LEX TECNICA GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (“Terms”) govern your receipt of legal services from and use of the website 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, LC, 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:
- 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.
- 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 cannot represent your indirect or direct competitor in other matters past, present, or future. 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 that you sought independent legal advice as admonished herein.
- 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.
- 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 five (5%) percent late penalty, and a monthly one percent (1%) 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.
- 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.
- 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.
- 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 require in varying degrees throughout the world, and to advertise and expand Lex Tecnica’s reputation of excellence and integrity among a diverse client ecosystem.
- 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.
- 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 disclosure and you agree to maintain that information in a confidential and protected manner to ensure that no third party uses, benefits 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.
- 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.
- In-House Status – Lex Tecnica was founded to serve as virtual in-house counsel, also known as a fractional general counsel with a reduced rate in exchange for equity. All hourly rate discounts and equity arrangements are designed to build stronger relationships of trust, alignment of interest, and avoid you asking whether your attorney is more focused on billing or winning. By electing an In-House payment plan with Lex Tecnica, your organization can gain access to a whole team of synergistic attorneys offering full-spectrum service.
- 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.
- 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 authorized 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, eco-system and advertisement.
- Company Email – By hiring 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 counter claims, 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.
- 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.
- 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.
- Client Data – You agree you are responsible for your own data, in any form, and that neither Lex Tecnica nor Lex Vest is not 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.
- Email – You agree to receive email from Lex Tecnica from time to time about new services, specials, announcements, products, or changes.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- Informed Consent – You agree that you have been given an opportunity to have a third-party attorney(s) review and explain this to you, were given an opportunity to ask questions, and gave and hereby give your informed consent to all of the terms contained herein.
- Violations – YOU AGREE THAT ACTUAL, INDIRECT OR ATTEMPTED VIOLATIONS OF THESE TERMS (EACH, A “VIOLATION”) MAY RESULT IN FINES, SUSPENSION OR TERMINATION OF ACCESS, RELATIONSHIP TO LEX TECNICA ITS SOLE ELECTION.
- 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.
- 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.
LEX VEST RELATIONSHIP AND TERMS
- Conditional Terms – The following additional Terms apply in the event your entity seeks or obtains a Loan (defined below) from Lex Vest, a client of Lex Tecnica. These terms govern and control over any representations, warrants, statements, agreements, or any form of arrangement between you and Lex Tecnica. You acknowledge, agree to, and covenant to abide by these terms, even in the event of litigation between you and Lex Tecnica, or Lex Vest or any of Lex Tecnica’s other clients, subject to the Mediation obligation above.
- Lex Vest Financial Arrangements – Lex Tecnica recognizes that in today’s turbulent markets, it is difficult to secure financing or traditional loans, especially for small businesses and start-ups. Although asked regularly, Lex Tecnica does not provide loans or any type of financial investment to its clients. Rather, Lex Tecnica represents an entity known as Lex Vest, LC, a Nevada limited liability company, with funds from private accredited investors. Lex Vest provides alternative financing for start-ups and small businesses particularly in the field of technology, real-estate, telecom, power and other innovative fields. Lex Vest provides these funds on a case by case basis, via angel investment, hard money loans and other types of alternative financing (collectively, a “Loan”). Regardless of the type of arrangement of financing Lex Vest provides to your entity, even if it is called an angel investment, investment, or other type of financial arrangement, the provision of funds or “funding” of your business by Lex Vest is a “Loan” for which Lex Vest will seek collateral and rely upon your verbal and written representations for an anticipated return.
- Collateral for Lex Vest Loan – Depending on the nature of the risk of your business and nature of the Loan, a Lex Vest Loan generally requires at least 2 to 7 times collateral (or more) to secure such a short term loan.
- No Attorney-Client Privilege – If you are seeking or have obtained a Loan through Lex Vest, it does not create an attorney-client relationship with Lex Tecnica or with Lex Vest. Rather the opposite is true, Lex Tecnica’s duty and loyalty is to Lex Vest over any relationship with you. This prevailing relationship is true regardless of your expectation, or any verbal or written representations to the contrary by Lex Tecnica, or any of its principals or attorneys, employees or officers or Lex Tecnica Members, or investors in Lex Vest.
- Representation of Lex Vest Only – Lex Tecnica does not represent you personally. If Lex Vest has provided a Loan, Lex Tecnica does not represent you or your entity. If Lex Tecnica agrees to provide legal representation to protect Lex Vest’s investment through the Loan, after you have received any form of Loan or financing from Lex Vest, you expressly acknowledge an agree that Lex Tecnica is not your counsel, but rather Lex Tecnica is representing Lex Vest and protecting financial investment made via a loan or for of financing to you. This is true even if Lex Tecnica is appointed as your in-house counsel, as such appointment is for the preservation of Lex Vest’s Loan. In such a scenario, where Lex Vest has made a loan or hard money extension of credit, Lex Tecnica will continue to represent its duties to Lex Vest and other existing clients on the LexTecnica.com website before and above any duty to you – and Lex Tecnica’s representation will be confined to that limited scope and purpose.
- Limited Scope, Special Conditions for Legal Representation. Lex Tecnica expressly puts you on notice THAT LEX TECNICA REPRESENTS LEX VEST, AND OWES A PRIMARY AND PLENARY DUTY TO LEX VEST. LEXT TECNICA ONLY REPRESENTS ENTITIES, AND DOES NOT REPRESENT INDIVIDUALS, AND DOES NOT REPRESENT OFFICERS, FOUNDERS, MANAGERS, OR EMPLOYEES OF ITS ORGANIZATIONAL CLIENTS. MOREOVER, LEX TECNICA, DOES NOT REPRESENT YOU OR ANY ENTITY THAT HAS OBTAINED A LOAN OR FINANCING AGREEMENT FROM LEX VEST, EVEN IF LEX TECNICA EXTENDS YOU AN OFFER LETTER, UNLESS AND UNTIL YOU ENTER IN TO A JOINT DEFENSE AGREEMENT WITH LEX TECNICA, OR THE FOLLOWING CONDITIONS ARE MET: (I) Lex Vest expressly waives the conflict in writing; (ii) you have an attorney representing you and you agree to waive all conflict between Lex Tecnica and you and acknowledge that Lex Tecnica’s duties to Lex Vest will be above any duty to you or your entity; (iii) Lex Tecnica obtains a final representation letter with a properly organized entity; (iv) Lex Tecnica obtains a logo that can be used on the WWW.LexTecnica.com website to highlight and promote the representation for the purpose of clearing conflicts and enhancing the Lex Tecnica client ecosystem; (v) Lex Tecnica obtains a paid retainer of at least $10,000; (vi) Lex Tecnica obtains at least one in-house email address with your entity’s email address for the attorney conducting legal activity; and (vii) you expressly acknowledge and agree to keep your own counsel given the potential for any form of conflict. again, you understand that if you have taken a loan from lex vest that Lex Tecnica’s representation of the matter is solely to protect and enhance the return of Lex Vest’s Loan to you. any privilege between you and lex tecnica is a joint defense privilege only. You expressly acknowledge, covenant, and agree, that unless and until these conditions are met no privilege applies, and even if they are met, the priviledge is only a joint-defense privilege, and Lex Tecnica owes you no legal duty, or professional duty, and is merely representing Lex Vest and the loan Lex Vest has made in your entity, and as such, all of Lex Tecnica’s legal actions are in that limited capacity. lex vest does not provide legal advice. and lex tecnica does not provide legal advice to those entities to whom lex vest has provided a loan. You also expressly aknowledge, covenant and agree that Lex Tecnica, acting as counsel for Lex Vest, may and if you breach your Loan lex tecnica will, seize any and all collateral set forth in the Loan. Once such collateral is seized, Lex TECNICA will continue to have an attorney-client relationship with Lex Vest, not with you or your entity.
- None or Limited Joint-Defense Privilege – In the event of a Loan, Lex Tecnica’s service as in-house counsel does not create an attorney-client relationship with you beyond that limited capacity of joint defense, if all conditions above are met, and then only for the protecting and defending the Loan Lex Vest has made. Consequently, you understand, acknowledge, covenant, and agree, that you should always have your own counsel. Your former or existing attorney-client relationships at the time of a Lex Vest loan or at the time Lex Tecnica assumes defense of a matter to protect against or to reinforce the seizure of your collateral are not terminated simply because Lex Tecnica assumes defense of a matter to defend an investment by Lex Vest, even if a letter of representation is signed between you and Lex Tecnica. Lex Vest has the sole, exclusive and absolute right to waive any claim to Joint-Defense privilege if you breach your Loan agreement with Lex Vest, or bring a claim, complaint, or cause of action against Lex Vest.
- Claims. If you bring a claim against Lex Vest, you acknowledge, covenant and agree to seek Mediation first, and expressly covenant and agree not to bring any claim against Lex Tecnica or any Lex Tecnica Member. You agree Lex Tecnica may seek an immediate dismissal with prejudice of any claims you bring against Lex Tecnica or the Lex Tecnica Members as inconsistent with these Terms, and you likewise consent that Lex Tecnica and Lex Tecinca Members may seek and agree the Court should grant an immediate and prompt dismissal with prejudice, of Lex Tecnica and any Lex Tecnica Members. You likewise covenant and agree to cover any and all expenses, costs and attorneys’ fees incurred by Lex Tecnica or the Lex Tecnica Members in enforcing these Terms and securing such a dismissal. Should you seek to bring claims against Lex Tecnica or the Lex Tecnica Members, you agree that no litigation privilege applies, and Lex Tecnica may bring defamation claims against you or your entity for slander or libel as these Terms clearly delineate the relationship between Lex Tecnica and Lex Vest.
- Limitation of Liability – You covenant and agree that Lex Vest is not liable for incidental, special, punitive, indirect, or consequential damages including under the theory of contract, tort (including negligence) strict liability, or otherwise. In no event will Lex Tecnica’s aggregate liability arising from or related to any Loan or agreement, under any theory of liability, exceed the lesser of $10,000 or 10% of the Loan amounts provided to you.
- Indemnification – You acknowledge and agree to Indemnify Lex Vest for, from and against, any and all claims brought by or against Lex Vest and to name Lex Vest as an additional insured on all insurance policies.
- Conflict; Breach; Seizure of Collateral – In the event of a conflict, including a scenario where Lex Vest or Lex Tecnica declares breach, seizes any or all of the collateral, or sues you or your entity including but not limited to your breach and/or defense of the seizure of the collateral, even if an attorney client relationship existed at that time, such relationship is deemed immediately terminated. Although there may be joint defense privileged related to Lex Tecnica’s activities in defense of the Lex Vest loan or investment made to your business, the protections afforded by joint-defense privilege may only be waived by Lex Vest, in their sole discretion. Likewise, the joint defense and/or limited attorney-client privilege related to Lex Vest’s loan to you maybe be terminated immediately – with or without formal notice in the event of such a conflict, in Lex Vest’s sole and absolute discretion.
- Agreement and Ongoing Binding Acceptance – By accepting any Loan from Lex Vest, you agree to abide by and comply with the then current version of these terms, which terms may be modified by Lex Vest from time to time, without notice, to reflect the needs of the legal services landscape, law, regulation, rule or policy. These terms are incorporated by reference into any arrangement between you and Lex Vest, and/or Lex Tecnica and/or any Loan you might have with Lex Vest and these conditional and additional Terms, govern and control over any inconsistent terms, and any conflict between the two shall be interpreted to the benefit and protection of Lex Vest and Lex Tecnica, and against any allegation that Lex Tecnica represents you or your entity.
These are universally applicable terms to all recipients of a Lex Vest Loan. Should you have any questions or concerns regarding these terms, or wish to negotiate these terms, please contact the Lex Vest representative you are engaged with and do NOT sign any Loan or related agreements without expressly identifying the terms that you wish to negotiate. Such terms must be expressly identified as negotiated in your Lex Vest Loan documents for any such negotiated modification to be binding.