Expedite Counsel Services Agreement

July 1, 2025

Welcome to Expedite Counsel. This Services Agreement (“Terms”) governs your (“you,” “your” or “Client”) access to and/or use of the Expedite Counsel application(s) (“Service”) and is part of an agreement between you and Expedite Counsel. (“Expedite Counsel,” “we” or “us”).

By registering for, accessing, or purchasing the Services, you signify you have read, understood, and agree to be bound by these Terms. Together with any additional terms stated in the Service, and the Expedite Counsel Engagement Agreement for Legal Services, the Terms provide all the terms and conditions for access to and use of the Service between you and Expedite Counsel (collectively, the “Agreement”). If you access or use the Service on behalf of any form of legal entity, including a corporation, limited liability company, limited liability partnership, trust, government or quasi-governmental agency, educational or healthcare institution, or any other business or organizational entity recognized by law (collectively, a “Company”), you represent and warrant that you have the authority to bind the Company to the terms of the Agreement, and the word “you” refers to Company throughout.

If you do not agree with any terms of this Agreement, you should not access or use the Service.

THESE TERMS HAVE A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER PROVISION. THEY AFFECT YOUR LEGAL RIGHTS.

1. Definitions

1.1 “Additional Services” means any additional services, including professional services and add-ons. Such Additional Services may be subject to supplemental terms and conditions and may come at an additional cost.

1.2 “Content” means Input and Output collectively.

1.3 “De-Identified Data” means Content that Expedite Counsel has de-identified, and may also have aggregated, using standard industry practices such as masking to avoid identifying or associating you or a specific individual, company, and/or Confidential Information.

1.4 “Inputs” means queries, data, attachments, or other information provided or utilized (if supplied by Expedite Counsel) by you through the Service’s interfaces. Inputs may include User Data.

1.5 “Output” means data, content, prompts, and other information that the Service provides in response to Inputs that you provide to the Service. To the extent Inputs include User Data, Outputs may also include such User Data.

1.6 “Privacy Policy” means Expedite Counsel’s privacy policy at www.expeditecounsel.ai/privacy-policy.

1.8 “User Data” means your data, including queries drafted by You and any other data received from You through the Service. If you are a Company, this means all the Company’s users’ data individually and collectively.

2. Use of the Service

2.1 Registration. While using the Services, you may be asked to register and create an Expedite Counsel account (an “Account”). The Account is intended for individual use only and cannot be shared by multiple users; use of shared email accounts (e.g. legal@company.com) is not permissible. You accept responsibility for all activities that occur under your Account except those resulting from Expedite Counsel’s gross negligence or willful misconduct. You agree to notify Expedite Counsel upon becoming aware of any unauthorized use of your Account. If your Account is part of a Company’s organizational account in Expedite Counsel (an “Organization”), the administrator(s) of the Organization is responsible for ensuring your individual users comply with this Agreement. The administrator(s) of the Organization may have access to all User Data of any user that is part of the Organization.

2.2 License and Access. Subject to this Agreement, including payment, Expedite Counsel grants you a limited, non-exclusive, non-transferable, non-sublicensable right and license to permit the users to access and use the Service for business purposes, and use, display, distribute, publish, reproduce, and produce derivative works of the Output to further such business purposes.

2.3 Free Trials and Private Previews.

2.3.1 Free Trials. Expedite Counsel may provide free trials to the Service (“Trial”) from time-to-time as agreed by Expedite Counsel in writing.

2.3.2 Private Previews. Expedite Counsel may provide you access to Expedite Counsel products, features, technologies or services that are not yet generally available on a free or paid basis, including, but not limited to, any product, service or feature labeled as “beta,” “alpha,” “preview,” “private release,” “pre-release,” or “experimental” (each, a “Private Preview”). You must comply with any additional and/or modified terms posted or provided to you to access any Private Preview. Private Previews are not covered by customer support and/or service level agreements unless otherwise stated. Any products, services or features in Private Preview may be inoperable, incomplete or include functionality never released by Expedite Counsel. You should not rely on any products, services or features in Private Preview in any manner and your use is at your own risk. Expedite Counsel will have access to all information submitted, transferred or inputted to Expedite Counsel as it relates to such Private Preview, and Expedite Counsel may use such information as it relates to improving the user experience related to such Private Preview.

2.3.3 General. Trials and Private Previews are provided “as-is” without any warranties of any kind. By using a Trial or Private Preview, you acknowledge and agree that the products, services and/or features may contain errors, may not operate as intended and your use of such may result in data loss or other damages. Expedite Counsel shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages arising out of or related to the use of a Trial or Private Preview, and Expedite Counsel’s liability for all claims arising under the use of a Trial or Private Preview will not exceed US$100.00. Expedite Counsel reserves the right to modify, suspend or discontinue a Trial or Private Preview at any time without notice and without liability to Client.

2.4 Additional Services. Expedite Counsel may also offer training, professional or integration services (collectively, “Professional Services”). We control how we provide Professional Services. We may use subcontractors to perform Professional Services and remain responsible for their work. If either you or Expedite Counsel request a change to an Order Form for Professional Services, those changes take effect only after executing a mutually agreed written amendment. Expedite Counsel disclaims liability for any delay, postponement or failure to respond to a change request.

2.5 Integrations. Expedite Counsel may allow you to connect the Service, including through APIs, (“Integrations”) with other tools and systems (“Non-Expedite Counsel Applications”). Your use of Non-Expedite Counsel Applications is governed exclusively by the terms of the applicable third-party agreement with such Non-Expedite Counsel Application. By enabling Integrations, you warrant that you have the legal right to connect the Non-Expedite Counsel Applications with Expedite Counsel and permit Expedite Counsel the right to process any User Data sent to Expedite Counsel from the Non-Expedite Counsel Applications. Expedite Counsel is granted permission to access and interact with Non-Expedite Counsel Applications solely for the purpose of facilitating the authorized Integrations. If your authority to allow Expedite Counsel access to the Non-Expedite Counsel Applications lapses, you will immediately disable such Integrations from within your Account. Expedite Counsel disclaims any liability for unauthorized use, disclosure alteration or destruction of User Data resulting from processing by Non-Expedite Counsel Applications. Expedite Counsel does not guarantee the availability of such Integrations and their interoperability with the Service.

3. User Obligations

3.1 Responsibility for Content. You are fully responsible for having the necessary licenses to provide the User Data to Expedite Counsel (and its subcontractors and service providers) and, to the extent Non-Expedite Counsel Applications are utilized, such third parties. You are responsible for the accuracy, completeness and lawfulness, including compliance with applicable data privacy laws, of the User Data. You are responsible for Content and the use of such Content, including that you do not violate applicable law or this Agreement.

3.2 Service Restrictions. You agree you will not access or use the Service to:

3.2.1 Violate a third party’s rights or in violation of applicable law;

3.2.2 Compromise, circumvent or interfere with the integrity, security or performance of the Service or any data contained therein;

3.2.3 Modify, reverse engineer, or create derivative works from the Services, except as permitted by law;

3.2.4 Make available the Service to third parties;

3.2.5 Sell, resell, rent, lease, offer any time-sharing arrangement, service bureau or any service based upon the Output or Service;

3.2.6 Compete with Expedite Counsel or monitor its availability, functionality or performance, or for any other competitive purpose;

3.2.7 Introduce or attempt to introduce harmful software or data into the Service;

3.2.8 Manipulate the Output to generate prohibited content or to breach confidentiality; or

3.2.9 Provide any personally identifiable health data, payment card industry data, or classified information or data subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

3.3 Cooperation and Accuracy. You agree to furnish Expedite Counsel promptly with complete, accurate, and current information, documents, and instructions reasonably necessary for us to perform the Services, and to update such information if it later becomes inaccurate or incomplete.

3.4 Privilege Preservation. You are solely responsible for determining whether any User Data is subject to attorney-client privilege, work-product doctrine, or similar protection; for labeling such data “PRIVILEGED” or “CONFIDENTIAL” before upload; and for ensuring that all disclosures are authorized and do not effect a waiver of privilege.

3.5 No Facilitation of Unlawful or Unethical Conduct. You will not use the Service to plan or pursue unlawful activity, facilitate fraud, harass others, discriminate, or violate attorney-ethics rules, including the duty of candor to tribunals and prohibitions on assisting the unauthorized practice of law.

3.6 Conflict of Interest Disclosures. You represent that, to your knowledge, no conflict of interest exists that would prevent Expedite Counsel from providing the Services, and you will promptly notify us of any potential or actual conflict that arises.

3.7 Authentication of Identity and Authority. You agree to cooperate with any reasonable identity-verification or “know-your-client” procedures we implement and warrant that the individual accepting these Terms has actual authority to bind the Company.

3.8 Use of Output Limited to Client’s Legal Affairs. You will use Output solely for your internal business or personal legal matters and will not resell, redistribute, or provide it as legal advice to third parties without Expedite Counsel’s prior written consent.

3.9 Document Retention and Retrieval. You are responsible for downloading and securely storing any User Data or Output you wish to retain. Expedite Counsel may delete such data unless otherwise required by law or our internal retention policies.

4. Inputs and Outputs

4.1 License to Expedite Counsel. You grant Expedite Counsel and its licensors a non-exclusive, worldwide, sublicensable, royalty-free license to use Inputs and User Data to provide the Service, address or prevent technical problems, or otherwise as may be required by law.

4.2 User Data Ownership. As between the parties, you retain all right, title, and interest (including any and all intellectual property rights) in and to User Data. You may remove your User Data from within the Service or by written request to Expedite Counsel at any time.

4.3 Data Privacy and Security. Expedite Counsel highly encourages you to remove all personally identifiable information from any Inputs and User Data prior to sharing User Data with Expedite Counsel. To the extent personally identifiable information is shared with Expedite Counsel, you and Expedite Counsel each agree and consent to the use, transfer, processing, and storage of such User Data in accordance with the Privacy Policy. Expedite Counsel is based in the United States. Expedite Counsel is a “Service Provider” under the California Consumer Privacy Act (CCPA) and similar laws. Our use, retention, and/or disclosure of personal information is for the sole business purpose of performing the Service or Additional Services. We use commercially reasonable and industry-standard security, technical, and organizational practices and safeguards. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures, and you provide User Data to us at your own risk.

4.4 Output. In light of the nature of the Service and artificial intelligence generally, Output may not always be unique or accurate, and other users may receive similar or identical Output from the Service. Your rights to Output(s) under this Agreement do not extend to other users’ Output or third-party information, content, or data (“Third-Party Information”). The Outputs may incorporate Third-Party Information. You acknowledge that Expedite Counsel does not manage or control Third-Party Information, for which Expedite Counsel assumes no responsibility. To the extent you access any Third-Party Information, your access and use are solely at your own risk.

4.5 Expedite Counsel Materials. Expedite Counsel and its licensors own all right, title, and interest (including any and all intellectual property and proprietary rights) in and to all elements of the Service and the Additional Services.

4.6 De-Identified Data. Subject to Expedite Counsel’s confidentiality obligations under this Agreement, Expedite Counsel will have the right to use De-Identified Data to enhance the quality and functionality of the Service. Expedite Counsel commits to employing industry-standard measures to ensure that De-Identified Data cannot be used to re-identify you, an individual or the Company (as applicable). For the avoidance of doubt, De-Identified Data is not User Data or your Confidential Information.

4.7 Usage Data. Expedite Counsel collects tracking and operational data related to your use of the Service, including but not limited to, logins, prompts, use frequency, open matters and/or engagements, and payments (“Usage Data”) and may analyze, modify, and reproduce Usage Data to provide, improve, and maintain the Service. Usage Data is Expedite Counsel’s Confidential Information. Expedite Counsel shall not disclose Usage Data to third parties except (1) in aggregated and de-identified form or (2) when necessary to provision the Service and fulfill Expedite Counsel’s obligations under this Agreement.

4.8 Feedback. Subject to Expedite Counsel’s confidentiality obligations under this Agreement, you may, on an entirely voluntary basis (including through functionality within the Service), submit feedback or suggestions, and we may use and modify such feedback or suggestions without any restriction or payment. By using any feedback functionality within the Service, you grant Expedite Counsel permission to access the applicable Input and associated Output.

4.9 No AI Model Training. Expedite Counsel does not use User Data for the training of artificial intelligence models and may not disclose or use your User Data for any other commercial purpose unrelated to uses identified herein absent your written consent.

5. Confidential Information

5.1 Obligation. In connection with the Service, each party (as “Recipient”) may receive or learn information from the other party (as “Discloser”) not generally known to the public or which reasonably should be known by Recipient to be confidential or proprietary due to the nature of the information disclosed or the circumstances surrounding the disclosure (“Confidential Information”). Your Confidential Information may include, without limitation, User Data and other information you disclose to Expedite Counsel about your business. Expedite Counsel’s Confidential Information includes any policies, security information, reports, and analyses we produce or generate in connection with the Service. Confidential Information excludes information that: (i) was or becomes generally known to the public other than as a result of a disclosure by the Recipient in violation of this Agreement; (ii) was known, without restriction as to use or disclosure, by the Recipient prior to receiving such information from the Discloser; (iii) is rightfully acquired by the Recipient from a third-party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the Recipient without access to any Confidential Information of the Discloser.

5.2 Use of Confidential Information. Each party, as Recipient, agrees to hold in strict confidence any Confidential Information of Discloser. Except as otherwise required by law or approved in writing by Discloser, Recipient may not disclose any Confidential Information: (i) to any person or entity other than employees, affiliates and licensors to the extent required to be able to access or provide the Service (or Additional Services); (ii) to a third party without the Discloser’s prior written authorization (except in connection with (a) the enforcement of a party’s rights under this Agreement, or (b) a potential merger, acquisition or sales of all or substantially all of a party’s assets).

5.3 Compelled Disclosure. If a Recipient is legally required by a court or regulatory body to disclose the Discloser’s Confidential Information, the Recipient must, unless prohibited by law: (i) promptly notify the Discloser (if time allows) before disclosing, so the Discloser can seek a protective order or other remedy; and (ii) provide reasonable assistance to Discloser in obtaining such protective order. If the Recipient still must disclose the Confidential Information, the Recipient will only share that portion of the Confidential Information that is legally necessary and use commercially reasonable efforts to obtain assurances it remains confidential.

6. Fees & Payment

6.1 Payment. Expedite Counsel will invoice you through our payment processor, and you shall pay such fees upon receipt of an applicable invoice from the payment processor. All invoices will be paid in U.S. dollars. Payments will be made without the right of set-off or chargeback. Expedite Counsel may suspend your access to the Service until payment is received. All payments made by you are non-refundable regardless of actual usage, and all commitments are non-cancellable.

6.2 Taxes. Fees do not include any sales, use, value-added, import, export, or excise taxes that may apply to your purchase (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchase. If you are required to pay any Taxes, you must increase your payment to us so that the net amount we receive after the Taxes is the full amount as stated through our payment processor.

6.3 Future Functionality. Your purchase relies only on the features and functions of the Services which are currently available as a General Availability (GA) release. Expedite Counsel makes no commitment to deliver future features or functions and such future features and functions may not be delivered on time or at all. The development, release and timing of any features or functions remains in Expedite Counsel’s sole discretion. Expedite Counsel will use commercially reasonable efforts to notify you in advance if updates will materially alter the Service in a way that materially decreases any feature of the Service.

7. Warranty Disclaimer

7.1 Platform Services (Software, AI Drafting & Hosting). The platform components of the Services (including any AI-generated draft Output, APIs, integrations, and hosting) are provided “AS IS” and “AS AVAILABLE.” Expedite Counsel makes no warranties of any kind, express or implied, as to the operation of those platform components or the information, content, materials, or products included therein, and specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the platform components will be uninterrupted, timely, secure, or error-free, and you acknowledge that draft Outputs may be incomplete or inaccurate. You agree to review all such Outputs before relying on them and to comply with any legal or professional obligations that apply to your use. The platform components are not designed for use in high-risk activities where failure could lead to personal injury or severe environmental damage.

7.2 Attorney Services (Reviewed Legal Work Product). Expedite Counsel warrants that its licensed attorneys will perform legal services with reasonable professional skill and care consistent with applicable rules of professional conduct. We do not guarantee any particular outcome or result.

7.3 No Prospective Limitation of Malpractice Liability. Nothing in these Terms is intended to, nor shall it, limit or waive any liability for professional negligence or breach of fiduciary duty to the extent such limitation or waiver is prohibited by applicable law or professional-responsibility rules.

7.4 Scope of Limitations. The foregoing warranties are exclusive and in lieu of all other warranties not expressly set out here. Some jurisdictions do not allow the exclusion of certain implied warranties, so the above exclusions may not apply to you to the extent they are prohibited by law.

8. Limitation of Liability

8.1 Indirect Damages

8.1.1 Platform Components. To the fullest extent permitted by law, neither party shall be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation losses or liability resulting from loss of data, loss of revenue, anticipated profits, or loss of business opportunity) arising out of or relating to the platform components of the Services, even if advised of the possibility of such damages.

8.1.2 Attorney Services. The foregoing exclusion shall not apply to damages arising from professional negligence, breach of fiduciary duty, willful misconduct, or other liability that cannot be limited under applicable law or rules of professional conduct.

8.2 Cap on Direct Damages

8.2.1 Platform Components. For claims arising solely out of the platform components of the Services, each party’s total aggregate liability shall not exceed the greater of (i) the fees paid by you for those components during the twelve (12) months preceding the event giving rise to the claim, or (ii) $10,000.

8.2.2 Attorney Services. No provision of this Agreement limits or waives liability for professional malpractice, breach of fiduciary duty, or knowing misrepresentation, except to the extent (and only in the manner) permitted by applicable law and the rules of professional conduct, including any requirement that the client be independently represented in making such an agreement.

8.3 Non-Excludable Liabilities. Nothing in this Section limits either party’s liability for violations of data-protection laws that expressly prohibit such limitation, for disciplinary restitution or disgorgement, or for any other liability that cannot be disclaimed under applicable law.

8.4 Allocation of Risk. Except as otherwise provided in this Section, these limitations and disclaimers form a material basis of the bargain between the parties.

9. Indemnification

9.1 By Expedite Counsel. Expedite Counsel will, at its expense, defend or settle any claim brought against you by an unaffiliated third party that the Service infringes the intellectual property rights of a third party (“Infringement Claim”) and will indemnify you against and pay (i) any settlement of such Infringement Claim consented to by Expedite Counsel or (ii) any damages finally awarded by a court of competent jurisdiction to such third party as relief or remedy in such Infringement Claim. Expedite Counsel has no obligation to defend or indemnify to the extent the Infringement Claim is attributable to (i) your User Data, (ii) any Non-Expedite Counsel Applications, (iii) your modifications to the Outputs and subsequent use thereof, or (iv) use of the Service in violation of this Agreement. Expedite Counsel may, at its own expense and discretion, choose to: (i) secure the right for you to continue using the affected portion of the Service; (ii) replace or modify the infringing technology to provide similar functionality and avoid infringement; or (iii) if neither option is feasible, terminate your right to use the affected portion of the Service. If this happens, and you request it in writing, we will terminate all orders or engagements and promptly refund any applicable prepaid unused fees. This states the entire liability and obligations of Expedite Counsel, and your exclusive remedy, for any actual or alleged infringement of any intellectual property right related to the Service.

9.2 By Client. You agree to defend, indemnify and hold harmless Expedite Counsel and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your violation of any term of this Agreement; (b) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (c) your violation of any law, rule or regulation of the United States or any other country; or (d) your User Data or any other data that are submitted via your Account.

9.3 Conditions. The obligations of the parties in this Section 9 are conditioned upon the indemnified party (“Indemnitee”) (i) notifying the indemnifying party (“Indemnitor”) promptly in writing of any threatened or pending claim for which indemnification is being sought (“Claim”), provided that failure to provide such notice will only relieve Indemnitor of its obligations under this Section 9 to the extent its ability to defend or settle an applicable Claim is materially prejudiced by such failure to provide notice, (ii) giving Indemnitor, at Indemnitor’s expense, reasonable assistance and information requested by Indemnitor in connection with the defense and/or settlement of the Claim and (iii) tendering to Indemnitor sole control over the defense and settlement of the Claim. Indemnitee’s counsel will have the right to participate in the defense of the Claim, at Indemnitee’s own expense. Indemnitee will not, without the prior written consent of Indemnitor, make any admission or prejudicial statement, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Claim other than Expedite Counsel may agree to the obligation for you to cease using the Service.

10. Term and Termination

10.1 Term. This Agreement remains in effect until terminated by either party in accordance with this Section.

10.2 Termination by Client. You may terminate your Account and/or Expedite Counsel’s legal representation at any time, for any reason, by providing written notice to legal@expeditecounsel.ai. Termination does not relieve you of the obligation to pay for all Services rendered, costs, and expenses incurred up to the date of termination, in accordance with this Agreement. No refunds are provided for unused Services except as expressly required by law.

10.3 Termination by Expedite Counsel.

10.3.1. For Good Cause (Legal Representation). Expedite Counsel may terminate the legal representation for good cause, with reasonable notice to allow you to obtain alternative counsel. Good cause includes, but is not limited to: (i) your failure to honor the terms of this Agreement; (ii) failure to cooperate or follow our advice on a material matter; (iii) circumstances making continued representation unlawful or unethical; or (iv) any other ground permitted under applicable ethics rules. Upon such termination, you remain obligated to pay for all Services rendered and expenses incurred prior to termination. You agree to take all actions necessary to facilitate our withdrawal, including executing any documents required to effectuate substitution or withdrawal.

10.3.2 For Platform or Subscription Services. We may terminate your access to non-legal Services (including platform or subscription access) at the end of any subscription term. Expedite Counsel may also terminate your access to the Service immediately and without notice if (i) your actions have caused or are likely to cause liability or material negative effects for Expedite Counsel or others, (ii) you fail to pay fees when due and do not cure such non-payment within ten (10) days of notice, or (iii) as otherwise permitted by this Agreement. No refunds are available for suspension or termination under this subsection.

10.4 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

10.5 Effect of Termination. Upon termination or expiration of this Agreement, you shall immediately cease use of the Services. Any provisions intended by their nature to survive termination (including but not limited to payment obligations, confidentiality, limitations of liability, indemnification, and dispute resolution) shall survive. If court permission is required for Expedite Counsel to withdraw from representation, we will promptly seek such permission and you agree to cooperate and obtain successor counsel.

11. Governing Law and Dispute Resolution

11.1 Governing Law. By using the Service, you agree that (a) the Service is considered based in Texas, (b) the Service does not give rise to personal jurisdiction over Expedite Counsel or Client in jurisdictions other than Texas, (c) the laws of the State of Texas will apply to this Agreement without respect to its conflict of laws principles, (d) the United Nations Convention on Contracts for the International Sale of Goods will not apply, (e) you consent to the personal jurisdiction of the federal and state courts located in Harris County, Texas, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our intellectual property or proprietary rights, and (f) Harris County, Texas, will be the proper forum for any appeals or court proceedings if the arbitration is not enforceable.

11.2 Dispute Resolution and Arbitration. For any dispute with Expedite Counsel, you agree to first contact us at legal@expeditecounsel.ai and attempt to resolve the dispute with us informally. In the unlikely event that Expedite Counsel has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof, through any other equitable or legal means available to such party by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Harris County, Texas, unless you and Expedite Counsel agree otherwise. If you use the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees as required by JAMS rules. The award rendered by the arbitrator shall be limited to the damages and other relief expressly authorized by applicable law, including only those costs of arbitration, reasonable attorneys’ fees, and reasonable costs for experts and other witnesses that are recoverable under such law. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent a party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of a party’s data security, intellectual property, or other proprietary rights.

11.3 Jury Trial and Class Action Waivers. YOU AND EXPEDITE COUNSEL AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND EXPEDITE COUNSEL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

11.4 Limitation. YOU AND EXPEDITE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

11.5 Right to Consult Counsel. This agreement contains a binding arbitration provision that applies to any dispute, including claims of professional negligence. You may consult independent counsel before signing.

11.6 Limitations.

11.6.1 Statutory Fee Arbitration Programs. Nothing herein waives any right you may have to elect a statutory fee-arbitration program. If you timely elect that program, it will govern fee disputes.

11.6.2 State Bar Disciplinary Authority. This Section does not limit your right to file a complaint with any state bar or attorney disciplinary authority or to seek remedies those authorities are empowered to award.

12. General

12.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Expedite Counsel relating to the subject matter herein and can only be modified in writing, signed by both parties. In the event of any conflicts, the order of precedence is as follows: (i) Engagement Agreement for Legal Services and (ii) this Services Agreement. Purchase orders or engagement orders you issue are for your internal, administrative use only, and cannot modify this Agreement; any contractual terms in such purchase order are void. Expedite Counsel may modify this Agreement at any time. Your continued use of the Service after the effective date of any modification to the Agreement constitutes your acceptance of such modifications.

12.2 Assignment. Except in the case of a merger or acquisition involving substantially all of a party’s assets, this Agreement may not be transferred or assigned without the consent of the other party.

12.3 Export Compliance. The Service is controlled and operated from the United States. The Service is subject to the export laws and regulations of the United States. You represent that you are not located in, and will not export, re-export, access or use, or permit any person to export, re-export, access or use, the Service in any U.S embargoed country or region, or export, re-export, access or use the Service contrary to any U.S. export laws or regulations. You acknowledge that remote access may in certain circumstances be considered a re-export.

12.4 Force Majeure. Except for payment by you, neither party will be liable for, or be considered to be in breach of, or in default, under this Agreement, as a result of any cause or condition beyond such party’s reasonable control.

12.5 Logo Use. Expedite Counsel may identify you or your Company, including the use of Company’s name and logo, as a user of the Service on its website and in marketing and other promotional materials and presentations.

12.6 Notices. All notices must be in writing (in English) and sent to the email address registered to your Account or, if to Expedite Counsel, legal@expeditecounsel.ai. Either party may update its email address for notices under this Agreement by providing the other party notice in accordance with this section.

12.7 Severability. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intention and the remaining provisions will remain in full force and effect.

12.8 Waiver. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by each party.