GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (“Terms”) govern your receipt of legal services from and use of the website www.LexTecnica.com and its affiliates and affiliate web sites (collectively, the “Site”) and the use of all who visit or use the Sites (each a “User”) covenants and agrees to be bound by these Terms even after ceasing use. Lex Tecnica reserves the right to modify these Terms at any time, effective upon posting of the modified Terms to the following URL: (www.LexTecnica.com/Terms). In any event, Lex Tecnica may revise or modify these Terms, the Site, or any Content at any time without notice. By using this Site, you are agreeing to be bound by the then-current version of these Terms, and any claim or assertion arising from any form of relationship with Lex Tecnica or its client Lex Vest, or any of the individual attorneys, will be governed by these Terms.

The Site is owned and maintained by Lex Tecnica, LLC, a Nevada Limited Liability Company, with attorney members either in their individual capacity or through an entity. These Terms govern use of the Site, however accessed, the various online services and products offered through the Site, and use of Lex Tecnica’s social media channels, including Facebook, Twitter, LinkedIn, and Instagram. All visitors to our Site, clients seeking or receiving legal services, or whether visitors are transacting business, or not, agree to follow these Terms.

These Terms govern and control all use of, entry to, or receipt of services from Lex Tecnica and/or financial engagement with its client Lex Vest, and the Terms are incorporated into each agreement you enter into with Lex Tecnica as if set forth fully therein including retainer letters and may be modified from time to time by Lex Tecnica, and you agree the then current version of the terms will apply. The terms are adjustable at the discretion of Lex Tecnica to meet the dynamic nature of the legal landscape, and changing laws, technologies, rules, regulations, and client needs. In the event of conflict between these Terms and any related agreement, these Terms govern and control except and only if such mutually executed subsequent agreement expressly identifies these Terms, and explicitly includes the following phrase as a separate section in the agreement: “General Terms Overridden. Both parties agree the Terms on LexTecnica.com are replaced herewith as follows:”, and only then when such agreement identifies which sections herein are to be replaced.

By using any of our Site, you agree to the Terms set forth herein. If you do not accept these Terms, you should not access the Site or use any of the services, products, or content provided on or through the Site or Lex Tecnica’s social media channels. Accordingly, you agree to the following:

1. Attorney-Client Representation – You acknowledge and agree that Lex Tecnica does not provide tax, legal, accounting, or other professional advice absent a separate written agreement between you and Lex Tecnica expressly identifying the scope and extent of such representation and/or provisioning of advice, and establishment and agreement of a fee structure, and payment by you to Lex Tecnica of a retainer for the same. There is no retention or representation, no expectation, no fiduciary nor other special relationship without an executed agreement and a retainer. Once you retain Lex Tecnica as legal counsel, regardless of the arrangement, you agree these Terms govern and control not only the relationship but also over any ambiguity or inconsistency between these Terms and your retention letter, and likewise that these Terms apply as of the first date of your first interaction with Lex Tecnica, including before you signed such retainer letter or formal engagement.

2. Conflicts – Lex Tecnica is a legal cooperative with an array of lawyers offering and clients receiving legal services. While we do our best to mitigate known, and direct conflicts, you acknowledge and agree that just because one Lex Tecnica attorney represents you, it does not mean the firm or attorneys in the firm cannot represent your indirect or direct competitor in other past, present, or future matters. Occasionally Lex Tecnica Attorneys may represent adverse clients on the same matter, however, a specific canvas of the conflict implications, and client waiver will be discussed and consented to by all parties prior to any representation begins, to the extent permitted by law and professional rule. You further acknowledge and agree that not all of Lex Tecnica’s clients or parties may, are or will be disclosed. As such, you expressly waive any and all conflicts, except as prohibited by relevant law or professional rule. In the event of a known or subsequently disclosed conflict of interest, you agree to work in good faith with Lex Tecnica to reassign the matter giving rise to the conflict to another attorney at Lex Tecnica if possible, or an outside attorney for the specific conflicting matter, in coordination and with the consent of Lex Tecnica. In any event, when a conflict arises you should and herewith agree to seek the independent advice of a different attorney on the issue of concurrent representation or conflict before waiving the conflict. Given the foregoing, by waiving any such conflict, Lex Tecnica may reasonably assume and rely upon that assumption, that you sought independent legal advice as admonished herein.

3. Outside Counsel – By acknowledging these terms, you understand and agree to maintain independent outside counsel, and consent to Lex Tecnica handing off any matter, but particularly those matters beyond the expertise or capabilities of the lead attorney, such as complex litigation, or a similar formal dispute, or involving a potential or actual conflict, to outside counsel. Except in the event of a conflict, you acknowledge that Lex Tecnica’s attorneys may have a fee sharing arrangement with such outside counsel, which will be explained to you upon request. You further understand and consent that outside associate attorneys may contract with Lex Tecnica, or in-house associate attorneys may be assigned to work on your case under the supervision and representation of your Lex Tecnica attorney, and that these “deputized” attorneys will be paid by Lex Tecnica, and their hours will appear on your invoice for documentation purposes, and at its own hourly rate.

4. Invoicing and Fees – You acknowledge and agree that all fees including the initial retainer, will be paid timely, within fifteen (15) days of receipt of an invoice. The retainer must be paid prior to any attorney-client relationship forming. Late payments will incur a three percent (3%) late fee, and a monthly interest charge until paid. Lex Tecnica reserves the right to suspend service if not timely paid, to include withdrawal of representation on any matter and during any stage of litigation or representation. You acknowledge that pursuant to Nevada Law, your client file and any and all client property under the custody of Lex Tecnica may be retained until full payment of outstanding invoice has been made. All billable hours and equity will be paid at the agreed upon rate, or lower depending on attorney assigned or contracted with (see “Outside Counsel” below). In no case will a higher than agreed hourly fee for specialist attorneys or experts be billed without prior client written consent. Lex Tecnica may also bill for paralegal and other employee time as agreed.

5. Reimbursement of Costs – You agree to reimburse Lex Tecnica for the travel, lodging, and other reasonable expenses incurred by Lex Tecnica, in relation to its representation of you, and to pay such costs and expenses as they arise from time to time, in addition to the hourly rate, equity rate, or salary agreed upon.

6. Payment Processing – You agree to use Lex Tecnica’s payment methods and/or payment portal, as directed by Lex Tecnica from time to time. Such portal may contain additional terms and conditions, and may either receive payment via wire, or other method. You agree to be responsible for convenience, credit card, or other third-party processing fees, at the request of Lex Tecnica. In no event shall the terms and conditions of your payment portal, platform, bank, financer or provider, be imposed on Lex Tecnica, as the terms herein govern and control. Lex Tecnica may accommodate requests to use a third-party payment system or payment facilitation software provided that the requesting party agrees to be responsible for any fees or charges imposed by such third-party payment system or payment facilitation software (a “Payment Portal”). Lex Tecnica’s accommodation of your platform or portal, use of or affixing of a signature to any such Payment Portal, or other terms and conditions introduced by you or a vendor related to a vendor’s, or your third party’s software, statement of work, invoice, purchase order, Payment Portal, or similar instrument, does not constitute an agreement or modify the existing agreement with Lex Tecnica.

7. Disclosure of Representation – You agree to allow Lex Tecnica to disclose that it represents you and to refer to you as a client including on the Site, unless a specific request to remove or remain anonymous is received in writing within ten (10) days of initial representation. You understand and agree that this is to help mitigate client conflicts including those between clients, allow Lex Tecnica to comply with its rules of professional conduct, as may be required in varying degrees throughout the world, and to advertise and expand Lex Tecnica’s reputation of excellence and integrity among a diverse client ecosystem.

8. Indemnity / Insurance – You agree to have your insurance name Lex Tecnica as an additional insured, and provide a waiver of subrogation for the benefit of Lex Tecnica and each of its partners, attorneys, deputies, associates, and employees working for you (“Lex Tecnica Members”) and to indemnify all Lex Tecnica Members, for, from and against any and all claims brought by or against Lex Tecnica, third parties, your insurance, your clients, or others that may have claim against Lex Tecnica Members, and to use your insurance to defend the same as if they were your own employees. You through your insurance or your entity, agree to bear the costs of such indemnification and insurance.

9. Confidentiality – You have been notified of Lex Tecnica’s privacy practices. You covenant and agree that the information and business terms you provide to Lex Tecnica, and any that Lex Tecnica provides to you, are the respective proprietary and confidential information of the discloser and you agree to maintain that information in a confidential and protected manner to ensure that no third party users benefit from your disclosure of such confidential information. Because Lex Tecnica is acting as your in-house attorney, you likewise agree to treat the financial information related to your arrangement with Lex Tecnica confidential and only disclosable by Lex Tecnica.

10. Maintaining Privilege – You acknowledge and agree that once you have retained Lex Tecnica as your counsel and paid the retainer, it will be in your best interest, and the best practice for you to copy Lex Tecnica on all legal questions, contract negotiations, conflicts that could give rise to litigation, or other matters that would best be served with legal counsel present. You understand that failure to include Lex Tecnica counsel on an email or other form of communication could risk the attachment of privilege, and that your failure to do so is not the fault, or error of Lex Tecnica.

11. Equity Sharing – Should you retain Lex Tecnica and the compensation structure include a modified payment or form of equity or ownership interest in your entity, you agree any and all equity transferred to Lex Tecnica or an attorney of Lex Tecnica can be reassigned or transferred at the direction of Lex Tecnica or the applicable attorney. Similarly, you agree that Lex Tecnica, at its option, can convert any amounts owed for unpaid or discounted bills into equity ownership based upon the value at the time of the original representation, if agreed. In the event you provide Lex Tecnica equity or ownership interest, you may offer to buy back or Lex Tecnica may require the repurchase of such ownership interest or equity from Lex Tecnica, at the then fair market rate, at the discretion of Lex Tecnica (a “Buy Out”). A Buy Out is designed to ensure that Lex Tecnica is able to capitalize on the equity ownership interest it has obtained in your business at any time prior to your business having an exit (e.g. a merger, acquisition, or major financing, or public offering) as this likely means that Lex Tecnica will be sacrificing potential upside or higher value for liquidity now.

12. CONTINGENCY FEES. IF YOU HAVE A CONTINGENCY FEE ARRANGEMENT WITH US, AS EXPLAINED, DISCUSSED, AND AGREED TO IN OUR RETAINER AGREEMENT, YOU ACKNOWLEDGE, COVENANT, AND AGREE THAT EVEN THOUGH IN CERTAIN CIRCUMSTANCES OUR FEE MAY BE SPECULATIVE AND CONTINGENT, YOU MAY BE RESPONSIBLE TO PAY OTHER PARTY’S ATTORNEY FEES, COSTS, AND EXPENSES, ESPECIALLY IF YOU LOSE. YOU MAY ALSO BE REQUIRED TO PAY OUR FEES IF YOU FAIL TO MAKE PAYMENTS OR YOU DECIDE TO SETTLE BEFORE ANY DAMAGES FEE IS AWARDED BY A COURT OR AGREED TO IN A SETTLEMENT AGREEMENT. ALTHOUGH WE HOPE THAT IS UNLIKELY, WE ARE REQUIRED TO DISCLOSE THIS RISK TO YOU PER THE RULES OF PROFESSIONAL CONDUCT AND APPLICABLE LAW. YOU AGREE WE HAVE DISCUSSED THIS, ANSWERED YOUR QUESTIONS, AND ENCOURAGED YOU TO TALK TO ANOTHER ATTORNEY SO YOU MAY PROVIDE INFORMED CONSENT FOR THIS ARRANGEMENT, AND TO ENSURE YOU HAVE BEEN GIVEN ANSWERS TO ANY QUESTIONS OR CONCERNS SO THERE ARE NO AMBIGUITIES OR DISPUTES BETWEEN US. YOU ACKNOWLEDGE, COVENANT AND AGREE THAT OUR HOURLY RATE IS UP TO AND MAY EXCEED $850 AN HOUR. HOWEVER, WE MAY AGREE TO A MODIFIED RATE AS SET FORTH IN THE RETAINER AGREEMENT, WITH A CONTINGENCY FEE. YOU FURTHER UNDERSTAND, COVENANT AND AGREE THAT IF YOU FAIL TO TIMELY PAY OUR MODIFIED HOURLY RATE, THEN OUR STANDARD HOURLY RATE WILL APPLY TO ALL TIME BILLED IN YOUR MATTER. IN SUCH A CASE, ANY AMOUNTS WE RECOVER WILL FIRST BE USED TO PAY FOR OUR COSTS AND ATTORNEY FEES, AT EACH ATTORNEYS APPLICABLE, STANDARD RATE. AFTER THOSE AMOUNTS HAVE BEEN PAID, WE WILL THEN DEDUCT OUR CONTINGENCY FEE, AND YOU WILL BE PROVIDED THE REMAINDER OF ANY DAMAGES AWARD OR SETTLEMENT AMOUNT. ADDITIONALLY, YOU UNDERSTAND, COVENANT AND AGREE, THAT ANY SEPARATE AWARD OF OR SETTLEMENT FOR ATTORNEYS’ FEES WILL BE ALLOCATED SOLELY TO COVER OUR ATTORNEYS’ FEES, LESS ANY MONIES YOU HAVE PAID TO US FOR OUR SERVICES, AND THAT THE CONTINGENCY FEE WILL ONLY APPLY TO ANY FORM OF DAMAGE AWARD AGREED TO IN A SETTLEMENT AGREEMENT OR AWARDED BY A COURT, INCLUDING BUT NOT LIMITED COMPENSATORY, PUNITIVE, EXEMPLARY, OR TREBLED DAMAGES. EVEN IF YOU ARE ON A CONTINGENCY OR A MODIFIED RATE, YOU AGREE TO TIMELY AND PROMPTLY PAY OUR FEES AND ANY REQUIRED RETAINER AS REQUIRED BY OUR GENERAL TERMS. IN THE RARE OCCURRENCE NO MODIFIED RATE IS REQUIRED, AS EXPLAINED, DISCUSSED, AND PREVIOUSLY AGREED TO IN A RETAINER LETTER, YOU WILL NOT BE RESPONSIBLE FOR OUR FEES AND COSTS UNLESS WE WIN BY SETTLEMENT, TRIAL, OR APPEAL. IN THAT CASE, FOR YOUR BENEFIT, YOU AGREE WE WILL IMMEDIATELY DEDUCT OUR COSTS, THEN CALCULATE THE NET CONTINGENCY FEE TO BE PAID TO US, FROM YOUR RECOVERY AND THEN PAY YOU, PROVIDED, IF YOU AGREE TO A SEPARATE AWARD OR SETTLEMENT AGREEMENT FOR ATTORNEYS’ FEES AND COSTS, THAT WILL BE FIRST USED TO COVER OUR COSTS AND FEES, BUT SUCH MONIES WILL NOT BE USED TO COVER ANY DAMAGES PAYMENT TO YOU OR TO CALCULATE ANY CONTINGENCY FEE OWED TO US FROM A DAMAGES AWARD, IF ANY. YOU UNDERSTAND, COVENANT, AND AGREE THAT IN THE EVENT OF A SETTLEMENT AT OR BELOW OUR COSTS AND FEES, THE CONTINGENCY FEE WILL NOT BE CALCULATED UNTIL AFTER OUR FEES AND COSTS ARE COVERED, AND YOU WILL NOT BE ENTITLED TO ANY RECOVERY OR PAYMENT FROM THE SETTLEMENT UNTIL OUR COSTS AND FEES ARE COVERED, AT OUR STANDARD RATE THAT MAY EXCEED $850 AN HOUR.

13. Client Ecosystem Collaborations – Lex Tecnica is a technology empowered, legal ecosystem. All Clients will be identified on the Site so that other members know who is available within the system to interact with. It is paramount to the ecosystem that each member may connect and collaborate with the other members in the system. You hereby authorize Lex Tecnica to introduce you to other Lex Tecnica clients, for the purpose of business development, synergies, and or collaborative benefit. You further will issue a limited use license unto Lex Tecnica for the use of logo, name, trademark or other identifying symbols, data, and likeness for purposes of Lex Tecnica’s bona-fides, collaboration, ecosystem and advertisement.

14. Company Email – If you hire Lex Tecnica as your digital in-house or fractional general counsel, you agree to provide each of the Lex Tecnica attorneys working for you with a company email address. You likewise agree to provide Lex Tecnica with a general “Legal@” email address utilizing your specific company domain name. This will ensure that Lex Tecnica is able to communicate with others as your in-house attorney and maintain the proper legitimately authorized and representative relationship with your entity and Lex Tecnica.

15. Limited License – Lex Tecnica grants you a limited license to access and make personal use of the Site, subject to your compliance with these Terms. You agree to use the Site only for lawful purposes and to comply with all local, state, and federal laws, statutes, rules, and regulations. You agree not to take any action that might compromise the security of the Site or render the Site inaccessible to others or otherwise cause damage to the Site or its contents. You agree not to use the Site in any manner that might interfere with the rights or privacy of others.

16. Prohibited Uses – You may not use the Site to (a) attempt to or actually disrupt, impair, interfere with, alter, or modify any data, information, software applications, or other materials posted and/or displayed by Lex Tecnica or anyone else; or (b) collect or attempt to collect any information from others, including, without limitation, personally identifying information; or (c) attempt to or actually disrupt, impair, interfere with, alter, or modify any data, information, software applications, or other materials posted and/or displayed on another website.

17. Social Media Policy – Lex Tecnica may communicate regularly through several social media channels, including Facebook, Twitter, LinkedIn and Instagram. Each of these platforms has its own usage and privacy policies. We reserve the right to remove content that contains abusive, vulgar, offensive, racist or harassing comments. We will also remove content containing personal attacks. All posted content will be subject to review by a Lex Tecnica agent. Moderating of comments will typically occur during normal business hours.

18. Security Violations – You are prohibited from violating or attempting to violate the security of the Site, or our technology and information systems including, without limitation, (a) accessing data or information not intended for you; (b) accessing an account that you are not authorized to access; (c) probing, scanning, or testing the vulnerability of the Site, or breaching any security or authentication measures, regardless of your motives or intent; or (d) interfering with or disrupting the Site. Violations of the security of the Site may result in civil or criminal liability. Lex Tecnica retains the right to investigate occurrences that may involve such violations, and Lex Tecnica may assist law enforcement authorities in the prosecution of such violations.

19. Intellectual Property – You acknowledge that Lex Tecnica, or its licensors, own and hold all intellectual property and proprietary rights, title, and interest in the Site and that your use of the same does not transfer any rights in the same to you. Unauthorized use of Content may violate applicable copyright, intellectual property, and other laws (some of which provide criminal remedies). You may not sell or modify the Content or reproduce, display, distribute, share, transfer, copy, or create derivative works from any Content on the Site.

20. Feedback-Review Property – Any of your questions, comments, or suggestions for improvements regarding the Site that you email, post, or otherwise transmit to Lex Tecnica (your “Communications”) will become the property of Lex Tecnica. You hereby relinquish and assign to Lex Tecnica the worldwide royalty-free right and title to run, use, re-use, implement, copy, display, and create derivative works from those Communications for any purpose, including any ideas, concepts, know-how, or techniques contained in your Communications.

21. Links to Other Sites – Lex Tecnica may not have reviewed all the sites linked to its Site and is not responsible for the content of any such linked sites. The inclusion of any link does not imply endorsement by Lex Tecnica of any linked sites. Use of any linked sites is at the user’s own risk.

22. Mediation / Dispute – No Right to Litigation –  Lex Tecnica seeks to secure positive interaction with all its clients and resolve conflicts or disputes as rapidly as possible. In the event of a dispute between you and Lex Tecnica or a Lex Tecnica Member, prior to filing any formal complaint, suit or counterclaims, including with a legal Bar or rating organization, you agree to give Lex Tecnica written notice of your grievance to see if Lex Tecnica may resolve your concerns without third party intervention or publicity of the dispute. This will be the best way to preserve privilege and the most efficient way to obtain resolution. You also agree to Mediate any and all disputes in a manner that results in a final settlement proposal from a mediator. The term “Mediate” means you and Lex Tecnica will actively participate in a mediation with a paid mediator, prepare at least one brief for the mediator, and engage in a mediation that lasts for at least seven (7) hours combined (“Mediation”) with offers and counter-offers regarding resolution. The mediator for the Mediation will be selected as follows: Lex Tecnica will identify three (3) experienced mediators and you will choose your preferred mediator from the three (3) mediators identified by Lex Tecnica. The parties will share the costs of the mediator. Your failure to seek or engage in Mediation prior to filing any form of complaint, claim, or litigation means you agree Lex Tecnica may secure dismissal of your complaint, claim or litigation, including via a motion to dismiss, and that you will be responsible for any and all attorneys’ fees incurred by Lex Tecnica or any Lex Tecnica Member in securing such a dismissal, or incurred during the course of the litigation or proceedings. You also expressly covenant and agree, even if our relationship is terminated, that Lex Tecnica may seek and obtain a preliminary injunction or preliminary dismissal without prejudice of your claims so the parties can proceed with the Mediation. Only after a full Mediation may you bring a case against Lex Tecnica. You agree to pay Lex Tecnica’s attorneys’ fees and costs incurred in enforcing this right to mediation prior to litigation, including all costs incurred related to any and all pleadings. Again, to be clear, you agree to waive any and all claims until after Mediation as defined herein.

23. Waiver of Class Action Rights and/or Claims – After Mediation, if no settlement is reached, you agree that to the extent you have or believe that you have any claims against Lex Tecnica relating to our services, or your use or our provision of the Site or Content, you will bring those claims in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Unless both you and Lex Tecnica agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative class proceeding.

24. Use Outside the United States – If you are located outside the United States, you acknowledge that the personal information that you provide to us is being transferred to, stored, processed, and accessed in the United States via third party vendors in the United States with their own safety, security, and regulatory obligations and protocols. When you submit any personal information to us, you consent to this transfer and all related transfers (e.g., payment processors, data hosting and storage providers, data analytics service providers, bar admission authorities, and testing-administration agencies) and you agree not to make any transfer except as permitted by applicable local law in your location. We make no representations that the Site, its Content, or any services provided on the Site are appropriate or available for use outside the United States. If you are using the Site from outside the United States, you release Lex Tecnica from any and all related claims, demands, and damages (actual, consequential, direct, and indirect) arising out of or connected with any violation of applicable local law in your location, and expressly acknowledge and agree that neither Lex Vest nor Lex Tecnica is a processor or sub-processor of your data, and does not transmit, receive, store, manage, manipulate, touch, or access your proprietary data.

25. Client Data – You agree you are responsible for your own data, in any form, and that neither Lex Tecnica nor Lex Vest is a cloud provider, data center, or other archival system, but instead may rely upon third party service providers to maintain any and all of your data. Lex Tecnica does not require access to any confidential or private information of individuals, or confidential or private data, if any (e.g. personal identifiable information, end user information, or end customer information). Any and all individuals or entities benefiting from Lex Tecnica acknowledge that Lex Tecnica is not a controller, processor or sub-processor, hosting provider or data provider as those terms or similar terms may be interpreted by applicable law. Lex Tecnica covenants not to attempt to logically or digitally access, manage, maintain, or process any information on your equipment and you covenant not to provide Lex Tecnica with access to such information without the prior written consent of Lex Tecnica.

26. Email – You agree to receive email from Lex Tecnica from time to time about new services, specials, announcements, products, or changes.

27. Waiver – Failure to insist on strict performance of any of these Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver by Lex Tecnica of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

28. Choice of Law and Choice of Forum – After Mediation, any claim, action, or proceeding arising out of these Terms or your use of this Site or Content shall be governed by and construed in accordance with the laws of the United States and the State of Nevada, without regard to principles of conflict of laws. Any claim, action, or proceeding related to the Terms or your use of the Site will be resolved exclusively in the state or federal courts located in the State of Nevada, and you consent to the jurisdiction of those courts.

29. Entire Agreement – These Terms constitute a legal agreement between you and Lex Tecnica and govern your use of the Site and completely replace and supersede any prior agreements between you and Lex Tecnica, whether written or oral, in relation to the Site.

30. Severability – If any provision of these Terms is determined to be unlawful, void, or unenforceable for any reason by a proper legal authority, then that provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

31. Portal – You acknowledge that Lex Tecnica may provide you with access to an online account portal (a “Client Portal”). In the event you utilize the Client Portal, you agree that the terms of the applicable master agreement between you and Lex Tecnica apply.

32. Mission Critical Vendor Status – To preserve continuity of service even in the event of voluntary or involuntary bankruptcy, force majeure, or any catastrophic event, all users acknowledge and agree that Lex Tecnica is a critical vendor for those using its services. By using or entering into an agreement with Lex Tecnica for its services, you acknowledge, covenant and agree that Lex Tecnica’s services are both unique and essential to your operations. In the event of bankruptcy, and only if Lex Tecnica is not operating as your in-house counsel, you herewith agree to designate Lex Tecnica as a critical vendor, that all payments prior to bankruptcy are essential, and not preferential or subject to claw back, and to file a motion to expressly identify Lex Tecnica as a critical vendor under federal insolvency or bankruptcy law.

33. Informed Consent – You agree that you have been given an opportunity to have a third-party attorney(s) review and explain this to you, so you might be fully informed and provide consent. You were given an opportunity to ask questions and gave and hereby give your informed consent to all the terms contained herein.

34. Violations – YOU AGREE THAT ACTUAL, INDIRECT OR ATTEMPTED VIOLATIONS OF THESE TERMS (EACH, A “VIOLATION”) MAY RESULT IN FINES, SUSPENSION OR TERMINATION OF YOUR RELATIONSHIP TO LEX TECNICA ITS SOLE ELECTION.

35. Interpretations – The word “including” shall be read as “including without limitation”. Because these terms may be negotiated, and you have been given an opportunity to review these terms with independent counsel, you agree that any ambiguity in these Terms will not be construed against Lex Tecnica, or for the benefit of either party.

36. Binding Modification – You agree Lex Tecnica may modify these Terms from time to time to ensure universal application to Lex Tecnica clients, and you herewith agree to be bound by the then current Terms, as may be modified.These are universally applicable terms. Should you have any questions or concerns regarding these terms, or wish to negotiate these terms, please contact your Lex Tecnica representative. These terms may not be amended and must be expressly identified as negotiated in retainer agreement documents for any such negotiated modification to be binding.