LegalMatch - Membership Agreement

This Attorney Membership Agreement (this “Agreement”) is entered into by LegalMatch.com, a California corporation (“we”, “us” or “LegalMatch”), and the member attorney (“you” or “Attorney”).

LegalMatch is an Internet-based forum that facilitates communications (the “Program”) between legal professionals and potential consumers of legal services (the “Users”). The Program is a venue for such Users to exchange information and form engagements. The Program is offered as a long-term solution to assist attorneys in selecting clients and to focus in a desired area of practice. In the interests of your practice, you agree to actively participate in the Program throughout the term (the “Term”) of the membership (the “Membership”).

1. Access to Program Features; Areas of Practice; Geographic Territories.

During the Term of your Membership, you will have certain limited access to the Program. Currently, Program features include intelligent client matching, new case notification, response message forwarding, personal home page to manage clients, a profile page with photograph to manage your profile data, case viewing in areas of practice by territory, comment board, and other features. Your Membership also allows you to view cases in the following Area(s) of Practice within its associated Geographic Territory:

Area of Practice No. 1: AAAAAA
Geographic Territory for Area of Practice No. 1: the counties of XXXXXX

within the state / states of SSSSSS only

2. Fees and Payment Terms; Term of Membership.

A. Application Fee.

The application fee (“Application Fee”) is $XXXXXX. You agree in advance that LegalMatch shall charge your credit card / debit your bank account for the full amount of the Application Fee. The Application Fee is one-time only and non-refundable, unless LegalMatch does not execute this Agreement within 30 days after the date you deliver it to LegalMatch, executed by you; in such event, LegalMatch shall refund the Application Fee.

B. Membership Fee.

Your membership fee (“Membership Fee”) is $XXXXXX. LegalMatch is not a law firm and does not practice law; therefore, it is prohibited from fee-splitting and other fee-sharing arrangements. Consequently, you agree that the Membership Fee is a fully-earned fee upon execution, due and payable according to subsection “C”, and that it is not contingent in any way upon the outcome of any client engagements; moreover, any payment terms that may be extended shall not change the status as fully-earned.

C. Terms of Payment.

Your Membership Fee is due in full upon execution of this Agreement by LegalMatch. You agree in advance that LegalMatch shall process your payment for the full amount, and that you will provide LegalMatch with all required billing information on the form attached hereto as Exhibit 1 (including name, address, credit card or bank account number, expiration date, security code, and social security number), as well as providing us with updated information in a timely manner upon the expiration or cancellation of, or other change to, the billing information previously provided.

D. Term.

The Term of the Membership shall be three (3) calendar years from the date of activation of your account.

3. Transferability of Membership; Assignment of Agreement.

Attorney may transfer this Membership and, together, assign this Agreement to another, provided that: (1) LegalMatch gives written consent; (2) a new Application Fee is paid in the then-current amount; (3) the entire Membership Fee is paid in full; (4) the assignee is eligible under LegalMatch’s then-current eligibility requirements and agrees to be bound by the terms of this Agreement; and (5) the assignment is (i) to another bona-fide member of the Member’s law firm or (ii) a part of the transfer of substantially all of the Member’s practice to the assignee.

4. Eligibility Requirements.

Attorney must, at all times, be licensed to practice law in at least one jurisdiction within the United States. Attorney may not use the Program during any period in which the Attorney is suspended or expelled from practice in any jurisdiction. Attorney shall advise potential clients of all known or potential impediments to Attorney's ability to represent a client.

B.

Attorney shall, at all times, ensure that all information provided to LegalMatch is true, accurate, and current, in all material respects. Attorney agrees that LegalMatch may, in its sole discretion, deny the Attorney access to the Program and/or terminate the Membership hereunder, if the Attorney has a record of professional discipline, has suffered adverse civil or criminal judgments of any kind, or is the subject of complaints by other LegalMatch Users, or if LegalMatch has any reason to believe that Attorney will not fulfill their professional obligations to clients.

5. Modifications to Program.

The Program is intended to assist prospective clients to locate a suitable and qualified attorney to handle their legal matters. To this end, LegalMatch will continue to explore and adopt new technologies and methodologies, and make modifications to the Program in an ongoing effort to improve the LegalMatch program. Attorney agrees that LegalMatch shall have the right to modify the layout, the features, or the processes of the Program, with or without notice to Attorney.

6. Final and Complete Agreement.

A. Incorporation by Reference.

By signing and returning this Agreement, and/or by continuing to access the Program, you agree to be bound by this Agreement. This Agreement incorporates the following documents, including future superseding versions of: (1) The Privacy Policy and Security Statement that is attached hereto as Appendix “A” and which may be found at [www.legalmatch.com/privacy/privacy_statement.html]; (2) the Membership Rules, Content Guidelines, Comment Board Rules, and Limitations & Warranties that is attached hereto as Appendix “B” and which may be found at [www.legalmatch.com/attorneys/memberRules.html]; and (3) the Verification Requirements that is attached hereto as Appendix “C”. Each of the above-referenced documents are subject to change with notice, which notice will be provided by posting on the LegalMatch website and the Attorney’s home page in the Program, and such revised documents shall become a part of this Agreement. In addition, this Agreement incorporates the LegalMatch Guarantee that is attached hereto as Appendix “D” and which may be found at [www.legalmatch.com/attorneys/atty-guarantee.html].

B. No Prior Agreements.

This Agreement supersedes all prior agreements, representations and discussions, and constitutes a final and integrated statement of the agreement between the parties. Further, with the exception of the General Allocation Model set forth in subsection “C” below, Attorney specifically acknowledges and agrees that LegalMatch does NOT (1) promise exclusivity in any geographic territory or legal Area of Practice; (2) agree to any limit on the number of memberships; (3) promise any level of case traffic; (4) agree to enter into or maintain any partnerships, advertising agreements, search engine optimization techniques, or any other specific arrangements or business practices; (5) promise to deliver any specific client or matter; or (6) make any other guarantees, express or implied, with the sole exception of the LegalMatch Guarantee (Appendix “D”).

C. General Allocation Model.

Under the general allocation model (herein “General Allocation Model”), LegalMatch will use reasonable efforts to maintain a balance between the number of Member Attorneys in each allocation against the number of cases being posted by client Users, based upon historical experience and in LegalMatch’s sole discretion.

7. Notification of Client Engagements; Client Referrals.

A. Notification of Client Engagements.

It is a material obligation of Attorney to notify LegalMatch of each client engaged through the Program. Notice of each client so engaged shall be sent within ten (10) days of engagement by e-mail to engagement@legalmatch.com.

B. Referring Clients.

Attorney agrees not to refer or otherwise transfer potential clients obtained through the Program to any other attorney or service provider outside of Attorney's law firm, unless (1) Attorney remains the attorney of record and primary client contact on the case or (2) Attorney receives no referral fee or compensation for doing so and the referral is in the best interests of the client.

C. Compliance.

Attorney agrees that LegalMatch may use various techniques to verify compliance hereunder, and may contact anyone in its inquiry. Upon request, Attorney shall provide a written accounting and supporting documentation of all clients engaged or introduced through the Program, to the extent that such will not violate any legal or ethical obligations.

8. Termination.

A. Termination of Membership.

Active participation throughout the Term of Membership is required in order to assist our client Users, and is essential to your success with the Program; therefore, if (1) you cancel your Membership, or (2) breach any of the material terms of this Agreement and fail to cure within fifteen (15) days of breach, your Membership will be terminated. In such event, this Agreement shall remain in full force with respect to payment and other terms, and LegalMatch may delete data and files in Attorney's account and bar any further access to such files or the Program.

B. Termination of Agreement.

Attorney may terminate this Agreement only if: (1) LegalMatch breaches a material term of this Agreement and does not cure within a reasonable time after receipt of written notice; or (2) the governing bar association of the Attorney's primary state issues a formal written opinion, opining that it would be clearly unethical for the Attorney to participate in the LegalMatch Program. LegalMatch may terminate this Agreement at any time. Upon termination under this Section, LegalMatch will waive future payments or pay to Attorney an amount of money equal to the proportion of the Membership Fee for the remainder of the Term, less any sums that may be owed by Attorney. Such sum represents a fair statement of the damages, if any, that would arise from such termination, and no other compensation or relief shall be available. Upon such termination, LegalMatch may delete data and files in Attorney's account and bar any further access to such files or the Program.

9. Comment Board; Indemnity.

A. Comment Board.

LegalMatch’s comment-feedback system (the “Comment Board”), which is more fully described in Appendix “A”, is an important feature of the Program, and Attorney agrees not to take any steps that may undermine the integrity of the Comment Board and to comply with LegalMatch’s then-current Comment Board rules found in Appendix “B”.

B. Indemnity.

Attorney shall defend and indemnify LegalMatch (and all of LegalMatch's officers, directors, agents, subsidiaries and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with Attorney's negligence or malfeasance, including: (1) the violation or breach by attorney of any advertising rules, legal ethics rules, and any other regulations governing Attorney's practice; or (2) any disputes between Attorney and any Users or guests of the Program or the Comment Board. This indemnity shall not extend to wrongful acts committed by LegalMatch officers, directors, agents, subsidiaries and employees. Attorney shall hold LegalMatch (and all of LegalMatch's officers, directors, agents, subsidiaries and employees) harmless from any and all of Attorney's claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with comments or information provided to LegalMatch, the Program or to the Comment Board by Users or guests of the Program.

10. Arbitration.

Any controversy or claim arising out of or relating to this Agreement or the breach thereof, or to the Program, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and shall be conducted in San Francisco, California. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Irrespective of any choice of law rules, the arbitrator will apply the substantive law of California and the Federal Rules of Evidence. The arbitrator will have jurisdiction to hear and rule on pre-hearing disputes and is authorized to entertain a demurrer pursuant to California CCP §430.40 and a motion for summary judgment or summary adjudication pursuant to California CCP §437c. The arbitrator shall also have jurisdiction to decide claims for interim or preliminary relief pursuant to the Association’s Optional Rules for Emergency Measures of Protection. Pre-hearing exchange of information shall be governed by the AAA Commercial Arbitration Rules and California CCP §1283. The arbitrator will render a written award and opinion that reveals the essential findings and conclusions upon which the award is based.

11. General.

A. Effective Date; Invalidity; Notice.

This Agreement shall become effective on the date signed by the Attorney, when signed by both parties. If any part of this Agreement is held to be invalid or void, such part shall be severed, and the remainder of this Agreement shall be construed to effectuate its intent. LegalMatch may provide written notice under this Agreement by posting notice on the Attorney’s home page in the Program.

B. One-Year Limitations.

Every cause of action between the parties must be filed within one (1) year after it arises, or be barred, unless such cause of action arises out of Attorney’s improper disclosure or use of confidential information, or the violation of LegalMatch’s proprietary rights, which then shall be governed by the applicable statute of limitations.

C. Independent Contractors; Waiver; Modifications.

Attorney and LegalMatch are independent contractors, and no agency, partnership, joint-venture, employee-employer, trust, fiduciary, franchisor-franchisee, or other relationship (other than that expressly described in this Agreement) is intended or created hereby. The failure of a party to exercise or enforce any right or provision hereunder shall not constitute a waiver of rights or provisions. This Agreement may only be modified by a writing signed by the parties.