including failures of telecommunications providers, wireless carriers, internet services, or other third-party systems.

7.4 Firm’s Professional Responsibility. Legal Labs, Inc. is not a law firm and does not provide legal advice or legal services through the Services or otherwise. The Services and any outputs generated by them do not constitute legal advice or an evaluation of any legal matter and are not a substitute for Firm’s professional judgment. Provider’s provision of, and Firm’s use of, the Services does not create an attorney-client relationship between Provider and Firm or between Provider and any Inquirer. Firm is solely responsible for the practice of law and for all professional and ethical obligations arising from its use of the Services, including the formation, scope, and termination of attorney-client relationships and all decisions regarding client representation. Provider is not responsible for Firm’s obligations to its clients or prospective clients or Firm’s compliance with applicable rules of professional conduct.

7.5 No Guarantee of Results. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL PRODUCE ANY PARTICULAR RESULT, INCLUDING ANY NUMBER OR QUALITY OF CALLS, CHATS, INTAKES, LEADS, REFERRALS, APPOINTMENTS, RETAINED CLIENTS, OR ANY PARTICULAR AMOUNT OF REVENUE.

7.6 Emergency Services. THE SERVICES ARE NOT DESIGNED OR INTENDED FOR EMERGENCY COMMUNICATIONS OR EMERGENCY RESPONSE. THE SERVICES DO NOT ENABLE FIRM OR ITS AUTHORIZED USERS TO PLACE CALLS TO 911 OR OTHER EMERGENCY SERVICES, AND PROVIDER DOES NOT PROVIDE EMERGENCY MONITORING, DISPATCH, OR RESPONSE SERVICES. THE SERVICES DO NOT DETECT, ESCALATE, OR RESPOND TO ANY EMERGENCY, URGENT, OR TIME-SENSITIVE CIRCUMSTANCE DESCRIBED BY AN INQUIRER. Firm must not rely on the Services for emergency communications or response and is responsible for maintaining independent means of contacting 911 and other emergency services.

8. Indemnification.

Firm will defend, indemnify, and hold harmless Provider, its affiliates, and each of their respective officers, directors, equityholders, employees, agents, contractors, and representatives (the “Protected Parties”) from and against any and all claims, demands, actions, proceedings, and investigations, whether actual or threatened, and all resulting liabilities, damages, fines, penalties, judgments, settlements, awards, interest, expenses, losses, and costs (including costs of defense and reasonable attorneys’ fees), arising from or relating to: (i) Firm’s representation, or alleged representation, of any Inquirer or client; (ii) any use of the Services by or through Firm’s account, whether authorized or unauthorized and whether lawful or unlawful; (iii) Firm Data, and Provider’s use of or reliance on it; or (iv) Firm’s breach of these Terms or violation of applicable law. This Section applies to claims, demands, actions, proceedings, and investigations brought, made, commenced, or initiated by any person or governmental, regulatory, or disciplinary authority, including any Authorized User or Inquirer. Firm has no obligation to indemnify a Protected Party to the extent a claim, demand, action, proceeding, investigation, loss, or liability is caused by that Protected Party’s fraud or willful misconduct. Provider will provide notice to Firm of any matter subject to this Section at the contact information associated with Firm’s account, provided that any failure or delay in providing notice will not eliminate or reduce Firm’s obligations under this Section except to the extent Firm is materially prejudiced by such failure or delay. Firm will defend the matter at its own expense with counsel reasonably acceptable to Provider. Provider will reasonably cooperate in the defense at Firm’s expense and may participate in the defense with counsel of its own choosing at its own expense. Firm will not settle or compromise any matter without Provider’s prior written consent unless the settlement fully and unconditionally releases the Protected Parties from all liability arising from the matter and imposes no obligation, admission, restriction, or liability on any Protected Party. If Firm fails to assume the defense promptly, Provider may defend the matter at Firm’s expense.

9. Limitation of Liability.

9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROVIDER OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CHANCE OF OBTAINING CLIENTS OR ENGAGEMENTS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

9.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF PROVIDER AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY FIRM TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND DOLLARS ($10,000). THE LIMITATIONS IN THIS SECTION APPLY IN THE AGGREGATE AND NOT PER SERVICE, PER CLAIM, OR PER ENTITY.

9.3 Exceptions. Sections 9.1 and 9.2 do not apply to liability to the extent such liability cannot be limited or excluded under applicable law.

9.4 Allocation of Risk. The limitations in this Section apply to the benefit of Provider, its affiliates, and their respective officers, directors, employees, agents, and contractors; apply regardless of the form or theory of action, whether in contract, tort (including negligence), strict liability, or otherwise; and apply even if any limited remedy fails of its essential purpose. Firm acknowledges that Provider has set its pricing and entered into these Terms in reliance on the disclaimers in Section 7 and the limitations in this Section, and that such disclaimers and limitations form an essential basis of the bargain between the parties. If applicable law limits the application of any such disclaimer or limitation, it will apply to the maximum extent permitted by applicable law. Each disclaimer and limitation is severable from and independent of every other provision of these Terms.

9.5 Time to Bring Claims. Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim accrued, or it is permanently barred.

10. Term, Termination, and Suspension.

10.1 Term. These Terms commence when accepted by you and continue until terminated in accordance with these Terms.

10.2 Termination. You may terminate these Terms at any time by discontinuing use of the Services and providing written notice to Provider. Provider may terminate these Terms or your access to any or all Services at any time upon notice to you. Either party may terminate these Terms for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice thereof. Provider may also terminate or discontinue any Service as necessary to comply with applicable law, regulation, or legal process.

10.3 Suspension. Provider may suspend Firm's access to any or all Services, in whole or in part, immediately and without liability, if: (a) Firm breaches, or Provider reasonably suspects Firm has breached or is likely to breach, these Terms; (b) any amount is unpaid when due; (c) Firm's use presents a security, legal, or regulatory risk to Provider, the Services, or any third party; or (d) suspension is required by applicable law or legal process. Suspension does not relieve Firm of its obligation to pay amounts due, and fees continue to accrue during any period of suspension.

10.4 Effect of Termination; Survival. Upon termination or expiration of these Terms, or termination of any Service: (a) any rights granted under Section 5.1 with respect to the terminated Services terminate, and Firm and its Authorized Users must immediately cease all access to and use of the terminated Services; and (b) all amounts accrued with respect to the terminated Services through the effective date of termination become immediately due and payable. Except as otherwise expressly provided in these Terms, all fees paid are non-refundable. Termination does not limit either party’s other rights or remedies. This Section survives termination or expiration of these Terms. Any provision that by its nature should survive termination or expiration of these Terms will survive.

11. General.

11.1 Dispute Resolution; Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, including any question regarding their existence, interpretation, formation, performance, breach, termination, or validity (a “Dispute”), between Provider and Firm (collectively, for purposes of this Section only, the “Disputing Parties”), shall be resolved as set forth in this Section. Before commencing arbitration, the Disputing Parties shall first attempt in good faith to resolve any Dispute through informal discussions. Either Disputing Party may initiate this process by providing written notice describing the Dispute in reasonable detail. If the Disputing Parties do not resolve the Dispute within thirty (30) days after such notice, either Disputing Party may commence arbitration in accordance with this Section. Any Dispute shall be resolved exclusively by final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (including the rules regarding jurisdiction and arbitrability). The arbitration shall be conducted before one arbitrator in San Francisco County, California. Except as set forth in the next sentence, the Disputing Parties irrevocably waive any right to litigate any Dispute in court and any right to a trial by judge or jury. Either Disputing Party may commence an action in a court of competent jurisdiction solely to (i) compel arbitration, (ii) stay litigation pending arbitration, (iii) confirm, enforce, modify, or vacate an arbitration award, or (iv) obtain a determination regarding the enforceability of the Class and Collective Action Waiver in Section 11.2, in each case only to the extent permitted by applicable law. The arbitrator shall have authority to award any relief that a court of competent jurisdiction could award under applicable law, and may grant interim, injunctive, or other provisional relief, including emergency relief as permitted under the Comprehensive Arbitration Rules and Procedures. The Disputing Parties agree that any request for interim, preliminary, or injunctive relief relating to a Dispute shall be made to the arbitrator (including pursuant to the Comprehensive Arbitration Rules and Procedures) and not to any court, except to the extent available under applicable law in aid of arbitration. The arbitration shall be confidential, including the existence of the proceeding and all submissions, testimony, evidence, orders, and the award, except as necessary to enforce an award or as required by law. The arbitrator (and not any court) shall have exclusive authority to decide all issues of arbitrability, including the interpretation, applicability, enforceability, or formation of this arbitration provision and any claim that all or any part of it is void or voidable, except that a court, and not the arbitrator, will decide the enforceability of the Class and Collective Action Waiver in Section 11.2.

11.2 Class and Collective Action Waiver. PROVIDER AND FIRM WAIVE ANY RIGHT TO HAVE ANY DISPUTE BROUGHT, HEARD, DECIDED, OR ARBITRATED AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR WILL HAVE NO AUTHORITY TO HEAR OR PRESIDE OVER ANY SUCH PROCEEDING. If a final judicial determination holds this waiver invalid or unenforceable as to any claim, that claim must be litigated in a court of competent jurisdiction and not in arbitration, while any enforceable portion of this waiver and any remaining claims will remain subject to arbitration.

11.3 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The arbitrator shall apply California substantive law to any Dispute; provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provision set forth in these Terms. The state and federal courts located in San Francisco County, California have exclusive jurisdiction over any action permitted under Section 11.1, and each party submits to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum.

11.4 Assignment. These Terms are binding upon and inure to the benefit of each party and its respective successors and permitted assigns. Any successor to a party permitted under these Terms will be deemed substituted for such party for all purposes under these Terms. Firm may not assign these Terms or any of its rights, interests, or obligations under them without Provider’s prior written consent. Any merger, consolidation, sale of all or substantially all of Firm’s assets, or change of control of Firm will be deemed an assignment requiring Provider’s prior written consent. Firm remains liable for all obligations and liabilities arising before the effective date of any permitted assignment, unless Provider expressly agrees otherwise in writing. Provider may assign these Terms, in whole or in part, and any of its rights, interests, or obligations under them to any affiliate or other entity. Any purported assignment in violation of this Section is void.

11.5 Modifications. Provider may update these Terms from time to time by notice under Section 11.7 stating the effective date. Firm’s continued use of the Services after the effective date of any updated Terms constitutes acceptance of the updated Terms. If Firm does not agree, Firm's sole remedy is to cease using the Services before that date. Updated Terms apply prospectively only and do not apply to any Dispute that arose before their effective date.

11.6 Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of these Terms to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

11.7 Notices; Electronic Communications. Provider may provide notices to Firm by email to the address associated with Firm's account or through the Atlas Platform, effective when sent or posted. Firm must maintain current contact information and provide notices to Provider at hello@atlas.legalcare.com, effective upon receipt; notices to Provider by any other means are ineffective. Firm consents to electronic records and communications and agrees that they satisfy any requirement that a communication be in writing. To the extent a signature or other manifestation of assent is required by law, Firm's affirmative electronic acceptance of these Terms or any updated Terms through the Atlas Platform constitutes Firm's signature and assent. Provider's electronic records of such acceptance are admissible as evidence of the parties' agreement to the same extent as an original signed document, and Firm will not challenge the admissibility, validity, or enforceability of these Terms solely because they were accepted electronically or lack a handwritten signature.

11.8 No Third-Party Beneficiaries; Relationship of the Parties. Except as expressly provided in these Terms, these Terms are for the sole benefit of Firm and Provider and their permitted successors and assigns and confer no right or remedy on any other person, other than the Protected Parties and any other person expressly entitled to the benefit of a provision of these Terms. No Inquirer or client or prospective client of Firm is an intended third-party beneficiary of these Terms. Nothing in this Section limits or modifies any rights, obligations, or relationships arising under the NERRA. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, franchise, or employment relationship, and neither party has authority to bind the other.

11.9 Entire Agreement. Except as provided in Section 1.2 (Scope of These Terms; Relationship to NERRA), these Terms set forth the entire agreement of the parties and supersede all prior or contemporaneous writings, negotiations, and discussion with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. These Terms may not be modified except as provided in Section 11.5 or by a writing signed by both parties.

11.10 No Waiver. Neither party will be deemed to have waived any of its rights under these Terms by lapse of time or by any statement other than by an authorized representative in an explicit written waiver. No waiver of a breach of these Terms will constitute a waiver of any other breach of these Terms.

11.11 Severability. To the extent permitted by applicable law the parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. If a provision of these Terms is held to be invalid or otherwise unenforceable, such provision will be interpreted to achieve its original effect to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect.