JURISCEND LLC TERMS AND CONDITIONS OF SERVICE 

1.      Term and Termination. These Terms and Conditions of Service, together with the operative Client Services Proposal form the Agreement (“Agreement”) between Juriscend LLC (“the Company”) and its Client. This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year (“Initial Term”), automatically renewing for successive one-year terms unless either party provides thirty (30) days’ written notice of non-renewal. Either party may terminate immediately for material breach not cured within fifteen (15) days of written notice. the Company may terminate immediately for nonpayment or violation of Section 9 (Non-Solicitation). 

2.      Scope of Services. the Company shall provide operations, marketing, administrative, and business support services (“Services”) to the Client law firm as described in a separate Proposal. These Services do not include the practice of law or legal representation. The Client remains solely responsible for the legal services it provides, and nothing in this Agreement creates a partnership, joint venture, or employer–employee relationship. 

3.      Fees and Payment Terms. Client shall pay all invoices as due. Unless otherwise agreed, payments shall be made via ACH within ten (10) days of invoice receipt. Late payments may incur interest at 1.5% per month or the maximum rate allowed by law, whichever is greater. the Company may suspend Services until payment is received. 

4.      Confidentiality and Data Security. Each party shall maintain the confidentiality of the other’s proprietary, client, and employee information. the Company shall implement commercially reasonable safeguards to protect client data from unauthorized access. Company personnel who have access to law firm business or client data will do so only for the purpose of performing Services.  

5.      Independence of Attorneys and Restrictions on Access. To preserve ethical compliance: Any attorney-owner, officer, or employee of the Company shall have no access to any invoicing, billing, or financial data related to legal representation of the Client law firm’s clients, including but not limited to client billing records, matter-level time entries, or descriptions of services rendered. the Company shall maintain appropriate firewalls to separate any operational data from information related to legal representation. 

6.      Intellectual Property. All marketing materials, systems, processes, and intellectual property developed by the Company remain its sole property unless otherwise agreed in writing. Client is granted a limited, non-exclusive, non-transferable license to use such materials solely for internal business purposes. 

7.      Non-Solicitation of Employees and Contractors. Client agrees that during the term of this Agreement and for two (2) years thereafter, Client shall not, directly or indirectly, solicit for employment, hire, or retain (as employee or independent contractor) any person employed or engaged by the Company who provided Services under this Agreement without the Company’s prior written consent. 
Enforcement Clause: 
If Client violates this provision, Client shall pay the Company an amount equal to the greater of: 
(a) Fifty thousand dollars ($50,000) per solicited or hired individual; or 
(b) One hundred fifty percent (150%) of the individual’s annualized compensation with the Company at the time of separation, 
as liquidated damages and not as a penalty. This clause survives termination. 

8.      Employee Retention and Non-Interference. Client acknowledges that the Company’s employees and contractors are key assets of the Company. In addition to Section 9 (Non-Solicitation), the Client agrees not to interfere with or attempt to influence the employment relationship of any current or former the Company personnel. Client shall not make disparaging remarks to any third party regarding the Company or its personnel, including through social media or industry communications. 

9.      Non-Disclosure and Non-Use. Client shall not disclose or use any trade secret, client list, marketing system, or proprietary process of the Company for any purpose other than performance of this Agreement. 

10.   Cancellation and Non-Refund Policy. If the Client cancels within the first six (6) months from the date of signature on the Services Proposal, the Client shall pay an early termination fee equal to fifty percent (50%) of the remaining annual contract value. If cancellation occurs after six (6) months, the Client shall pay the full annual contract amount, without refund or proration. Any unpaid portion of the required fee shall become immediately due and payable upon notice of cancellation. 

11.   Rate Change Notice. the Company may adjust its rates or service fees from time to time. the Company shall provide the Client with at least thirty (30) days’ prior written notice of any rate change before implementation. Unless the Client provides written notice of termination within such 30-day period, continued use of the Services constitutes acceptance of the new rates. 

12.   Marketing and Publicity Services.  

a.      Client Review and Approval of Marketing Content. All marketing, communications, and branding materials prepared by the Company shall be submitted to the Client for review and written approval prior to publication or release. The Client shall bear sole responsibility for verifying the accuracy, compliance, and appropriateness of such materials, including any statements regarding legal services or results. The Company shall not be liable for any claim, loss, or regulatory action arising from materials approved by the Client. 

b.      Limitation of Damages for Marketing and Reputation Claims. In no event shall the Company be liable for any indirect, consequential, or special damages, including without limitation loss of goodwill, harm to reputation, loss of clients, or diminution of brand value, arising out of or related to the Services. The Company’s total aggregate liability under this Agreement shall not exceed the amount paid by the Client for the specific marketing or branding Services giving rise to the claim. 

c.      Client Compliance and Indemnification. The Client is solely responsible for ensuring that all marketing content, advertising, and communications comply with applicable Rules of Professional Conduct and state bar regulations. The Client shall defend and indemnify the Company from and against any claims, investigations, or penalties arising from such materials, except to the extent caused by the Company’s willful misconduct. 

d.      Limited Publicity Rights.  The Company may reference the Client as a customer or display anonymized examples of non-confidential deliverables for marketing purposes, provided the Client’s name, logo, or identifiable information will not be used without prior written consent. 

13.   Administrative Services. 

a.      Administrative Nature of A/R Support. the Company provides administrative support related to client billing and receivables management solely as an agent of the Client law firm. the Company is not a 'debt collector' as defined under the Fair Debt Collection Practices Act or any analogous state statute, as it does not engage in independent collection activity or handle consumer debts in its own name. All communications regarding outstanding invoices are conducted under the Client’s name and direction, and all payments are remitted directly to the Client law firm. 

b.      No Fiduciary Capacity. the Company provides administrative and bookkeeping support services, including reconciliation of financial records and preparation of trust-account reports, solely as an agent of the Client law firm. the Company does not hold, control, or access Client or client-trust funds and shall not act in a fiduciary capacity. The Client law firm retains full responsibility for compliance with all fiduciary duties, client-fund handling requirements, and professional-conduct obligations under applicable law and bar rules. 

c.      Liability and Indemnity. The Client acknowledges that the Company provides back-office and operational support only and does not provide legal services. The Client’s law firm retains full professional and ethical responsibility for its legal work. the Company shall have no liability for claims, disciplinary actions, or damages arising from the Client’s provision of legal services, professional judgments, or client communications. The Client shall defend and indemnify the Company against any such claims or proceedings. the Company’s total liability in any legal or other proceeding shall not exceed the amount paid by Client for Services in the three (3) months preceding institution of such action or cancellation of the Agreement, whichever occurs first. 

14.   No Legal, Financial, or Strategic Guarantee. The Company provides administrative and marketing support only and does not guarantee any particular business outcome, lead generation, or revenue result. Any recommendations, analytics, or communications are informational and not legal or professional advice. The Client remains solely responsible for all business and ethical decisions. 

15.   Limitation on Third-Party Liability. No affiliate, owner, member, manager, or employee of the Company shall bear personal liability for any obligations of the Company under this Agreement. Client agrees to look solely to the assets of the Company for any recovery under this Agreement. 

16.   Survival. The provisions of Sections 6 (Indemnification), 7 (Limitation of Liability), 9 (Non-Solicitation), 10 (Non-Disclosure), 15 (Cancellation and Non-Refund Policy), 17 (Employee Retention), and 19 (Limitation on Third-Party Liability) shall survive termination or expiration of this Agreement. 

17.   Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-law rules. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the District Court of Denver County, Colorado, and the parties consent to its jurisdiction and venue.   

18.   Dispute Resolution and Attorneys’ Fees.  Mediation with a third-party neutral selected jointly by the parties (or by the Judicial Arbiter Group in Denver, CO if the parties cannot agree), is a condition precedent to initiation of any legal proceeding. In the event of any dispute, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in any action to enforce this Agreement. 

19.   Force Majeure. Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, pandemics, or governmental action. 

20.   Miscellaneous. This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or representations. The Agreement shall not be construed against either party as the drafter. No modification shall be valid unless in writing and signed by both parties. If any provision is held invalid, the remaining provisions shall remain enforceable.