Updated April 4, 2024

‍BY CLICKING ON THE “ACCEPT” BUTTON OR ACCESSING OR OTHERWISE USING THE PLATFORM SERVICES AND/OR THE SITE, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ENTER INTO AND BIND YOURSELF TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGE AND AGREE THAT ALL SUCH USE BY YOU IS SUBJECT TO SUCH TERMS AND CONDITIONS. 

Our Privacy Policy is incorporated herein by reference and each of which may be updated from time to time without notice to you. If you do not agree to these terms or are not authorized to bind yourself, do not click the “Accept” button and you are not permitted to use the Site or the Platform Services. All other uses of the Site or the Platform Services are prohibited.

‍1. HeyCounsel

‍HeyCounsel is a platform solution for startups and early stage businesses to find and hire legal advisors. HeyCounsel offers a range of services through www.heycounsel.com (the “Site”) and other internet applications (the “Applications”), collectively referred to as the “Platform Services”. These services include: (i) connecting startups and early stage businesses (the “ Potential Clients”) with, lawyers (the “Legal Advisors”) to provide strategic legal advisory services and legal consulting services, (ii) connecting lawyers with businesses who need strategic legal advisory services and legal consulting, (iii) providing support to lawyers in the form of access to training resources, discounted or free research tools, workflow management tools, among other support services.

HeyCounsel is not a staffing firm or a law firm. HeyCounsel offers Potential Clients access to a broad pool of legal talent and services via the Site. The Legal Advisors that HeyCounsel connects Potential Clients with through the Site are legal professionals who may perform legal services (the “Legal Services”) for Potential Client. They operate independently from HeyCounsel and are not employees, consultants, or agents of HeyCounsel. Though an attorney-client relationship between Potential Client and a Legal Advisor may be formed through the use of the Platform Services, such use does not automatically form such a relationship between Potential Client and any Legal Advisor. HeyCounsel helps Potential Clients connect with Legal Advisors, but HeyCounsel will never provide legal advice or legal analysis to Potential Client. While some members of HeyCounsel’s staff are lawyers, they are not practicing law at HeyCounsel and cannot render any legal services to Potential Client. No attorney-client relationship will ever be created between Potential Client and HeyCounsel. Though all Potential Client communications with HeyCounsel are protected by HeyCounsel’s Privacy Policy and incorporated herein by reference, they are not attorney work-product and are not protected under any privilege (including attorney-client privilege). HeyCounsel is not a lawyer referral service. Potential Client acknowledges and agrees that HeyCounsel does not select, endorse, or recommend any individual Legal Advisor for any specific legal request. CLIENTS ARE RESPONSIBLE FOR INTERVIEWING AND VETTING LEGAL ADVISORS, INCLUDING BACKGROUND CHECKS, IF PREFERRED. 

‍2. Platform Services

In connection with using the Platform Services, Potential Client understand:

Eligibility. 

Potential Clients. Potential Client represents and warrants that Potential Client is fully authorized to enter into this Agreement. If Potential Client is representing a larger business entity (the "Entity"), Potential Client also represents and warrants that Potential Client is fully authorized to enter into this Agreement on behalf of the Entity. HeyCounsel may, in our sole discretion, refuse to offer the Platform Services to any person or Entity and change our eligibility criteria at any time. Potential Client is solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to Potential Client and the right to access the Platform Services is revoked where this Agreement or use of the Platform Services is prohibited or to the extent that offering, sale or provision of the Platform Services conflicts with any applicable law, rule or regulation. The Platform Services are offered only for Potential Client’s use, and not for the use or benefit of any third party unrelated to Potential Client or Potential Client’s Entity.

Legal Advisors. Legal Advisor represents and warrants that they are fully authorized to enter into this Agreement. HeyCounsel may, in our sole discretion, refuse to offer the Platform Services to any person and change our eligibility criteria at any time. Legal Advisor is solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to Legal Advisor and the right to access the Platform Services is revoked where this Agreement or use of the Platform Services is prohibited or to the extent that offering, sale or provision of the Platform Services conflicts with any applicable law, rule or regulation. The Platform Services are offered only for Legal Advisor’s use, and not for the use or benefit of any third party unrelated to Legal Advisor.

‍Registration. To use the Platform Services, Potential Client must register for, or authorize HeyCounsel to create for Potential Client, an account on the Platform Services (an “Account”). Potential Client must provide accurate and complete information and keep Potential Client’s Account information updated. Potential Client is solely responsible for the activity that occurs on Potential Client’s Account, including keeping the Account password secure. Potential Client must notify HeyCounsel immediately of any breach of security or unauthorized use of Potential Client’s Account. Potential Client shall have the ability to delete its Account, either directly or through a request made to a HeyCounsel representative.

‍Platform Services. Following the registration or creation of an Account for Potential Client, the process for Potential Client to access Legal Services is:Potential Client will submit a form that collects very high level information related to their legal needs. Relevant lawyers will be notified and will be allowed to contact Potential Client to schedule a consultation and, potentially, propose their services to client (“Proposal”).Ultimately, Potential Client is responsible for choosing its own legal professional for the Legal Services, whether through HeyCounsel or elsewhere. If Potential Client chooses to engage a Legal Advisor for the Legal Services, Potential Client will accept the Legal Advisor’s proposal via the Platform Services. The terms of the Legal Advisor’s engagement, including the Rate and billing terms, will be as set forth in the final agreements signed between the Potential Client and the Legal Advisor. The Legal Advisor engaged by Potential Client may also elect to provide Potential Client with a separate engagement letter pertaining to Legal Services provided to Potential Client.For any Legal Advisor hired by Potential Client through the Site, Potential Client and Legal Advisor may use any project management and communication tools available to Potential Client and Legal Advisor through the Site and will otherwise work directly to complete the Legal Services.

‍Right of Refusal. HeyCounsel may not be able to provide the Platform Services for every potential customer. HeyCounsel reserves the right, in its sole discretion, not to provide Platform Services for any customer or legal matter.

‍3. [Reserved]
4. [Reserved]

5. Content

Potential Client Content. All information and content submitted to the Platform Services by Potential Client (collectively “Potential Client Content”) is the sole responsibility of Potential Client. Potential Client agrees that it will not under any circumstances transmit any Potential Client Content that (i) is unlawful or promotes unlawful activities; (ii) defames, harasses, abuses, threatens or incites violence toward any individual or group; (iii) is pornographic, discriminatory or otherwise victimizes or intimidates any individual group on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; (iv) is spam, constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation or any form of lottery or gambling; (v) contains or installs any viruses, worms, malware, trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; (vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights; (vii) impersonates any person or entity, including any employee or representative of HeyCounsel; or (viii) violates the privacy of any third party. If any of such Potential Client Content is subpoenaed, HeyCounsel shall give Potential Client prior notice in order for Potential Client to be able to contest such subpoena order.

‍HeyCounsel Content. The Platform Services may contain content specifically provided by HeyCounsel or HeyCounsel’s partners (“HeyCounsel Content”) and such HeyCounsel Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Potential Client shall abide by and maintain all copyright notices, information, and restrictions contained in any HeyCounsel Content accessed through the Platform Services. Subject to this Agreement, HeyCounsel grants each user of the Platform Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) HeyCounsel Content solely for purposes of using the Platform Services. Use, reproduction, modification, distribution or storage of any HeyCounsel Content for purposes other than using the Platform Services is expressly prohibited without prior written permission from HeyCounsel.

‍6. TerminationEither party may terminate this Agreement for convenience at any time upon thirty (30) days’ written notice. Either party may terminate this Agreement for cause at any time upon thirty (30) days’ written notice.Any termination of this Agreement has no effect on the provision of currently effective Legal Services between Potential Client and any Legal Advisor or the attorney-client relationship between Potential Client and any Legal Advisor. Further, such a termination would not affect Potential Client’s access to or ownership of any attorney-client communications between Potential Client and any Legal Advisor or documents created for Potential Client by any Legal Advisor.Any fees paid hereunder are non-refundable. Potential Client remains obligated to pay any fees accrued but not yet paid at the time of termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, payment obligations, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

‍7. Representations and Warranties Each of HeyCounsel and Potential Client represents and warrants that it is fully authorized to enter into this Agreement.  Potential Client is solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to Potential Client. The right to access the Platform Services is revoked where this Agreement or use of the Platform Services is prohibited or to the extent that offering, sale or provision of the Platform Services conflicts with any applicable law, rule or regulation. The Platform Services are offered only for Potential Client’s use, and not for the use or benefit of any third party unrelated to Potential Client.

‍8. Warranty Disclaimer Potential Client releases HeyCounsel from all liability from having acquired or not acquired the Platform Services or Legal Services. Potential Client releases HeyCounsel from all liability arising from any claims regarding Potential Client’s relationship with any Legal Advisor and the Legal Services Potential Client obtains from any Legal Advisor, including but not limited to any and all malpractice claims. HeyCounsel make no representations concerning any aspect of Legal Services provided by any Legal Advisor. EXCEPT AS EXPRESSLY SET FORTH IN SECTION VII OF THIS AGREEMENT, THE PLATFORM SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. HEYCOUNSEL, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (1) THE PLATFORM SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (2) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (3) ANY CONTENT AVAILABLE AT OR THROUGH THE PLATFORM SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (4) THE RESULTS OF USING THE PLATFORM SERVICES WILL MEET CLIENT’S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. CLIENT’S USE OF THE PLATFORM SERVICES IS SOLELY AT CLIENT’S OWN RISK.

‍9. Indemnification You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Platform Services, Legal Services, Content, or otherwise from your User Content, or violation of this Agreement, provided that any indemnity in this Section with regard to Legal Services excludes any aspect of the Legal Services that HeyCounsel does not and cannot access, including but not limited to privileged communications between you and your Participating Platform Lawyer. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

‍10. Limitation of Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE PLATFORM SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PRECEDING SIX (6) MONTH PERIOD.

‍11. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. Potential Client agrees that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of San Francisco, CA.

‍12. Modification We reserve the right, in our sole discretion, to modify or replace any of this Agreement, or change, suspend, or discontinue the Platform Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Platform Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Platform Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check this Agreement periodically for changes. Your continued use of the Platform Services following notification of any changes to this Agreement constitutes acceptance of those changes.

‍13. Miscellaneous

Entire Agreement and Severability. This Agreement is the entire agreement between Potential Client and HeyCounsel with respect to the Platform Services, including use of the Site, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Potential Client and HeyCounsel with respect to the Platform Services. In particular, this Agreement shall control over, and this Agreement shall not be deemed modified by, either party’s use of any order form, purchase order, acknowledgement, license, shrinkwrap, boxtop, or clickwrap license, terms of service, terms of use, or other form containing additional or different terms. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 

‍Force Majeure. HeyCounsel shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond HeyCounsel’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

‍Assignment. This Agreement is personal to Potential Client, and is not assignable, transferable or sublicensable by Potential Client except with HeyCounsel’s prior written consent. HeyCounsel may assign, transfer or delegate any of its rights and obligations hereunder without Potential Client’s consent.

‍Agency. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

‍Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Written notice to HeyCounsel should be sent to brian@heycounsel.com.

‍No Waiver. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.  Waiver of compliance in any particular instance does not mean that such party will waive compliance in the future. In order for any waiver of compliance with this Agreement to be binding, HeyCounsel must provide Potential Client with written notice of such waiver through an authorized representative.

‍Headings. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.