vCounsel — Legal

VCOUNSEL TERMS OF SERVICE

(Engagement Agreement)

PLEASE READ THE FOLLOWING PRIOR TO ACCEPTING THIS AGREEMENT, USING THE SERVICES, OR PAYING FOR THE SERVICES AS ONCE YOU DO ANY OF THE FOREGOING, IT IS A BINDING CONTRACT.

These Terms of Service (the “Agreement”) by and between Company and vCounsel, LLC, a Delaware limited liability company with its principal place of business at 5739 Belmont Avenue, Dallas, Texas 75206 and its affiliates (including Virtual Counsel, PLLC, a Texas PLLC (“VCPLLC”)) (collectively “vCounsel”) is made effective upon the earlier of Company’s acceptance of this Agreement by clicking “I Accept” or substantially similar acknowledgement, purchase of the Services, or use of the Services. As indicated, the Plan and this Agreement may include representing you in forming an entity. References in this Agreement to Company will mean: (i) you personally until the entity (the “Company”) is formed; and (ii) the Company after its formation.

vCounsel provides consulting services, technology solutions, and access to legal services through its services partner affiliate, VCPLLC pursuant to this Agreement as set forth in below. Company desires that vCounsel provide one or more of the services set forth on it website at www.vcounsel.net (“Site”) under a plan as selected thereon (“Plan”) subject to this Agreement or as set forth in a separate signed written agreement between vCounsel and the Company (the “Services”). The Plans come in two types: (i) one time Services Plan (“One Time Plan”); and (ii) recurring monthly Services Plan (“Recurring Plan”).

NOTE ON RECURRING PLANS: THE MINIMUM COMMITMENT SERVICE FEE FOR A RECURRING PLAN IS THREE (3) MONTHS INITIALLY (EXCEPTING THE SILVER PLAN WHICH REQUIRES SIX (6) MONTHS) AND COMPANY AGREES TO PAY SUCH FEES FOR SUCH PERIOD REGARDLESS OF THE EXTENT AND SCOPE OF COMPANY’S USE OF THE RECURRING PLAN. A SIGNIFICANT PORTION OF THE RECURRING PLAN INCLUDES BENEFITS THAT ARE INVESTED/INCURRED/DELIVERED BY VCOUNSEL AND VCPLLC IN THE FIRST WEEKS AND MONTH OF THE PLAN, THUS MANDATING THE MULTIPLE MONTH FINANCIAL COMMITMENT BY COMPANY. THIS ALSO GIVES COMPANY THE FLEXIBILITY TO UTILIZE THE BENEFITS UPFRONT IN THE FIRST MONTH OR SEVERAL MONTHS, WITHOUT PAYING THE COST OF THOSE SERVICES UPFRONT OR AT THE END OF THE CURRENT MONTH, BUT RATHER OVER THE PLAN TERM AND ANY RENEWAL TERM THEREOF. SPECIFICALLY, SHOULD YOU EXCEED YOUR MONTHLY ALLOTMENT OF HOURS, THE PLAN WILL CONTINUE UNTIL THOSE ARE CALLED OFF. COMPANY EXPRESSLY AGREES THAT ALL MONTHLY FEES HAVE THEREFORE BEEN EARNED UPON SIGNING THIS AGREEMENT AND SPECIFICALLY THAT YOUR CONTINUED ACCESS AND SERVICE FEES DURING ANY TRANSITION PERIOD ARE REASONABLE, DUE AND EARNED. WHILE COMPANY IS FREE AT ANYTIME TO TERMINATE THE ATTORNEY-CLIENT RELATIONSHIP WITH VCPLLC, OR THE PLAN WITH THIRTY (30) DAYS NOTICE, COMPANY’S FINANCIAL COMMITMENT REMAINS AN OBLIGATION UNTIL ITS TOTAL SERVICE FEES HAVE EARLIER COVERED THE MINIMUM COMMITMENT OR PRICING FOR THE SERVICES IT HAS ACCESSED OR RECEIVED TO WHILE ON SUCH PLAN. IF COMPANY TERMINATES THE PLAN, IT WILL HAVE ACCESS TO THE PLAN SERVICES FOR THE REMAINING PORTION OF ANY TERM AFTER SUCH TERMINATION IS EFFECTIVE AND MAY STILL ELECT TO REMAIN A CLIENT OF VCOUNSEL AND VCPLLC ON AN HOURLY BASIS OR OTHER MUTUALLY AGREED UPON ARRANGEMENT. FOLLOWING THE INITIAL TERM OF THE RECURRING PLAN, THE RECURRING PLAN WILL AUTOMATICALLY RENEW ON A MONTHLY BASIS UNLESS YOU NOTIFY US IN WRITING OF YOUR INTENTION TO TERMINATE WITH THIRTY (30) DAYS PRIOR WRITTEN NOTICE, OR TERMINATION BY VCOUNSEL. THE INITIAL PLAN TERM AND ANY RENEWAL TERMS THEREOF ARE REFERRED TO HEREIN AS THE “PLAN TERM.” WHERE NOT EXPRESSLY REQUIRED BY APPLICABLE LAW, VCOUNSEL MAY ATTEMPT TO NOTIFY COMPANY OF THE RENEWAL TERM, HOWEVER FAILURE TO DO SO SHALL NOT VOID SUCH RENEWAL.

Company and vCounsel hereby agree as follows:

1. Services.

1.1 Subject to the terms and conditions of this Agreement, the Company hereby retains vCounsel as a consultant and advisor to perform the Services, as may be amended in writing from time to time, and vCounsel agrees, subject to the terms and conditions of this Agreement, to render such Services during the Term of this Agreement. vCounsel shall render Services hereunder at such times and places as shall be mutually agreed by Company and vCounsel. For the avoidance of doubt, the parties understand and agree that vCounsel solely provides access to legal services and billing thereof, but does not provide any legal advice and that any and all Services comprised of legal advice are provided solely by VCPLLC subject to additional terms set forth below and the applicable rules of professional responsibility.

1.2 It is understood that the purpose of the consulting is to provide periodic review and advice relevant to certain Company matters, and that neither vCounsel nor Company will benefit if vCounsel provides inaccurate advice or commentary based on insufficient information. To that end, Company shall provide vCounsel, in advance of meetings, with accurate, unbiased and sufficient information for vCounsel to review the subject matter thereof, and shall promptly provide further information that vCounsel reasonably deems relevant to forming any pertinent conclusions relevant to the matter for discussion. It is expressly understood that vCounsel has no fiduciary obligation to Company, but instead a contractual one described by the terms of this Agreement; that vCounsel’s role is to provide independent advice; and that service as a consultant does not require vCounsel to be an advocate for Company or its products in any forum, public or private.

2. Compensation and Reimbursement.

In consideration of the Services to be provided by vCounsel to the Company hereunder, the Company shall pay to vCounsel (in order of precedence): (i) the amount on the Site for the Plan selected and included in the payment cart; (ii) the amount as mutually agreed upon as set forth in a separate signed written agreement between vCounsel and the Company; or (iii) three hundred dollars ($300.00) per hour of Services performed if no separate agreement exists, Company selected a Service outside of a Plan or wishes to purchase one on an individual basis (the “Service Fees”). In addition, the Company shall reimburse vCounsel for reasonable travel and other related expenses vCounsel incurs in connection with performing the Services. To obtain reimbursement, vCounsel shall submit to the Company an invoice describing expenses incurred under this Agreement. Company shall provide any documentation requirements and any travel policy restrictions to consultant in writing in advance, or be foreclosed from relying on such requirements and restrictions to deny reimbursement. The Company shall pay to vCounsel as follows: (i) for amounts under a Plan on the first day of each month in which Services will be performed by a charge to Company credit card or ACH transfer; or (ii) for invoiced amounts outside of a Plan within fifteen (15) days after the date of invoice and shall thereafter be subject to a late fee of one percent per month for which the payment remains unpaid. Service Fees do not include any filing fees, taxes, or processing fees and such items will be included as a separate line item. In the event that Company’s initial method of payment for a Plan is not honored by your institution then Services will not be performed or in the case of a subsequent payment under a Recurring Plan, such Plan may be terminated by vCounsel and a Service Fee equal to your remaining minimum commitment, if any, or for Service actually rendered will be sent to Company and be immediately due and owing not as a penalty, but as amounts due and owing for Services rendered or access thereto provided.

3. Independent Contractor Status.

The parties agree that this Agreement creates an independent contractor relationship, not an employment relationship. vCounsel acknowledges and agrees that the Company will not provide vCounsel, its affiliates or contractors with any employee benefits, including without limitation any employee stock purchase plan, social security, unemployment, medical, or pension payments, and that income tax withholding is vCounsel’s responsibility. In addition, the parties acknowledge that neither party has, or shall be deemed to have, the authority to bind the other party. The parties shall at all times observe the Internal Revenue Service guidelines regarding independent contractors in order to ensure that the parties preserve such status.

4. Indemnification.

Notwithstanding any other term of this Agreement, a party shall indemnify, defend and hold harmless the other party, its corporate affiliates, directors, trustees, officers and their respective successors, heirs and assigns (the “Indemnitees”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees and other costs and expenses of litigation) directly incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments by a third party arising out of (i) the willful or negligent actions of the indemnifying party resulting in the death, disability or real property damage to such third party while performing its obligations under this Agreement; (ii) infringement of such third party’s patent, copyright or trademarks rights under the law of the United States by the indemnifying party (and specifically not third party products) or (iii) a violation of applicable law.

5. Intellectual Property.

Subject to the terms and conditions of this Agreement, the results of the Services, regardless of form, that are provided by vCounsel (the “Deliverables”) do not constitute works for hire and specifically exclude vCounsel IP (defined below). However, vCounsel acknowledges Company and their licensors’ claims of proprietary rights in preexisting works of authorship and other intellectual property that is provided to vCounsel in its work pursuant to this Agreement (“Company IP”). vCounsel does not claim any right in Company IP, which shall not be vCounsel IP, even if incorporated in the Deliverables that vCounsel provides to Company. Accordingly, Company agrees that, except for any Company IP, vCounsel exclusively owns any and all templates, object code, source code, flow charts, documentation, information, reports, results, findings, ideas and any and all works and other materials developed hereunder (collectively, the "vCounsel IP") and that title thereto shall remain with vCounsel. All applicable patents, copyrights, trademarks, trade secrets and other rights and interests in the vCounsel IP are and shall remain entirely in vCounsel. For the avoidance of doubt, vCounsel exclusively owns any and all claims of proprietary rights in preexisting works of authorship and works produced by vCounsel separate from the Services. Upon payment in full of the amounts due hereunder, Company shall have a limited, non-transferable, non-exclusive license to use the Deliverables prepared as part of the Services for its Internal Business Purposes. For definition, "Internal Business Purposes" means use of the Deliverables for the business purposes of Company excluding (1) sale or license of the Deliverables to third parties, (2) integration of all or part of the Deliverables into a product for sale or license to third parties, or (3) for any purpose that directly benefits a third party where such third party may otherwise have procured the Services from vCounsel. Nothing contained herein shall be deemed to afford vCounsel any right to any Company IP, except as necessary for the performance of the Services in which case vCounsel shall be granted a limited, non-transferable, non-exclusive license to use such Company IP to render the Services and provide the Deliverables. vCounsel warrants that it has the full right to license the Deliverables to Company as described herein.

6. Confidential Information.

6.1 As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, but not be limited to Company data and Company IP; vCounsel Services; and the Plan and term selected and all order forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Company data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of Confidential Information.

6.2 The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent.

6.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

6.4 VCPLLC’s obligations regarding attorney-client privilege and covered communications or materials and its obligations under the applicable professional rules of responsibility supecede the preceding portions of this Section as required by applicable law or rules.

7. Warranty.

vCounsel shall perform Services in a workmanlike manner in accordance with generally accepted industry standards. Company must notify vCounsel of any failure to so perform within ten days after the date on which such failure first occurs. vCounsel’s entire liability, and Company’s sole remedy, for vCounsel’s failure to so perform shall be for vCounsel to, at its option, (i) use reasonable efforts to correct such failure, and/or (ii) terminate the applicable Services and refund that portion of any fees received that correspond to such failure to perform. Except as expressly stated herein above, vCounsel (including its suppliers, subcontractors, employees and agents) provide the Services “AS IS” and makes no other express or implied warranties, written or oral, and ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

8. Limitation of Liability.

EXCEPT AS OTHERWISE PROVIDED IN SECTION 4 ABOVE, EACH PARTY’S TOTAL LIABILITY (INCLUDING THE LIABILITY OF ANY SUPPLIER, SUBCONTRACTOR, EMPLOYEE OR AGENT OF SUCH PARTY), AND SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY SOLE NEGLIGENCE OF THE RESPONSIBLE PARTY IN AN AMOUNT NOT TO EXCEED THE PRICE PAID BY COMPANY TO VCOUNSEL FOR THE SPECIFIC SERVICE FROM WHICH SUCH CLAIM ARISES. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF A PARTY’S PROPRIETARY RIGHTS (INCLUDING ANY LICENSE GRANTED THEREUNDER) OR CLAIMS FOR INDEMNITY ARISING UNDER SECTION 4, NEITHER COMPANY NOR VCOUNSEL (INCLUDING VCOUNSEL’S SUPPLIERS, SUBCONTRACTORS, EMPLOYEES AND AGENTS) SHALL (I) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (II) BRING ANY CLAIM BASED ON ANY SERVICE PROVIDED HEREUNDER MORE THAN EIGHTEEN MONTHS AFTER THE CAUSE OF ACTION ACCRUES. VCOUNSEL ACCEPTS NO LIABILITY WHATSOEVER FOR ANY THIRD PARTY PRODUCTS THAT IT MAY RECOMMEND. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT LIMIT ANY DAMAGES TO THE EXTENT PROHIBITED BY LAW AND SHALL NOT EXTEND TO VCPLLC FOR ITS ACTIVITIES WHERE LIMITED BY LAW, PROVIDED HOWEVER THAT VCOUNSEL SHALL BEAR NO LIABILITY FOR THE ACTS OF VCPLLC AND COMPANY SHALL PURSUE VCPLLC DIRECTLY FOR ANY CLAIMS OR DAMAGES.

9. Publicity.

Each party shall not, and shall not authorize or assist another to, originate, produce, issue or release any written publicity, news release, marketing collateral or other publication or public announcement, relating in any way to this Agreement, without the prior written approval of the other, which approval shall not be unreasonably withheld; provided, however, that vCounsel may identify Company as a client for reference purposes.

10. Term and Termination.

This Agreement shall remain in effect for a term of one (1) year commencing on the date first written above initially and thereafter shall automatically renew for additional one (1) year periods, unless sooner terminated as hereinafter provided, (“Term”). This Agreement may be terminated by either party, with or without cause, upon thirty (30) days prior written notice to the other; provided that if vCounsel terminates this Agreement, vCounsel shall, in accordance with the terms and conditions hereof, nevertheless wind up in an orderly fashion assignments for the Company which vCounsel began prior to the date of notice of termination hereunder subject to continued payment of Service Fees by Company. Upon termination of this Agreement for any reason, vCounsel shall be entitled to receive such compensation and reimbursement, if any, accrued under the terms of this Agreement, but unpaid, as of the date vCounsel ceases actual work including any wind up under this Agreement. In addition, vCounsel shall be reimbursed for any non-cancellable obligations, and, unless vCounsel terminates the Agreement without cause, any expenditure reasonably made in order to perform the Services that were to occur had cancellation not occurred. Note that the length of a Plan may be shorter than the Term hereof and any renewal of this Agreement does not automatically obligate Company to any additional Services or Service Fees for the entire Term, but merely for the length of the Plan purchased.

11. Other Agreements.

11.1 Company may accurately state that vCounsel is a consultant to Company, and list its service delivery personnel’s professional degrees and titles.

11.2 vCounsel may amend its policies and/or the terms of this Agreement from time to time following reasonable notice to you, which may include posting the updated terms on the Site with a revision date and at vCounsel’s option, a summary of changes. No modifications or amendments shall be retroactive and will not impact Service Fees that are automatically billed without your consent, which may be obtained electronically through the Site or other reasonable method.

11.3 vCounsel and Company mutually represent that to the best of their knowledge neither currently has any agreement with, or any other obligation to, any third party that conflicts with the terms of this Agreement. The parties agree that they shall not intentionally and knowingly enter into any such agreement.

11.4 The laws of the State of Delaware shall govern this Agreement.

11.5 Any notice or other communication by one party to the other hereunder shall be in writing and shall be given, and be deemed to have been given, if either hand delivered or mailed, postage prepaid, certified mail (return receipt requested), or transmitted by electronic means, addressed as follows:

If to vCounsel:

vCounsel, LLC

Attn: Christopher Usrey

5739 Belmont Avenue

Dallas, Texas 75206

christopher.usrey@vcounsel.net

If to the Company then at the address provided thereby.

11.6 The parties acknowledge that the Services are personal in nature, and that from vCounsel’s perspective the specific identity of the Company, including its leadership, corporate culture, staff and reputation, is material to vCounsel’s choice to enter into this Agreement. Therefore the parties expressly agree that no party may assign this Agreement without the written consent of the other.

11.7 vCounsel and its affiliated entities including specifically VCPLLC represent clients in a broad range of industries and in a wide variety of legal matters, nationally and internationally. Absent an effective conflict of interest waiver, conflicts of interest could arise that could deprive you or other clients of the right to select vCounsel as their counsel, and preclude us from representing you or other clients in ongoing or future matters. In undertaking the Agreement, vCounsel wants to be fair to you and to our other clients. Accordingly, you acknowledge and agree that vCounsel and its affiliated entities may, now or in the future, represent other persons or entities on matters adverse to you or any of your current or future affiliates, including, without limitation, in commercial transactions, auctions, mergers and acquisitions, intellectual property matters, restructuring or bankruptcy matters, litigation, arbitration or other dispute resolution procedure, other than those for which vCounsel had been or is then engaged by you. Such matters shall be referred to as “Allowed Adverse Representation”. You understand that the foregoing examples are illustrative, not exhaustive. You agree that you will not, for yourself, or any other entity or person, assert vCounsel’s representation of you or any of its current or future affiliates as a basis for disqualifying vCounsel from representing another party in an Allowed Adverse Representation. You further agree that an Allowed Adverse Representation does not breach any duty that vCounsel owes to you or any of your affiliates. You may consult with independent counsel regarding this section before agreeing to it. You agree that this section does not expand the scope of the Agreement to encompass your affiliates unless expressly agreed by vCounsel.

12. VCPLLC Specific Terms.

VCPLLC, an affiliate of vCounsel that provides legal services and is managed by Christopher Usrey, a licensed attorney, as its Managing Member, will represent Company through the Services that are legal services in nature including, but not limited to those Services contained in the Plan selected by Company or general legal services from time to time as requested by Company. This Agreement is limited to advice in legal and business matters, and does not include representation of individuals, subsidiaries, or any other agents or employees of Company unless otherwise agreed. In addition, if Company requires other work, this Agreement will govern our engagement for that other work. Should Company have any questions regarding any aspect of VCPLLC’s representation, contact us immediately so that any issues can be promptly resolved to our mutual satisfaction.

VCPLLC shall bill Company reasonable attorney’s fees and expenses as set forth in Section 2, above, through vCounsel pursuant to an agreement between vCounsel, LLC and VCPLLC and as further authorized under the Agreement. VCPLLC will always provide a named attorney that will be responsible for your account and communications with you.

From time to time third parties maybe retained to provide certain services in the performance of VCPLLC’s services to Company, and as a policy, certain identifiable costs incurred by VCPLLC on your behalf will be payable by Company and billed via vCounsel. VCPLLC will get your approval before obtaining any third party for work. These parties may have some access to Company Confidential Information in performing their services. All are bound by duties of confidentiality so that their obligations to preserve confidentiality are the same as that of VCPLLC personnel.

VCPLLC typically maintains a file of electronic documents during the representation containing those documents VCPLLC considers useful to the work. VCPLLC endeavor to send to you, during the course of, or at the conclusion of, its representation, the originals or copies of all documents that VCPLLC deem important for Company to retain. At the conclusion of these matters or any other representation VCPLLC undertake on Company’s behalf, Company agree that all electronic and hard copies of documents or data VCPLLC have in the file relating to the matters (or other representation, as applicable), whether VCPLLC may have received them from Company, received them from others, or created them myself, may be handled and ultimately destroyed in accordance with VCPLLC record retention policy then in effect (currently providing for a retention period of three years for most matters).

As we have offices in, conduct Services from, and are licensed in Texas, the Texas Supreme Court has promulgated a creed for Texas lawyers and requires that VCPLLC provide a copy of it to new clients. A copy is available on the Site for your review. VCPLLC must also advise Company that the State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar’s office of general counsel will provide Company with information about how to file a complaint; for more information, call 1.800.932.1900.

Please note that other states and countries in which VCPLLC and vCounsel perform Services may have bodies governing such Services and you may contact them as well.

VCOUNSEL PRIVACY POLICY

The materials on this website are made available by vCounsel for informational purposes only and are not legal advice. The transmission and receipt of information contained on the website do not form or constitute an attorney-client relationship. Persons should not act upon information on this site without seeking professional legal counsel. An attorney-client relationship is only formed when you have made a purchase of legal services through this website and have executed the Online Engagement Agreement located within our website.

vCounsel, LLC, its affiliates and subsidiaries (collectively “vCounsel”) respect the privacy of our customers, business partners, and other visitors to our Sites, who may choose to provide Personal Information. We recognize the need for appropriate protections and management of Personal Information that you provide to us. This Privacy Policy will assist you to understand what types of information we may collect, how that information may be used, and with whom the information may be shared when you provide information within the vcounsel.net domain of websites (the “Sites”). PLEASE NOTE THAT LEGAL SERVICES ARE COVERED BY ATTORNEY CLIENT PRIVILEGE AND RULES OF PROFESSIONAL RESPONSIBILITY AND PORTIONS OF THIS PRIVACY POLICY MAY NOT APPLY SOLELY TO THE EXTENT THAT THEY CONFLICT WITH OBLIGATIONS THEREUNDER. SERVICES PROVIDED OUTSIDE THE SCOPE OF LEGAL REPRESENTATION SUCH AS BUSINESS OR TECHNOLOGY CONSULTING SHALL BE GOVERNED HEREBY WITHOUT EXCEPTION.

Scope

This Privacy Policy applies to data collected by vCounsel.

What Personal Information does vCounsel Collect?

On the Sites you can request information, subscribe to marketing, create and manage your account, or view other materials. vCounsel will collect Personal Information from you for these purposes. “Personal Information” for purposes of this Privacy Policy is information that identifies or can identify a specific individual including, but not limited to an individual’s name, address, telephone number, email address and/or contact preferences. vCounsel does not collect Personal Information when you visit vCounsel´s Sites unless you choose to provide it to vCounsel.

vCounsel does not intend to collect “Sensitive Information” which includes such items as: Personal Information specifying medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or information specifying the sex life of the individual. However to the extent this information is collected by vCounsel the person providing such information will be given an affirmative or explicit (opt in) choice if such information is to be disclosed to a third party or used for a purpose other than those for which it was originally collected or subsequently authorized by the individual through the exercise of opt in choice.

How does vCounsel use Personal Information?

vCounsel will use Personal Information to provide current and potential customers and business partners with information and services and to help us better understand your needs and interests. Specifically, we use your information to welcome you and to provide ongoing service and support.

In accordance with applicable law, Personal Information collected may be transferred to, stored and processed in the United States or any other country in which vCounsel, vCounsel subsidiaries and affiliates, or service providers maintain facilities, even if the level of data privacy required is less than that required by applicable law of the originating country. By entering your personal data, you consent to the worldwide processing of your Personal Information by vCounsel for these uses.

In addition, we may use aggregate demographic information to improve our Sites, but that information is not personally identifiable.

With whom does vCounsel Share Personal Information?

vCounsel contracts with its affiliates and subsidiaries and with third party service providers and suppliers to deliver certain products, services and customer solutions and support. Examples of such services provided on our behalf include the delivery of mailings, hosting websites, processing transactions, planning events, and the provision of support and other services to enable the use of vCounsel products and services. vCounsel uses a recruitment partner to collect and process career applications. vCounsel may share Personal Information with its service providers and suppliers to the extent needed to deliver the service, or to respond to requests for information on products or services, or to otherwise support the customers' business needs. In these instances, you will not have the opportunity to opt out of having your information shared with third party providers and suppliers, and they may contact you directly regarding such products or services.

Third party service providers and suppliers receiving Personal Information are expected to apply the same level of privacy protection as contained in this Privacy Policy. They are required to keep confidential and secure the Personal Information received from vCounsel and they may not use it for any purpose other than as originally intended. However, unless otherwise dictated by law or agreement, vCounsel is not responsible for any improper use by such parties.

We may also disclose Personal Information and the content of communications in order to: (a) comply with the law or respond to lawful requests, such as to comply with a subpoena or similar legal process; or (b) act in good faith to protect the rights or property of our business, employees, suppliers or customers, investigate fraud, or respond to a government request; or (c) to any other party with your prior consent to do so. If vCounsel is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our web site of any change in ownership or uses of your Personal Information, as well as any choices you may have regarding your Personal Information. Unless permitted by relevant laws or you have provided consent, vCounsel will not share, sell, trade or lease your Personal Information to others, except as provided in this Privacy Policy.

Choice and Access

vCounsel does not require that customers, business partners or non-employee visitors to vCounsel Sites provide vCounsel with Personal Information. The decision to provide Personal Information is wholly voluntary. If you do not provide the Personal Information requested, however, you may not be able to proceed with the activity or receive the benefit for which the Personal Information is being requested.

vCounsel will send you service-related announcements on occasions when it is necessary to do so. For instance, if our service is temporarily suspended for maintenance, we might send you an email. Generally, you may not opt-out of these service-related communications. If you do not wish to receive them, you have the option to deactivate your account.

With respect to the sending of promotional materials, vCounsel will offer you the opportunity to opt out before such materials are sent to you. You can always unsubscribe or choose not to receive promotional information from us by following the specific instructions in the email you receive or by notifying us via the appropriate method below. It may take a reasonable period of time to process your request, no longer than 30 days. This will not apply to the receipt of mandatory service communications that are considered part of certain vCounsel services, which you may receive periodically unless you cancel the service.

You have the right to access to your Personal Information and to modification or deletion thereof in the event your Personal Information as stored by us is incorrect or otherwise unlawful. vCounsel strives to keep your Personal Information accurate. We will provide you with access to your information when reasonable, or in accordance with relevant laws, including making reasonable effort to provide you with online access and the opportunity to change your information. To protect your privacy and security, we will take steps to verify your identity before granting access or making changes to your data. You have the right to withdraw any consent you've given with respect to our use of your Personal Information. Requests to delete Personal Information are subject to any applicable legal and ethical reporting or document retention obligations. To access and/or correct information, you can do so online or notify us via the appropriate method below depending on which site is at issue. Contact vCounsel at privacy@vcounsel.net or via mail at vCounsel, 5739 Belmont Avenue, Dallas, Texas 75206, USA.

vCounsel will retain your information for as long as your account is active or as needed to provide you services. vCounsel will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Security of Personal Information

vCounsel is committed to securing the personal data you choose to provide us. To protect the privacy of any Personal Information you may have provided, vCounsel and its service providers employ industry-standard physical and logical access controls that change in response to the changing regulatory and threat environments including Internet firewalls, intrusion detection, anti-virus protection, and network monitoring. If a password is used to help protect your accounts and Personal Information, it is your responsibility to keep your password confidential. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our web site, you can contact us at info@vcounsel.net.

Web Beacons, Cookies and Display of Advertising

As is true of most web sites, vCounsel and/or a third party service provider collects and/or logs Internet Protocol addresses, Internet domain names, the web browser and operating system used to access the Sites, the files visited, the time spent in each file, and the time and date of each visit. vCounsel collects these through the use of log files and web beacons. Web beacons are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of web users. In contrast to cookies, which are stored on a user’s computer hard drive, web beacons are embedded invisibly on web pages and are about the size of the period at the end of this sentence. vCounsel does not tie the information gathered by web beacons to our customers’ personally identifiable information. vCounsel uses this information, which does not identify individual users, to analyze trends, to administer the site, to track users’ movements around the site and to gather demographic information about our user base as a whole.

vCounsel may also use cookies. Cookies are identifiers that can be sent from a web site via your browser to be placed on your computer's hard drive. Thereafter when you visit a web site, a message is sent back to the web server by the browser accessing the web site. You may elect not to accept cookies by changing the designated settings on your web browser. However, not utilizing cookies may prevent you from using certain functions and features of our Sites. The information collected from the use of cookies is used and analyzed to improve vCounsel´s Sites, such as by gaining a better understanding of your interests and requirements regarding our Sites. Cookies are linked to your Personal Information, such as your email address or password. You can set your browser to notify you when you are sent a cookie, giving you the chance to decide whether or not to accept it. The information we collect and analyze is used to improve our service to you and personalize your web-browsing experience.

For the vCounsel Sites we may use the services of a third party vendor to help us measure the effectiveness of our advertising and how visitors use the site by using web beacons or cookies as described above. The type of information we collect includes the pages visited, navigation patterns, etc. This information helps us learn things such as what product information is of most interest to our customers and what kinds of offers our customers like to see. These third party tracking devices only collect data in the aggregate. Broadly speaking the cookies on the Sites fall into three categories:

Strictly Necessary: These are always enabled cookies required for site functionality. These include cookies that allow you to be remembered as you explore the site within a single session or, if you request, from session to session. They help make the search and account process run smoothly as well as assist in security issues and conforming to regulations.

Functional and Performance: These analytics cookies allow us to improve the site's functionality by anonymously tracking usage. They also help us identify vCounsel products that we may recommend to you. In some cases these cookies improve the speed with which we can process your request, allow us to remember site preferences you've selected and help connect you to your social networks. De-selecting these cookies may result in poorly-tailored recommendations and slow site performance. You also may not be able to share effectively with Facebook, Twitter or other social networks.

Advertising: These cookies collect information to help better tailor advertising to your interests, both within and beyond Sites. The data collected is anonymous; it is not connected with any Personal Information you may have shared about yourself with vCounsel. De-selecting these cookies may result in seeing advertising that is not as relevant to you.

Please note that the use of third party cookies and web beacons by any advertising partners are not covered by the Privacy Policy as we do not have access or control over these third party web beacons or cookies and those are covered by such third parties policies.

vCounsel.net may utilize framing techniques to make it appear that the user is still on the site when the user is actually on a third party web site. Widgets support functions that require that you disclose certain personally identifiable information given the user's choice of participation.

Links to Non-vCounsel Web Sites and Third Parties

The Sites may provide links to third-party web sites for your convenience and information. If you access those links, you will leave the Sites. vCounsel does not control those sites or their privacy practices, which may differ from vCounsel's. We do not endorse or make any representations about third party web sites and shall bear no liability for your use thereof. The personal data you choose to give to unrelated third parties is not covered by the vCounsel Privacy Policy. We encourage you to review the privacy policy of any company before submitting your Personal Information.

Social Media and Sharing Options

The Sites may include social media features, such as the Facebook Like button and widgets, such as the Share this button or interactive mini-programs that run on our site. These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Social media features and widgets are either hosted by a third party or hosted directly on our Site. Your interactions with these features are governed by the privacy policy of the company providing it.

Personal Information of our Customers' Clients

When we provide services to our customers, in some instances we process Personal Information or confidential information about their clients ("Client Information") on their behalf. In these situations it is our customers rather than we who decide the reasons for which the Client Information will be processed. For details of how the Client Information will be used and protected, and details of how to access or correct the information, please refer to the privacy policy or the agreement governing confidential information of the vCounsel customer to whom you submitted your Personal Information. Relevant laws may oblige customers to require that we comply with the same security rules that they are subject to under such laws. Any agreement governing confidential information shall supercede this Privacy Policy.

Children and Privacy

The Sites do not target and are not intended to attract children under the age of 13. vCounsel does not knowingly solicit Personal Information from children under the age of 13 or send them requests for Personal Information.

Enforcement of this Privacy Policy

If you have questions regarding our compliance with this Privacy Policy you should first contact us by making a written submission to vCounsel´s Privacy Department, at privacy@vcounsel.net or via mail at vCounsel, 5739 Belmont Avenue, Dallas, Texas 75206, USA.

Changes to this Policy

vCounsel will review and update this Policy periodically, and will note the date of its most recent revision above. If we make material changes to this Policy, we will notify you either by prominently posting a notice of such changes prior to implementing the changes or by directly sending you a notification. Should we undergo any sort of corporate reorganization in the future, you agree that we may provide your information to the resulting entity in which case we will follow these Change procedures. We encourage you to review this Privacy Policy frequently to be informed of how vCounsel is protecting your information.

THE TEXAS LAWYERS CREED

I am a lawyer. I am entrusted by the People of Texas to preserve and improve our legal system. I am licensed by the Supreme Court of Texas. I must therefore abide by the Texas Disciplinary Rules of Professional Conduct, but I know that professionalism requires more than merely avoiding the violation of laws and rules. I am committed to this creed for no other reason than it is right.

OUR LEGAL SYSTEM

A lawyer owes to the administration of justice personal dignity, integrity, and independence. A lawyer should always adhere to the highest principles of professionalism.

I am passionately proud of my profession. Therefore, "My word is my bond."

I am responsible to assure that all persons have access to competent representation regardless of wealth or position in life.

I commit myself to an adequate and effective pro bono program.

I am obligated to educate my clients, the public, and other lawyers regarding the spirit and letter of this Creed.

I will always be conscious of my duty to the judicial system.

LAWYER TO CLIENT

A lawyer owes to a client allegiance, learning, skill, and industry. A lawyer shall employ all appropriate means to protect and advance the client’s legitimate rights, claims, and objectives. A lawyer shall not be deterred by any real or imagined fear of judicial disfavor or public

unpopularity, nor be influenced by mere self-interest.

I will advise my client of the contents of this creed when undertaking representation.

I will endeavor to achieve my client’s lawful objectives in legal transactions and in litigation as quickly and economically as possible.

I will be loyal and committed to my client’s lawful objectives, but I will not permit that loyalty and commitment to interfere with my duty to provide objective and independent advice.

I will advise my client that civility and courtesy are expected and are not a sign of weakness.

I will advise my client of proper and expected behavior.

I will treat adverse parties and witnesses with fairness and due consideration. A client has no right to demand and abuse anyone or indulge in any offensive conduct.

I will advise my client that we will not pursue conduct which is intended primarily to harass or drain the financial resources of the opposing

I will advise my client that we will not pursue tactics which are intended primarily for delay.

I will advise my client that we will not pursue any course of action which is without merit.

I will advise my client that I reserve the right to determine whether to grant accommodations to opposing counsel in all matters that do not adversely affect my client’s lawful objectives. A client has no right to instruct me to refuse reasonable requests made by other counsel.

I will advise my client regarding the availability of mediation, arbitration, and other alternative methods of resolving and settling disputes.

LAWYER TO LAWYER

A lawyer owes to opposing counsel, in the conduct of legal transactions and the pursuit of litigation, courtesy, candor, cooperation, and

scrupulous observance of all agreements and mutual understandings. Ill feelings between clients shall not influence a lawyer’s conduct,

attitude, or demeanor toward opposing counsel. A lawyer shall not engage in unprofessional conduct in retaliation against other

unprofessional conduct.

1. I will be courteous, civil, and prompt in oral and written communications.

2. I will not quarrel over matters of form or style, but I will concentrate on matters of substance.

3. I will identify for other counsel or parties all changes I have made in documents submitted for review.

4. I will attempt to prepare documents which correctly reflect the agreement of the parties. I will not include provisions which are not

necessary to reflect the agreement of the parties.

5. I will notify opposing counsel, and, if appropriate, the Court or other persons, as soon as practicable, when hearings, depositions,

meeting, conferences or closings are canceled.

6. I will agree to reasonable requests for extensions of time and for waiver of procedural formalities, provided legitimate objectives of

my client will not be adversely affected.

7. I will not serve motions or pleadings in any manner that unfairly limits another party’s opportunity to respond.

8. I will attempt to resolve by agreement my objections to matters contained in pleadings and discovery requests and responses.

9. I can disagree without being disagreeable. I recognize that effective representation does not require antagonistic or obnoxious

behavior. I will neither encourage nor knowingly permit my client or anyone under my control to do anything which would be unethical or improper if done by me.

10. I will not, without good cause, attribute bad motives or unethical conduct to opposing counsel nor bring the profession into

disrepute by unfounded accusations of impropriety. I will avoid disparaging personal remarks or acrimony towards opposing counsel, parties and witnesses. I will not be influenced by any ill feelings between clients. I will abstain from any allusion to personal peculiarities or idiosyncrasies of opposing counsel.

11. I will not take advantage, by causing any default or dismissal to be rendered, when I know the identity of an opposing counsel,

without first inquiring about the counsel’s intention to proceed.

12. I will promptly submit orders to the Court. I will deliver copies to opposing counsel before or contemporaneously with submission to

the Court. I will promptly approve the form of orders which accurately reflect the substance of the rulings of the Court.

13. I will not attempt to gain an unfair advantage by sending the Court or its staff correspondence or copies of correspondence.

14. I will not arbitrarily schedule a deposition, court appearance, or hearing until a good faith effort has been made to schedule it by

15. I will readily stipulate to undisputed facts in order to avoid needless costs or inconveniences for any party.

16. I will refrain from excessive and abusive discovery.

17. I will comply with all reasonable discovery requests. I will not resist discovery requests which are not objectionable. I will not make

objections nor give instructions to a witness for the purpose of delaying or obstructing the discovery process. I will encourage witnesses to

respond to all deposition questions which are reasonably understandable. I will neither encourage nor permit my witness to quibble about

words where their meaning is reasonably clear.

18. I will not seek Court intervention to obtain discovery which is clearly improper and not discoverable.

19. I will not seek sanctions or disqualification unless it is necessary for protection of my client’s lawful objections or is fully justified by

the circumstances.

LAWYER AND JUDGE

Lawyers and judges owe each other respect, diligence, candor, punctuality, and protection against unjust and improper criticism and attack.

Lawyers and judges are equally responsible to protect the dignity and independence of the Court and the profession.

I will always recognize that the position of judge is the symbol of both the judicial system and administration of justice. I will refrain from conduct that degrades this symbol.

I will conduct myself in Court in a professional manner and demonstrate my respect for the Court and the law.

I will treat counsel, opposing parties, the Court, and members of the Court staff with courtesy and civility.

I will be punctual.

I will not engage in any conduct which offends the dignity and decorum of proceedings.

I will not knowingly misrepresent, mischaracterize, misquote or miscite facts or authorities to gain an advantage.

I will represent the rulings of the Court.

I will give the issues in controversy deliberate, impartial and studied analysis and consideration.

I will be considerate of the time constraints and pressures imposed upon the Court, Court staff and counsel in efforts to administer justice and resolve disputes.

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