LEGALIST
terms of use.

Everything you need to know.

Revised December 17, 2017.

Welcome to Legalist.com, a website and online service owned and operated by Legalist, Inc. ("Legalist, Inc." "we," or "us"). This page explains the terms by which you may use our service. By accessing or using the website at www.Legalist.com, including any related subdomain (the “Site”), the Legalist services, website, applications and software provided through or in connection with the service, including through a mobile device (the "Service"), you (the “User” or “you”) confirm that you have read, understood, and agree to be bound by this terms of use agreement (the "Terms of Service"), whether or not you are a registered User of our Service. For the avoidance of doubt, “User” or “Users” means anyone who accesses and/or uses the Site.

Legalist is a technology platform that permits funding of litigation through a non-recourse investments in legal claims. These Terms of Service govern your access and use of the Service and all content, services and/or products provided through the Service. You agree to be bound by the Terms of Use along with all other operating rules, policies, and procedures that may be published on the Site by Legalist, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you or liability for such change. Therefore, Users are advised to periodically review the Site for any changes and contact Legalist or your legal advisor with any questions. In addition, other services offered through the Site may be subject to additional terms and conditions adopted by Legalist and/or agreement entered between you and Legalist.

LEGALIST IS NOT A REGISTERED BROKER-DEALER, INVESTMENT ADVISOR, LENDER, LAW FIRM, AND/OR MONEY TRANSFER SERVICE AND DOES NOT CONDUCT ANY ACTIVITY THAT WOULD REQUIRE SUCH REGISTRATION. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE SERVICE. BY ACCESSING, REGISTERING AT THE SITE, AND OR USING LEGALIST SERVICES YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OR REGISTER FOR OUR SITE AND/OR ENGAGE IN ANY ACTIVITY CONDUCTED BY LEGALIST. IF YOU VIOLATE ANY OF THESE TERMS OF SERVICE (WHICH INCLUDE BY REFERENCE LEGALIST’ PRIVACY POLICY), OR OTHERWISE VIOLATE AN AGREEMENT BETWEEN YOU AND US, LEGALIST MAY TERMINATE YOUR PRIVILEGES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED ON THE SITE AND/OR PROHIBIT YOU FROM USING OR ACCESSING THE SERVICE OR THE SITE (OR ANY PORTION, ASPECT OR FEATURE OF THE SERVICE OR THE SITE), AT ANY TIME IN ITS SOLE DISCRETION, WITH OR WITHOUT NOTICE.

Changes to Terms of Service

We reserve the right to amend or restate these Terms of Service, change the Site, stop providing the Site, applications or the Service, or create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason at our sole discretion, at any time and without notice. If we do this, we will post the amended Terms of Service on this page and indicate at the top of the page the date of the last revision. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes. Upon termination of these Terms of Service or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Service which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Legalist does not undertake any obligation or responsibility to update or amend any such information. You agree that Legalist and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Language of this Agreement

The language of these Terms of Service shall be English. Legalist may offer these Terms of Service in other languages in the future, but the English version shall always be controlling.

Other Agreements

In addition to these Terms of Service, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms of Service and another agreement that you enter into which is applicable to specific aspects of the Service, the other agreement shall take precedence in relation to those specific aspects of the Service to which it applies.

Permission to Use Service

Legalist grants you permission to use the Service as set forth in these Terms of Service, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any media; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; (iii) you will not engage in prohibited conduct; and (iv) you will not violate any rights of third parties and otherwise comply with the terms and conditions of these Terms of Service.

You will need to register with Legalist, create a User account and provide personal information to complete your profile (“User Profile”). Your account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. You may never use another User’s account without permission. You are solely responsible for updating any and all account registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your account. You will also choose a password and a user name. Legalist reserves the right in its sole discretion to refuse registration of or cancel a username, and domain name. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify Legalist immediately in writing of any unauthorized use of your account or any other breach of security. You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You will not transfer your account to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Legalist and other Users by any use of your account, either authorized or unauthorized.

You agree that your account will be self-directed and that you are solely responsible for all requests for funding and anything related to your litigation. Although the Site may provide data, information or content provided by third parties or us relating to your claims, you should not interpret any such content as tax, legal, financial, or investment advice or as a recommendation to proceed in any specific way in claims. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an acceptance of funding, and/or any strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of any judgment, settlement and/or any other legal claim whatsoever.

We have no special relationship with or fiduciary duty to you and your use of the Site or the Services does not create such a relationship. You agree that you are solely responsible for conducting legal, accounting and other due diligence review regarding your legal rights and/or claims. You understand that you should consult a licensed attorney or other professional before deciding to embark on any legal action.

LEGALIST IS NOT YOUR ATTORNEY, AND IS NOT GIVING ANY LEGAL ADVICE OF ANY KIND. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations or provide any due diligence for you.

You may use your account settings to control your User Profile. By providing Legalist with your email address, you consent to our using such email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by informing us. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

Legalist may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Legalist' sole determination, you violate any terms of these Terms of Service, including any Prohibited Conduct (as defined below). Upon termination for any reason, you continue to be bound by these Terms of Service.

Eligibility

This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Service. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of these Terms of Service.

You agree that it is solely your responsibility to be aware of the applicable laws and regulations of your state of residence as it applies to litigation finance. The web site being available in your state or jurisdiction does not constitute a representation that litigation finance is not allowed in your jurisdiction. You agree The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

Litigation Finance

Litigation financing is the practice where a third party provides capital to a plaintiff involved in litigation in return for some financial recovery from the lawsuit. This allows plaintiffs to access the capital necessary for legal fees, growth, and operations before the case is resolved. A key component of legal financing investments is that any payout to the funder is contingent upon a successful outcome of the legal claim. Besides providing financing for your claims, Legalist has no other relationship with you. Legalist is not your lawyer, it is offering no advice regarding your claims whatsoever, and is not responsible for pursuing your claim in any way. Legalist has no right to control any of the litigation and you and/or attorneys’ are complete in charge of any litigation. YOU AGREE THAT YOU WILL CONSULT WITH AN ATTORNEY REGARDING ANY LITIGATION YOU ARE PURSUING. YOU AGREE THAT YOU WILL CONSULT WITH AN ATTORNEY BEFORE AGREEING TO THESE TERMS OF SERVICE.

Consent to Electronic Transactions and Disclosures

Because Legalist operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with Legalist, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.

Legalist (or a third-party servicer or escrow provider that we may retain) generally receive all payments, and make all disbursements, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize Legalist (or any such third-party servicer or escrow provider) to make any and all investment disbursements, to such account. You agree to provide Legalist updated information regarding your bank or other account upon Legalist’ request and at any time that the information earlier provided is no longer valid.

As part of doing business with Legalist, you must also consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including, without limitation, any IRS Form 1099, or other tax forms, schedules or information statements, arising from or relating to your registration on our Site, any investments you may make, your use of this Service, communications between you, your attorney and us, and the servicing of any financing (each, a “Disclosure”), from Legalist, or any service provider either of us may use. The decision to do business with Legalist electronically is yours. This document informs you of your rights concerning Disclosures.

Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Legalist. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

You may not withdraw such consent as long as you have outstanding any investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective "app store." If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.

Consent to Electronic Transactions and Updates

You are required to keep us informed regarding any changes to your e-mail address, your home mailing address, or your telephone number so we may continue to communicate with you about your authorization as a registered User and so that you continue to promptly receive all Disclosures. To notify us of any changes, you can contact us by e-mail at [email protected].

You may also write to us as follows:
Legalist, Inc.
212 Clara Street
San Francisco, CA 94107
[email protected]

User Disputes

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Privacy

Please review our Privacy Policy. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in the United States.

Confidentiality

Do not under any circumstances disclose confidential information to Legalist without its consent. If Legalist states that it is interested in funding a claim, Legalist will provide you the applicable documentation to make sure that your communication with us remains confidential. Any unsolicited confidential information will not be read and will be destroyed.

Fees

You agree that Legalist reserves the right to charge certain fees from time-to-time in connection with the use of the Site as permitted by applicable law.

All fees hereunder are subject to change, and fees can be added, revised, or discontinued, at any time, at Legalist’ sole discretion and without any prior notice. Any new fees will become effective immediately, provided, however, new fees will not apply to active transactions at the time of their change.

Taxes

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE REPORTING AND PAYMENT OF ANY AND ALL TAXES THAT MAY ARISE AS A CONSEQUENCE OF YOUR ACTIVITIES. YOU SHALL NOT RELY ON LEGALIST TO REPORT YOUR ACTIVITIES FOR TAX PURPOSES AND IT IS YOUR RESPONSIBILITY TO MAKE SURE YOU ARE IN FULL COMPLIANCE WITH ANY APPLICABLE TAX LAWS.

No Warranty and Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “WHEN AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH STATE, FEDERAL OR FOREIGN LAW (INCLUDING, WITHOUT LIMITATION ANY SECURITIES REGULATIONS, CHAMPERTY, AND/OR USURY), OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LEGALIST, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED OR OTHERWISE OBTAINED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS THEREFROM. LEGALIST IS NOT REQUIRED TO FUND ANY MATTER AND MAY DECIDE TO NOT FUND ANY MATTER FOR ANY REASON WHATSOEVER AT ITS OWN DISCRETION.

LEGALIST DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE LEGALIST SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LEGALIST WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

WE DO NOT GUARANTEE THE ACCURACY OF ANY CONTENT POSTED ON THE SERVICE. ALTHOUGH WE PROVIDE RULES FOR USER CONDUCT AND POSTINGS, WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR WHAT USERS POST ON THE SERVICE AND ARE NOT RESPONSIBLE FOR ANY OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL OR OTHERWISE OBJECTIONABLE CONTENT YOU MAY ENCOUNTER.

WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR SERVICE. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS (RELATING TO INVESTMENTS OR OTHERWISE) FROM USE OF THE SITE AND/OR THE SERVICE.

WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT CONTAINED IN THE SITE AND ANY SERVICES OFFERED THROUGH THE SITE AT ANY TIME WITHOUT NOTICE. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY LEGALIST.

Indemnity

You agree to defend, indemnify and hold harmless Legalist and their respective subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers, attorneys, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of these Terms of Service, including without limitation, your breach of any representations; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique User name, password or other appropriate security code. Legalist reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Legalist in the defense of any such claim, action, settlement or compromise negotiations, as requested by Legalist.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEGALIST, ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL LEGALIST BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEGALIST ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL LEGALIST, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS. YOUR EXCLUSIVE REMEDY AGAINST LEGALIST OR ITS DIRECTORS, OFFICERS AND EMPLOYEES FOR ANY DISSATISFACTION WITH OUR SERVICES, YOUR TRADING EXPERIENCE, OR THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE IS YOUR DISCONTINUATION OF YOUR USE OF THE SERVICE.

TO THE GREATEST EXTENT POSSIBLE BY USING THIS SITE YOU WAIVE ANY DEFENSE OF USURY, CHAMPERTY, AND/OR ANY OTHER DEFENSE FOR ANY PURPOSE REGARDING YOUR OBLIGATIONS TO PAY LEGALIST FOR ANY PURPOSE.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF LEGALIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

THE AGREEMENT BY LEGALIST TO FUND PARTICULAR LITIGATION DOES NOT EVIDENCE AN ENDORSEMENT OF ANY OF THE LEGAL THEORIES, POSITIONS AND/OR ANY OTHER STATEMENTS OR ACTS OF YOU.

Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Legalist without restriction.

Governing Law

You agree that: (i) the Service shall be deemed solely based in the State of Delaware; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Legalist, either specific or general, in jurisdictions other than the State of California. These Terms of Service shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles.

Arbitration of Disputes Brought by a User

You agree that any claim asserted against Legalist, or its directors, officers or employees, or any controversy or claim arising out of or relating to the Services, these Terms of Service, the Privacy Policy or other operating rules, policies, and procedures that may be published on the Site (including the question of whether any particular matter is arbitrable under these Terms of Service or concerning the construction, interpretation and effect of these Terms of Service or any claims in these Terms of Service, or the rights and liabilities of a User or Legalist), or the breach thereof, shall be settled by arbitration administered by JAMS/ADR in accordance with its expedited arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The location for any such arbitration shall be in San Francisco, CA. There shall be one arbitrator who shall be chosen in accordance with the rules JAMS. In the event of any claim, controversy or alleged dispute between you and Legalist, its members or affiliates you hereby agree to attempt in good faith to amicably resolve any such dispute at least thirty (30) days before instituting any legal proceeding.

Resolution of Disputes Brought by Legalist

You agree that any claim by Legalist against a User may be brought pursuant to the JAMS expedited arbitration rules or may be adjudicated by a court of competent jurisdiction, either in San Francisco, CA, USA, or where the User is located (either the User’s home address or the address of the User’s principal place of business). With respect to the foregoing, the manner of dispute resolution and its venue is at Legalist’s discretion and without reference to the choice of laws provisions of any jurisdiction. The User agrees to submit to the personal jurisdiction of the courts located in San Francisco, CA.

Class Action Waiver

Any claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class User in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

Usury Waiver

The Parties agree that any funding of litigation are re not subject to any usury provision of the applicable state. All agreements between Claimant, Counsel and Funder, are hereby expressly limited so that in no contingency or event whatsoever shall the amount paid or agreed to be paid to Funder for the use, forbearance, or detention of the money to be funded in this Addendum and/or Agreement exceed the maximum permissible law shall be reduced to a rate that is legal. You agree to waive any claim of usury by agreeing to theses terms of use.

Waiver of Counterclaims

You agree to waive all rights to interpose any claims, deductions, setoffs or counterclaims of any nature (other than compulsory counterclaims) in any action or proceeding with respect to these Terms of Service or any matter arising therefrom or relating hereto or thereto.

Notification Procedures

Legalist may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on the Site, as determined by Legalist in our sole discretion. Legalist reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms of Service.

Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an Issuer or potential investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.

Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site's electronically stored copy of this Agreement in any proceeding arising out of this Agreement.

Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Legalist shall have a reasonable period to effect such a change and Legalist may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

Entire Agreement/Severability

These Terms of Service together with any other legal notices and Terms of Service published by Legalist via the Service, shall constitute the entire Terms of Service between you and Legalist concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect.

No Waiver

No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Legalist' failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

No Agency

You agree that no agency, partnership, employment, attorney-client. franchisor to franchisee and/or joint venture relationship, exists between you and Legalist.

Miscellaneous

Headings are for the purpose of reference only and in no way modify, amend, or delimit the provisions to which they refer.

Notices under these Terms of Service will be sent to [email protected] if to Legalist or the Service, and, if to the User, to the Email address provided in the User’s Profile. Legalist may also send notice to you by certified mail, return receipt requested, to the address indicated in your User Profile.

These Terms of Service may be terminated by either party without notice at any time for any reason. The appropriate provisions shall reasonably survive any termination of these Terms of Service.

Please contact us at [email protected] with any questions regarding these Terms of Service.