USER AGREEMENT PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING CLASS ACTION WAIVER.

 

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Providence Private Investigation and Paralegal Services LLC (“Company”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website  (“Site”) or any part of the rest of the Site or the Site Services (defined in the Site Terms of Use). This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Privacy Policy. These agreements are collectively, with this Agreement, called the “Terms of Service” or “Agreement”.

 

Subject to the conditions set forth herein, Company may, in its sole discretion, amend this Agreement at any time by posting a revised version on the Site. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”). YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

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Definitions. The following terms are used throughout this Agreement and have the following specific definitions, regardless of capitalization, use in the singular or plural form, or use in the past, present or future tense; and will be considered fully incorporated within the Agreement as if stated directly within an applicable provision.

•  “Account” refers to  Accounts under the Site and or created by client with the Company.

•  “Cancellation Fee” is the fee charged by Company for cancelling Services.

•  “Client Portal” refers to any third-party online platform that may be made accessible to Users, or others through Site, or       otherwise made accessible to you by Company in conjunction with Site Services.

• “Company Network” refers to Company’s network of Attorneys, Paralegals, investigators and other entities or individuals.

• “Profile” refers to the information and record provided by the User that will be associated with that User.

• “Representatives” refers to employees, representative, or assignees.

• “Service Fee” is the fee charged by Company for performing various services, including, but not limited to providing access to its network of Paralegals, as well as access to its Client Portal, communication tools, document management system, payment services, and the like.

•  “Site Services” refers to the various services provided by Company, including, but not limited to providing access to Paralegals within its network to review and potentially accept a Hiring Attorney’s Proposed Project; providing access to the Client Portal, its communication tools, document management system, and payment services. Company is not an attorney referral service or employment agency. Company provides a platform that affords Users access to Company Network to share, review, and potentially accept Proposed Projects as independent contractors, to perform legal services or support for Hiring Attorney(s) upon acceptance of a Proposed Project.

•  “Site” refers to Company’s website, along with all subpages, Client Portals, digital, pages, tabs, pricing plans, applications, and all content or services available at or through the website.  “Terms” collectively refers to all of the terms, conditions, provisions, clauses, requirements, obligations or notices contained or referenced herein.  “User(s)” refers to the Company staff and clients/site visitors collectively.  “User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, work product, research, legal work, or other information that you or any Site Visitor or User post to any part of the Site or provide to Company, including such information that is posted as a result of questions. 1.26. “We,” “Us” or “Our” refers to Company.  You” or “Your” refers to User(s), either individually or as an authorized representative on behalf of a company or legal practice who engages or intends to engage Site Services.

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User Accounts.

You agree to the terms and conditions contained in this Agreement before using the Company’s Site or Site Services.  

 

Registration and Acceptance.

• By registering for an account to use the Site or Site Services (an “Account”) and/or by using the Site or Site Services after the Effective Date, you agree to abide by this Agreement and other Terms of Service. WHEHTER A USER CREATES AN ACCOUNT OR NOT, USERS OF THE SITE AND THEIR AFFILIATES OR REPRESENTATIVES ARE BOUND BY THESE TERMS.

• To access and use certain portions of the Site and the Site Services, you must register for an Account. Company reserves the right to decline a registration to join Company or to add an Account type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.  If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.

• Account Eligibility. Company offers the Site and Site Services for business purposes only and not for personal, household, or legal advice. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Services; and (d) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

• Account Profile. To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent may be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to Company and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

• Account Permissions. You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Company may close any or all related Accounts.

• Identity and Location Verification. When you register for an Account and from time to time thereafter, your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Company. You authorize Company, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your e-mail address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.

•  Usernames and Passwords. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Company to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service or for the purposes of any illicit act, including copying Company Intellectual Property Rights. Company encourages you to use strong and unique passwords, protect them from others, and change them often.

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Data Security, Retention, Account Termination and Confidentiality.

• The information Company obtains from or about you may be processed and stored in the United States of America. Company may keep this information as long as is permitted or required under the law. If you terminate your Account, we will remove your content, materials or information from the Site, but may retain your data for a period of 5 years (or longer if required by law) in our active systems in order to ensure our ability to satisfy the authorized uses under this privacy policy. For example, Company may use retained data to prevent, investigate, or identify possible wrongdoing in connection with the Site or to comply with legal obligations. Please, note that information may exist in backup storage even after it has been removed from our active databases.

• Company has the ability to grant or block access to Site based on IP address. Using this feature, Company may limit your access to an application to your internal network in Company’s sole discretion and without notice to you.

• Hiring Attorney Data is and will remain the sole property of Hiring Attorney. Company will take all such reasonable measures as may be necessary to protect the confidentiality of Hiring Attorney’s Data. Company will not disclose or use Hiring Attorney’s Data for any purpose other than to carry out the purposes for which Hiring Attorney disclosed the data to Company, or as otherwise permitted by these Terms. In addition, Company will take reasonable measures to ensure the integrity, delivery and security of transmissions containing such Hiring Attorney Data.

• Company and Users may be furnished with access to confidential and/or privileged information relating to Hiring Attorney, Hiring Attorney’s law firm, Hiring Attorney’s client(s) and the like. Company and Users agree to maintain the confidential and privileged nature of all such Hiring Attorney Data and client data and further agree not disclose the nature of such information to any third party. In furtherance of this provision, Hiring Attorney should take all reasonable steps to remove and/or redact any information that is privileged, confidential or otherwise subject to any legal protections, if such information is not required to undertake any Proposed or Assigned Project.

• Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so as long as these do not violate the terms of this Agreement.

• Practice of Law. Company is not a law firm and does not engage in nor provide any legal services, legal representation, legal advice, legal opinions, legal recommendations, or legal counseling. Notwithstanding any licensure or professional certifications held by Company’s individual owners or representatives, Company’s owners will not be held individually liable by any association, board, or any other regulatory body for liabilities associated with applicable professional certifications. Neither Paralegals nor Hiring Attorneys are employees or agents of Company.

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Cancellation.

In the event that a client submits a Proposed Project but cancels or revokes said Proposed Project prior to being accepted by a Private Investigator or Paralegal, the client may be responsible to pay a Cancellation Fee in the amount of 22% of the proposed Project Rate. If the Client or Hiring Attorney cancels or terminates an Assigned Project (i.e., after a Paralegal has accepted the Proposed Project), Hiring Attorney is responsible to pay: (1) the full Cancellation Fee associated with the Assigned Project, and (2) the prorated amount of the Project Rate for all time expended by a Paralegal from acceptance of the Proposed Project up until the time that the Assigned Project is cancelled or terminated by Hiring Attorney.

Payment information is maintained by a third-party provider. Company uses third-party providers, Stripe, Forte and PayPal, and other companies as its payment gateways.

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Third Parties.

Company does not rent, share, sell, or trade personally identifiable information with third parties for their direct marketing purposes. Except for the exclusions specified in this Agreement, Company does not provide the personally identifiable information that you have provided to us to third parties unless you give us permission or direct us to do so. Company does work with third parties and they may have access to some of your information so that they can perform services necessary to maintain Site, Client Portal, or other needs of Company.

Aggregate Information.  Company may disclose the total number of users that have registered as with Company for services or the areas of law in which registered Investigators or Paralegals have prior experience, etc. By accessing the Site, you authorize Company’s use and dissemination of this limited information. We may share information from or about you with other companies under common control, in which case we will require them to honor the Company’s Privacy Policy. If another company acquires Company or all or substantially all of our assets, that company will possess the same information and will assume the rights and obligations with respect to that information as described in this Agreement.

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Confidentiality.

 

Company’s Ownership of Confidential Information.

You acknowledge that you may have access to information that is treated by Company as confidential and proprietary, including, without limitation, the existence and terms of this Agreement, polices, procedures, technical material, business data and methods, trade secrets, technology, and information pertaining to business operations and strategies, customers (or Users), pricing, marketing, finances, sourcing, personnel, usernames, passwords, lists of the Users, potential clients, rates, services, agreements, as well as certain privileged or confidential information, documents, work-product and the like, pertaining to cases or files or clients of Users or other Confidential Information, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that you become aware of in connection with Services is subject to the terms and conditions of this clause and of the Agreement.  No Attorney-Client Relationship. Company is not a law firm. Company does not provide legal representation to clients. Company provides access to the Site and Site Services solely to Users, not end clients. The attorneys affiliated with Company are independent contractors and do not constitute a law firm 10 among themselves. The information provided on the Site should not be construed as legal advice. Transmission of information from the Site is not intended to create, and its receipt does not constitute, an attorney-client relationship with Company or any of its individual Attorneys or personnel. Use of Site or Site Services does not establish an attorney-client relationship.

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Company will protect the confidentiality of all information provided by Users. You agree to treat all Confidential Information as strictly confidential, to take extreme care and caution with respect to protecting Confidential Information, both digitally and as hard copy files, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without Company’s prior written consent in each instance, not to use any Confidential Information for any purpose except as required in the performance of services, and not to destroy or otherwise inhibit Company’s ability to access, restore, or otherwise use its Confidential Information (including usernames, passwords, and software access). You must notify Company immediately in the event it becomes aware of any loss or disclosure of any Confidential Information. 

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Mandatory Disclosure of Confidential Information.

No language within this Agreement is to be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. You agree to provide written notice of any such order to an authorized Company officer within 72 hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit Company to contest the order or seek confidentiality protections, as determined in Company’s sole discretion.

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Right to Refuse Service.

Company has the right (though, not the obligation) to, in its sole discretion, determine whether or not any content, materials or information posted or transmitted by you using the Site or Client Portal, and the like, is appropriate and complies with the terms and conditions of this Agreement and to refuse or remove any such content, materials or information that, in its reasonable opinion, violates any of terms or conditions of this Agreement, or is any way deemed harmful, inappropriate or objectionable. Company further reserves the right to make edits, revisions or changes to the manner of any content, materials or information posted, transmitted or displayed on the Site or Client Portal, and the like.

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Company Fees.

Service Fees. Company will bill Client for an Assigned Project upon Hiring Attorney’s acceptance of a completed Assigned Project.  Client will be invoiced on the first day of each month for the previous month’s work beginning on Commencement Date. Client must pay Service Fees due within 10 days of invoice date. Company reserves the right to adjust Service Fees without notice or permission from Users.  Alternative billing and payment arrangements may be made on an individual basis, the terms of which must be set forth in a separate agreement, executed by both Parties.  Any dispute of an invoice or credit card charge for services rendered must be made within 5 days of: (a) receipt of the invoice, or (b) payment being made, whichever is earlier. Client/Hiring Attorney waives any right to a refund or credit if a dispute is not timely made in writing, including e-mail.

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If, at any time, Client/Hiring Attorney contends that the services provided by an Attorney or Paralegal relating to an Assigned Project were materially inconsistent with the agreed-upon terms thereof, Client/Hiring Attorney must send written notification to Company within 48-hours of the completed Assigned Project being sent to Client/Hiring Attorney for acceptance. After that time, any Assigned Project is deemed complete and accepted by Client/Hiring Attorney. Company will assess any issues timely raised by Client/Hiring Attorney and will make a reasonable, good-faith effort to rectify such issues when, in its sole discretion, deems it necessary to do so.

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Non-Payment.

If Client/Hiring Attorney is in “default”, meaning the Client/Hiring Attorney fails to pay the Service Fees, Referral Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Company), Company will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client/Hiring Attorney will be deemed to be in default on the earliest occurrence of any of the following: (a) Client/Hiring Attorney fails to pay the Service Fees when due, (b) Client/Hiring Attorney fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client/Hiring Attorney fails to pay an invoice issued to the Hiring Attorney by Company within the time period agreed or, if none, within 30 days, (d) Client/Hiring Attorney initiates a chargeback with a bank or other financial institution resulting in a charge made by Company for Service Fees or such other amount due being reversed to the Client/Hiring Attorney, or (e) Client/Hiring Attorneyy takes other actions or fails to take any action that results in a negative or past-due balance on the Hiring Attorney’s account.

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If Client/Hiring Attorney is in default, Company may, without notice, temporarily or permanently close Client/Hiring Attorney’s Account and revoke Client/Hiring Attorney's access to the Site and Site Services, including Client/Hiring Attorney’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional services from other Users through the Site. However, Client/Hiring Attorney will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client/Hiring Attorney’s Account as a result of the default. Without limiting other available remedies, Client/Hiring Attorney must pay Company upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.  Company, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client/Hiring Attorney or held by Company for Hiring Attorney, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

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Indemnification.

You agree to defend, indemnify and hold harmless Company, its affiliates and subsidiaries, and all of their respective directors, officers, employees, representatives, sales associates, proprietors, partners, shareholders, principals, agents, predecessors, successors and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including attorney’s fees and litigation expenses) relating to or arising from any breach by you of this Agreement, any negligent or intentional acts, errors or omissions alleged to have been 20 committed by you, or your failure to comply with applicable laws or regulations in your use of services provided by Company or any User(s). Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

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Mediation.

Upon good faith attempt to negotiate the dispute, the Parties may submit the dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties will cooperate with one another in selecting a mediation service and will cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in participating in the mediation. The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties. 

 

If the Parties cannot resolve the dispute for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, any dispute surviving after the Parties have made good faith efforts to resolve the dispute, may be filed in a court of competent jurisdiction in accordance with the provisions of governing law set out in this Agreement.  Waiver of Jury Trial and Class Action. You agree that by using Site and entering into this Agreement, you are waiving the right to trial by jury. You also agree that you are waiving the right to participate in a class action. You agree that you may bring claims only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.  Confidentiality of Dispute Resolution. Users agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the dispute resolution process set out in this Section by any of the parties, their agents, employees, experts and attorneys, and by the negotiator, mediator and any employees of the negotiation and mediation service, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation, arbitration, or other proceeding involving Users, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the dispute resolution set out in this Section.

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