4. DISCLAIMERS AND WARRANTIES

4.1 Services are provided "AS IS" and "AS AVAILABLE". Without limiting the foregoing, to the

maximum extent permitted under applicable law, Lexamica DISCLAIMS ALL WARRANTIES

AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

4.2 Lexamica makes no warranty or representation and disclaims all responsibility and liability

for: a) Completeness, accuracy, availability, timeliness, security or reliability of the Services; b)

Harm to computer systems, loss of data, or other technical harm; c) Operation or compatibility

with other applications or systems; d) Uninterrupted, secure or error-free service; e) Meeting

specific requirements; f) Storage or transmission of content

Last Revised January 20, 2025

4.3 Lexamica TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY

CONTENT THAT A MEMBER FIRM, ANOTHER USER, OR A THIRD PARTY CREATES,

UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH ITS SERVICES.

4.4 MEMBER FIRM UNDERSTANDS AND AGREES THAT IT MAY BE EXPOSED TO

CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE

INAPPROPRIATE, NONE OF WHICH LEXAMICA WILL BE RESPONSIBLE FOR.

5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

5.1 Platform Ownership. Lexamica owns and retains all right, title, and interest in and to the

Services, including without limitation all platform technology, software, code, APIs, interfaces,

databases, algorithms, and system architecture, together with all Platform Elements including

the look and feel, user interface, graphics, design, navigation structure, selection and

arrangement of content, and all technical elements. Lexamica further owns all Improvements

and Modifications to the Services, including all updates, upgrades, new features,

enhancements, bug fixes and other modifications, whether made by Lexamica or at the

suggestion of any Member Firm.

5.2 Reservation of Rights. Lexamica and its licensors reserve all rights not expressly granted to

Member Firm under this Agreement. Without limiting the foregoing, Lexamica reserves the

exclusive right to modify the Services, create derivative works, license the Services to others,

and take any actions necessary to protect its intellectual property rights in the Services.

5.3 Trademark Rights. The Lexamica name and logo, and all related product names, service

names, designs, and slogans are trademarks of Lexamica or its affiliates or licensors. Member

Firm shall not use, modify, or create derivative versions of any Lexamica marks, or suggest any

endorsement by Lexamica, without Lexamica's prior written consent. Member Firm shall not

register, attempt to register, or assist others in registering any trademarks similar to Lexamica's

marks. Any third-party marks appearing in the Services belong to their respective owners and

may be protected by law. Use of such marks requires permission from the respective owners

and is subject to their terms.

5.4 Content Ownership and License. Member Firm retains ownership of all Client Information,

Case data, firm documentation, professional work product, and client communications submitted

through the Services ("Member Content"). Member Firm hereby grants to Lexamica a

worldwide, royalty-free, transferable, sublicensable, and irrevocable (during the period such

content is stored on the Services) license to access, use, store, process, display and modify the

Member Content solely as necessary to provide and improve the Services, support users,

comply with applicable law, and maintain platform security.

5.5 Feedback. "Feedback" means all suggestions, comments, improvement ideas, feature

requests, test results and other feedback provided by Member Firm regarding the Services.

Member Firm agrees that all Feedback becomes the exclusive property of Lexamica, including

all intellectual property rights therein. Member Firm hereby irrevocably assigns to Lexamica all

Last Revised January 20, 2025

right, title and interest in any Feedback, including all patents, copyrights, trade secrets,

trademarks, know-how, moral rights and other intellectual property rights. Lexamica may use

Feedback freely without compensation or attribution.

5.6 Data Rights. Lexamica may collect and analyze platform usage data to create aggregate

statistics and generate insights. Lexamica owns all right, title and interest in such aggregated

data, usage statistics, performance metrics, analytical results and derived insights. Lexamica

may use such data to enhance and develop the Services, fix issues, improve performance and

create new offerings.

5.7 IP Protection. Member Firm shall not reverse engineer, decompile, disassemble, create

derivative works based on, or attempt to discover the source code of the Services. Member Firm

shall not circumvent any technological protection measures or access restrictions. Member Firm

shall respect all intellectual property rights notices, maintain all proprietary markings, report any

infringement, cooperate in enforcement actions, and preserve the confidentiality of any

proprietary aspects of the Services.

5.8 Third-Party Intellectual Property. The Services may incorporate materials licensed from third

parties, open source software, external integrations, and partner services. Member Firm shall

comply with all applicable third-party terms, maintain required attributions, honor restrictions,

and report any violations. Lexamica makes no representations regarding third-party intellectual

property rights.

5.9 Enforcement. Lexamica may monitor compliance, investigate violations, take enforcement

action, seek legal remedies and terminate access in the event of any intellectual property

infringement or violation of this Section 5. Member Firm shall cooperate with any investigations,

provide requested information, preserve evidence, support enforcement efforts and remove any

infringing materials upon notice.

6. COMPLIANCE WITH APPLICABLE RULES OF PROFESSIONAL

CONDUCT AND OTHER LAW

6.1 With respect to every Case, the Member Firm shall comply with all Applicable Rules of

Professional Conduct regarding referrals, fee-sharing requirements, client consent

requirements, and documentation requirements.

6.2 Prior to making any Referral, the Member Firm shall verify the client's identity and authority

to retain co-counsel, conduct preliminary case evaluation, confirm compliance with Applicable

Rules of Professional Conduct, verify no conflicts exist, and ensure all necessary client

consents have been obtained.

6.3 For each Pre-Retained Referral, the Member Firm shall disclose the proposed fee-sharing

arrangement to the client, obtain the client's written consent to the fee-sharing arrangement,

Last Revised January 20, 2025

explain the division of responsibilities between firms, document all disclosures and consents in

writing, and upload all required documentation to the Lexamica Platform.

6.4 The Member Firm shall maintain complete records of all client consents and disclosures for

a minimum of 2 years after the conclusion of each Referred Case.

6.5 The Member Firm shall immediately notify the Handling Firm and Lexamica if any client

withdraws consent or raises concerns about the referral arrangement.

6.6 The Member Firm represents and warrants that with respect to any Case in which it should

participate through the Lexamica Platform,, its representatives, agents, and any third party

acting on its behalf, will comply with all applicable laws, rules and regulations, including but not

limited to:

(a) Any Applicable Rules of Professional Conduct

(b) The Telephone Consumer Protection Act (the "TCPA"), 47 U.S.C. § 227 et seq.

(c) All implementing rules, orders, and regulations of the Federal Communications

Commission, 47 C.F.R. § 64.1200 et seq.

(d) Federal Trade Commission regulations, 16 C.F.R. § 310

(e) The Do-Not-Call Implementation Act and the Do-Not-Call list registry rules

(f) All other state, local or international laws, rules, regulations, and guidelines relating to

calling, texting, telemarketing and telephonic solicitation

7. ATTORNEYS OF RECORD

7.1 The Member Firm shall provide Lexamica with a list of attorneys that are authorized to make

Refer or Accept Referrals through the Lexamica Platform.

7.2 The Member Firm shall promptly notify Lexamica in writing of any changes to the attorneys

listed in 7.1.

8. REPORTING AND AUDIT RIGHTS

8.1 The Member Firm shall maintain adequate records of all activities conducted through the

Lexamica Platform.

8.2 Lexamica shall have the right, upon reasonable notice and during Normal Business Hours,

to audit the Member Firm's records related to its Lexamica Network activities to ensure proper

documentation and compliance with these Terms.

8.3 Platform Monitoring and Auditing

Last Revised January 20, 2025

(a) Lexamica maintains comprehensive audit logs of:

(i) All account access and authentication attempts

(ii) Changes to user permissions

(iii) Data access and modifications

(iv) API usage and integration activities

(b) The Member Firm shall cooperate with periodic access reviews.

(c) The Member Firm shall participate in security audits as requested by Lexamica.

(d) Lexamica may conduct automated security scans and compliance monitoring.

9. SERVICE FEES

9.1 Platform Fees. The Member Firm shall pay Lexamica the fees specified in their Order Form

for platform access and services. Fees are based on the subscription level selected, number of

authorized users, usage volume, and any additional services or features requested by the

Member Firm. Unless otherwise specified in the Order Form, all fees are quoted and payable in

United States dollars.

9.2 Fee Changes. Lexamica reserves the right to modify its fees or institute new charges upon

thirty (30) day’s prior written notice to the Member Firm, with such changes taking effect at the

end of the then-current Initial Service Term or renewal term. Lexamica may provide notice of fee

changes via email or by posting to the Member Firm's platform dashboard.

9.3 Payment Processing. All Platform fees are due within thirty (30) days of invoice date.

Member Firm shall provide and maintain valid payment information with Lexamica. Any amount

not paid when due shall bear interest at the rate of 1.5% per month (or the maximum rate

permitted by law, if lower). Lexamica may suspend or terminate services for any failure to pay

amounts when due. All payment obligations are non-cancelable, and amounts paid are non-

refundable except as specifically provided in this Agreement.

10. FEE SHARING STRUCTURE

10.1 Fee Sharing Basis. Fee sharing applies only to Referred Cases that have been retained by

the Handling Firm and does not apply to unretained Referred Leads. The fees to be shared shall

be calculated as a percentage of gross attorney fees, defined as fees received after

reimbursement of case expenses. The fee-sharing percentage shall be established at the time

of referral and documented in the Platform. The fee-sharing percentage recorded in the Platform

shall be controlling and binding on the Referring Firm and Handling Firm.

10.2 Expense Allocation. Unless otherwise agreed in writing, the Handling Firm shall bear

responsibility for all litigation costs and expenses incurred in prosecuting Referred Cases. Such

expenses shall be reimbursed from any recovery prior to the calculation and division of attorney

fees. Any alternative cost-sharing arrangements must be documented in writing through the

Platform at the time of referral.

Last Revised January 20, 2025

10.3 Fee Structure Modifications. The base fee-sharing percentage may be adjusted if the

Referring Firm assumes additional responsibilities in the representation. Any modification to the

fee-sharing percentage requires a written agreement between the firms, informed client

consent, documentation in the Platform, and verification of compliance with Applicable Rules of

Professional Conduct.

10.4 Compliance. All fee-sharing arrangements must comply with Applicable Rules of

Professional Conduct. Complete documentation of all fee-sharing arrangements must be

maintained in the Platform.

11. FEE-SHARING PAYMENTS

11.1 Payment Timing. The Handling Firm shall pay to the Referring Firm its share of the fees for

a Referred Case within seven (7) days after settlement funds have cleared, fee distribution has

been authorized, and expense reconciliation is complete. Payments may be made through the

Lexamica electronic payment system (preferred method), direct ACH transfer, or check

payment.

11.2 Payment Processing. Payments made through the Lexamica Platform benefit from

automated calculation, electronic distribution, payment tracking, and complete documentation.

Direct payments made outside the Platform must be promptly reported in the Platform,

accompanied by payment confirmation, and remain subject to standard processing fees.

11.3 Late Payments. Any fee-sharing payment not made within the required seven-day period

shall bear interest at the rate of 1.5% per month. Lexamica may restrict Platform access,

suspend future referrals, or impose other penalties on a Handling Firm for late payments. All

costs of collection, including reasonable attorney fees, shall be the responsibility of the late-

paying Handling Firm.

11.4 Payment Disputes. Any dispute regarding fee-sharing payments must be raised within

thirty (30) days of the payment due date. Disputes must be documented in writing through the

Platform and include supporting documentation. Payment disputes shall be resolved directly

between the participating firms. Lexamica will freeze related Platform functions during active

payment disputes.

11.5 Payment Obligation. By accepting a referral, the Handling Firm agrees to pay the Referring

Firm the agreed upon fee-sharing agreement in accordance with their fee sharing agreement,

this Agreement, and relevant provisions of the Applicable Rules of Professional Conduct.

12. MARKETING RELEASE

12.1 The Member Firm grants Lexamica a non-exclusive, royalty-free license to use the

Member Firm's name, logo, and description publicly for marketing the Lexamica Network and

services for as long as the Member Firm is a member of the Lexamica Network.

Last Revised January 20, 2025

12.2 Marketing Limitations: a) Use of the Member Firm's name/logo must be professional and

accurate b) No modification of the Member Firm's marks without consent c) No statements

about results without appropriate disclaimers d) the Member Firm may revoke marketing rights

upon 30 days' notice

13. INDEMNIFICATION AND LIABILITY

13.1 Member Firm Indemnification. The Member Firm shall defend, indemnify, and hold

harmless Lexamica and its officers, directors, employees, agents, successors, and assigns

("Company Entities") from and against any claims, damages, losses, liabilities, costs, and

expenses (including reasonable attorneys' fees) arising from or relating to the Member Firm's

use of the Services or participation in the Lexamica Network. This indemnification obligation

extends to claims arising from the Member Firm’s: (i) provision of legal services, including

malpractice claims, client disputes, ethics violations, and fee disputes; (ii) use of the Platform,

including any unauthorized access, data breaches, or misuse; (iii) non-compliance with

applicable laws, regulations, or ethical rules; (iv) content, data, or documentation, including any

inaccuracies or third-party claims; and (v) professional conduct, including unauthorized practice

of law, fee-sharing violations, disciplinary actions, or insurance lapses. This indemnification

obligation specifically includes, without limitation:

(a) Any claims related to fee-sharing arrangements or disputes over fee sharing between

Member Firms

(b) Consumer protection claims arising from the Member Firm's activities

(c) Documentation deficiencies or failures

(d) Claims arising from referral activities between Member Firms

(e) Any claims arising from the Member Firm's failure to comply with applicable ethical

rules or professional obligations

(f) Claims arising from the Member Firm's reliance on the Platform for compliance or

regulatory purposes

13.2 Company Indemnification. Lexamica shall defend, indemnify, and hold harmless the

Member Firm from third-party claims alleging that the Member Firm's authorized use of the

Services infringes any U.S. patent, copyright, or trade secret. This indemnification obligation

shall not apply to claims arising from: (i) use of Services not supplied by Lexamica; (ii)

modifications made to the Member Firm specifications; (iii) the Member Firm's combination of

Services with other products; (iv) use contrary to the Agreement; or (v) continued use after

notice of alleged infringement. If the Services are held to be infringing, Lexamica may at its

option and expense: (a) modify the Services to be non-infringing; (b) obtain a license for

continued use; or (c) terminate the Agreement and refund any prepaid unused fees.

Last Revised January 20, 2025

13.3 Indemnification Procedures. The party seeking indemnification shall promptly notify the

indemnifying party in writing of any claim, provide reasonable cooperation in the defense, and

allow the indemnifying party to control the defense and settlement. The indemnified party may

participate in the defense at its own expense. The indemnifying party may not settle any claim

without the indemnified party's written consent, which shall not be unreasonably withheld.

Failure to provide prompt notice or reasonable cooperation may relieve the indemnifying party of

its obligations to the extent materially prejudiced.

13.4 Limitation of Liability. EXCEPT FOR BODILY INJURY OR DEATH, AND EXCEPT FOR

THE MEMBER FIRM'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY

OBLIGATIONS, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S

AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED

THE GREATER OF: (A) $100.00 OR (B) THE AMOUNTS PAID BY THE MEMBER FIRM TO

LEXAMICA IN THE SIX MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE

CLAIM.

13.5 Exclusion of Damages. EXCEPT FOR CLAIMS ARISING FROM A PARTY'S WILLFUL

MISCONDUCT OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL

EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,

EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS,

LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF SUCH

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.6 Essential Basis. The parties acknowledge that the limitations of liability set forth in this

Section 11 are an essential basis of the bargain between the parties and shall apply

notwithstanding the failure of essential purpose of any limited remedy. The parties agree that

these limitations reflect an informed, voluntary allocation of risks between the parties and are

reflected in the fees charged under this Agreement.

13.7 Exceptions. Nothing in this Agreement shall exclude or limit either party's liability for: (i)

fraud or fraudulent misrepresentation; (ii) willful misconduct or gross negligence; (iii) death or

personal injury caused by negligence; or (iv) any other liability that cannot be excluded or limited

by applicable law.

13.8 Insurance. The Member Firm shall maintain, at its own expense, Insurance with coverage

amounts of at least $1,000,000 per claim and $2,000,000 in the aggregate. Upon request, the

Member Firm shall provide Lexamica with certificates of insurance evidencing such coverage.

13.9 Claims Process. All claims must be made in writing and include a detailed description of

the claim, alleged damages, supporting documentation, relief sought, and timeline of relevant

events. The party receiving a claim shall acknowledge receipt within 5 business days and

promptly investigate. The parties shall attempt to resolve claims informally before pursuing

formal dispute resolution. All evidence related to claims shall be preserved and all claim-related

communications shall be kept confidential.

Last Revised January 20, 2025

13.10 Dispute Resolution. Any dispute between Member Firms shall be resolved directly

between the firms without Lexamica's involvement. Any dispute between the Member Firm and

Lexamica shall be resolved through binding arbitration administered by the American Arbitration

Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Little

Rock, Arkansas. The award rendered by the arbitrator shall be final and binding on the parties

and may be entered in any court of competent jurisdiction.

13.11 Platform Role Limitations.

The Member Firm acknowledges and agrees that:

(a) Lexamica's role is limited to providing technology platform services;

(b) Lexamica does not:

• Participate in or mediate fee negotiations between Member Firms

• Provide legal advice or services

• Monitor or ensure regulatory compliance

• Guarantee performance of any Member Firm

• Guarantee referral success or outcomes

• Monitor legal representation

• Participate in disputes between Member Firms

• Ensure ethical compliance of Member Firms

(c) Member Firms are solely responsible for:

• Their own regulatory and ethical compliance

• Quality of legal services provided

• Fee arrangements and disputes with other Member Firms

• Client relationships and obligations

• Professional obligations and duties

14. TERMINATION AND TERM

14.1 Term. This Agreement commences on the Effective Date and continues for the Initial

Service Term specified in the Order Form ("Initial Term"). Thereafter, this Agreement shall

automatically renew for successive periods equal to the Initial Term (each a "Renewal Term")

unless either party provides written notice of non-renewal at least thirty (30) days prior to the

end of the then-current term, or unless terminated earlier pursuant to this Agreement. The Initial

Term and all Renewal Terms collectively constitute the "Term."

14.2 Termination for Cause. Lexamica may terminate this Agreement immediately upon written

notice if the Member Firm: (i) fails to pay any amount when due under this Agreement and such

failure continues for fifteen (15) days after written notice thereof; (ii) breaches any material term,

Last Revised January 20, 2025

condition, or provision of this Agreement or applicable Role Addendum; (iii) fails to maintain

required Insurance ; (iv) becomes the subject of any Disciplinary Action ; (v) engages in the

unauthorized practice of law; or (vi) makes any material misrepresentation to Lexamica.

Member Firm may terminate this Agreement if Lexamica materially breaches this Agreement

and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

14.3 Termination for Convenience. Either party may terminate this Agreement without cause

upon thirty (30) days prior written notice to the other party.

14.4 Effect of Termination. Upon termination or expiration of this Agreement:

(a) Member Firm shall: (i) provide final Updates through the Platform for all open Cases within

ten (10) days of the effective date of a Termination for Cause or a Termination for Convenience;

(ii) maintain compliance with all Terms through the effective date of a termination; (iv) honor all

fee obligations; and (v) preserve all required documentation.

(b) Ten days after the effective date of a Termination for Cause or a Termination for

Convenience, all rights granted to the Member Firm hereunder shall immediately terminate and

the Member Firm shall cease all use of the Services. Lexamica shall deactivate the Member

Firm's account credentials and revoke all Platform and API access.

(c) The Member Firm shall pay all outstanding amounts due through the effective date of

termination. All payment obligations, including referral fees for cases referred during the Term,

shall survive termination.

(d) Lexamica will make the Member Firm's Customer Data available for electronic retrieval for

ninety (90) days following termination, after which Lexamica will delete such data unless the

Member Firm gives written instruction to Lexamica to preserve the Customer Data for an

additional period of time to allow the Member Firm to retrieve the Customer Data, after which

Lexamica will delete such data.

14.5 Transition Obligations. The Member Firm shall cooperate in good faith to ensure an orderly

transition of active matters upon termination. This includes: (i) completing pending transactions;

(ii) fulfilling all professional obligations; (iii) maintaining required Insurance coverage through

termination; and (iv) preserving client interests. The Member Firm shall promptly notify all active

clients, associated firms, regulatory bodies, insurance carriers and other affected parties of the

termination as required by any Applicable Rule of Professional Conduct.

14.6 Survival. The following provisions shall survive any termination or expiration of this

Agreement: (i) the Member Firm’s payment obligations to Lexamica; (ii) indemnification duties;

(iii) confidentiality requirements; (iv) data protection obligations; and (v) dispute resolution

provisions. The termination of this Agreement will not affect any agreement the Member Firm

may have with another Member Firm to share fees in a particular Case unless the Referring

Firm and Handling Firm agree to terminate such agreements.

Last Revised January 20, 2025

14.7 Post-Termination Restrictions. Following termination, the Member Firm shall not: (i) access

or attempt to access the Platform; (ii) use Lexamica's marks or intellectual property; (iii)

represent any ongoing relationship with Lexamica; (iv) solicit Lexamica's clients or Member

Firms; or (v) make any disparaging statements about Lexamica. The Member Firm

acknowledges that any breach of these restrictions will cause irreparable harm for which

monetary damages would be inadequate, and Lexamica shall be entitled to immediate injunctive

relief without the necessity of posting bond, in addition to all other remedies available at law or

equity.

14.8 Reregistration. If this Agreement is terminated for cause, the Member Firm and its

principals shall be prohibited from reregistering or attempting to reregister for the Services

without Lexamica's prior written consent, which may be withheld in Lexamica's sole discretion.

14.9 No Liability for Termination. Neither party shall be liable to the other for any damages

arising from proper termination of this Agreement in accordance with its terms. Termination shall

not affect any claim, liability or right of either party arising prior to termination.

14.10 Data Preservation. Notwithstanding anything to the contrary herein, Lexamica may retain

Member Firm data as required by law or regulatory requirements, pursuant to its standard

backup procedures, or as necessary to enforce its rights and obligations under this Agreement.

Any retained data shall remain subject to the confidentiality provisions of this Agreement.

15. MISCELLANEOUS

15.1 Governing Law. These Terms shall be governed by Delaware law.

15.2 Updating These Terms. We may modify these Terms from time to time in which case we

will update the “Last Revised” date at the top of these Terms. If we make changes that are

material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by

placing a prominent notice on the first page of the Website. However, it is your sole

responsibility to review these Terms from time to time to view any such changes. The updated

Terms will be effective as of the time of posting, or such later date as may be specified in the

updated Terms. Your continued access or use of the Services after the modifications have

become effective will be deemed your acceptance of the modified Terms.

15.3 Electronic Records. Electronic signatures and records are valid.

15.4 Severability. Invalid provisions shall be severed.

15.5 Entire Agreement. These Terms constitute the complete agreement.

15.6 Independent Legal Advice. The Member Firm acknowledges that it has been advised to

seek independent legal advice before signing these Terms and has either obtained such advice

or waived its right to do so.

Last Revised January 20, 2025

15.7 Waiver. The failure of either party to enforce its rights under these Terms at any time for

any period shall not be construed as a waiver of such rights. Unless expressly provided

otherwise, each right and remedy in these Terms is in addition to any other right or remedy, at

law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any

other right or remedy.

15.8 Jury Trial Waiver. THE MEMBER FIRM HEREBY IRREVOCABLY WAIVES, TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A

TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT

OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED

HEREBY.

15.9 Assignment. These Terms and the licenses granted hereunder may be assigned by

Lexamica but may not be assigned by Member Firm without the prior express written consent of

Lexamica.

15.10 International Access. The Services are operated by us in the United States. Those who

choose to access the Services from locations outside the United States do so at their own

initiative and are responsible for compliance with applicable local laws.

16. EFFECTIVE DATE AND EXECUTION

16.1 These Terms are executed and effective as of the date signed below.

Last Revised January 20, 2025

REFERRING FIRMS

1. FEE SHARING ARRANGEMENTS

1.1 The Referring Firm, together with the Handling Firm, are responsible for negotiating

compliant fee-sharing arrangements, documenting fee agreements appropriately, obtaining

necessary client approvals and consents, and ensuring the arrangements comply with

Applicable Rules of Professional Conduct.

1.2 In cases involving a Private Network, the Referring Firm shall document fee arrangements

with each member, update documentation as needed, maintain current records in the Platform,

and ensure compliance with all jurisdictions.

1.3 Any fee disputes shall be resolved directly between the Referring Firm and the Handling

Firm without Lexamica's involvement. The Referring Firm shall indemnify and hold Lexamica

harmless from any fee-sharing disputes or claims.

2. PRIVATE NETWORK

2.1 The Referring Firm may establish a Private Network of preferred Handling Firms by

designating specific Member Firms, documenting fee arrangements, setting referral criteria, and

establishing communication protocols.

2.2 The Referring Firm is responsible for maintaining current Private Network information,

updating member status, managing compliance, and resolving any disputes. Lexamica's role is

limited to providing the technical platform for Private Network operation.

3. AUTOMATED REFERRAL PLACEMENT

3.1 The Lexamica Platform includes an automated real-time referral placement engine,

including but not limited to Relay and Deals, ("Placement Engine") that assists in matching and

distributing referrals to Handling Firms based on various criteria including practice areas,

jurisdictions, and performance metrics.

3.2 Use of the Placement Engine is entirely discretionary and optional. By using the Placement

Engine, the Referring Firm assumes full responsibility for the placement and distribution of

cases through the Placement Engine and remains solely responsible for ensuring appropriate

case placement. This responsibility includes verifying absence of conflicts of interest, confirming

proper jurisdiction and practice area matches, setting up and maintaining accurate placement

blocks and filters, reviewing and updating automated placement rules, and monitoring

placement outcomes and adjusting criteria as needed.

Last Revised January 20, 2025

3.3 The Referring Firm acknowledges that the Placement Engine is provided as a convenience

tool only and Lexamica makes no warranties regarding the accuracy or appropriateness of

placements. The Referring Firm retains full professional responsibility for all referral decisions,

and technical issues or system errors affecting the Placement Engine do not relieve the

Referring Firm of its obligations under these Terms.

3.4 The Referring Firm shall maintain appropriate oversight of the Placement Engine by

regularly reviewing and updating its placement criteria and rules, promptly correcting any

identified placement errors, maintaining appropriate oversight of automated placements, and

documenting its placement decisions and criteria.

HANDLING FIRMS

1. FEE SHARING ARRANGEMENTS

1.1 The Handling Firm, together with the Receiving Firm, are responsible for negotiating

compliant fee-sharing arrangements, documenting fee agreements appropriately, obtaining

necessary approvals and consents, and ensuring the arrangements comply with Applicable

Rules of Professional Conduct.

2. CASE MANAGEMENT AND UPDATES

2.1 The Handling Firm shall provide the Referring Firm Updates on all Referrals through the

Lexamica Platform.

2.2 The Handling Firm shall provide Updates every 90 days at minimum on all open Referred

Cases. For Referred Leads, the Handling Firm shall provide an initial Update within the

Evaluation Period of receiving the Referral, and continue to make Updates within that period (or

extend the period) thereafter until the lead is either retained as a Referred Case or Declined. If

an Update is not made on time, the Handling Firm will pay a $100 Service Fee to Lexamica for

work to obtain each Update.

2.3 The Handling Firm shall respond within 24 hours (excluding weekends and holidays) to all

Invitations and Update requests from the Referring Firm or Lexamica.

The Handling Firm shall provide to the Referring Firm through the Lexamica Platform at

minimum: a) Regular case status reports b) Financial information including settlements,

judgments, and distributions c) Copies of significant pleadings and orders d) Information about

upcoming deadlines and events e) Changes in case value or assessment

2.5 When the Handling Firm signs a client for a Referred Lead, thereby creating a Referred

Case, or when the Handling Firm accepts a Pre-Retained Referral that is not a Complete Pre-

Retained Referral, the Handling Firm will upload a copy of the applicable Retainer Agreement to

the Lexamica Platform within 24 hours. For Complete Pre-Retained Referrals, the Handling Firm

Last Revised January 20, 2025

shall confirm receipt and acceptance of the pre-existing documentation within 24 hours through

the Lexamica Platform.

2.6 In the event of a Decline, the Handling Firm agrees to promptly notify both the client and the

Referring Firm through the Lexamica Platform, including accurately identifying the reason that

the referral was declined.

3. DISCIPLINARY ACTIONS AND CLAIMS

3.1 The Member Firm represents and warrants that no Disciplinary Action is currently pending

against its attorneys. The Member Firm shall immediately notify Lexamica in writing of any

Disciplinary Actions against any of its attorney that should be initiated.

3.3 The Member Firm shall provide prompt notice to Lexamica and Originating Firm of any

malpractice claims threatened or made related to Referred Cases.

4. RE-REFERRALS

4.1 The Handling Firm shall not re-refer or sub out any Referred Cases without Lexamica's prior

written consent.

4.2 The Handling Firm may hire and associate local counsel and co-counsel as it finds

necessary to pursue Referred Cases; however, that shall not affect the fee-sharing agreement

between the Referring Firm and the Handling Firm.

4.3 Nothing in these Terms shall prohibit the Handling Firm from entering into co-counsel or

referral agreements with other law firms, provided that such agreements do not conflict with or

diminish the rights of a Referring Firm under these Terms.

5. CASE ASSIGNMENT

5.1 The Handling Firm shall:

a) Assign appropriately qualified attorneys to each Referred Case based on case type,

complexity, and jurisdiction

b) Maintain appropriate supervision over all attorneys handling Referred Cases

c) Implement and maintain quality control procedures for case handling

d) Monitor attorney workload to ensure adequate attention to all Referred Cases

6. MEMBERSHIP AND METRICS

6.1 The Handling Firm acknowledges that Lexamica utilizes an objective, merit-based system

for distributing referrals. The Handling Firm's performance, as measured by various Metrics and

Performance Indicators, may affect its ranking and the quantity or quality of referrals it receives

through the Lexamica Platform. Execution of these Terms or any current ranking is no

guarantee of future membership status or referrals.

Last Revised January 20, 2025

6.2 The Handling Firm agrees that Lexamica may display Metrics such as response time,

update frequency, and other Performance Indicators to other Member Firms of the Lexamica

Network.