Updated August 12, 2019.
Priori is a global legal marketplace and platform solution for in-house legal teams to find, hire and manage outside counsel. Priori offers a range of services (the “Platform Services”) through www.priorilegal.com (the “Site”). These services include: (i) connecting clients with legal professionals to provide legal services, including on-demand specialist expertise or local counsel, commercial overflow support for standardized and rote overflow work (e.g. NDAs, vendor contracts, and licenses), and leave and headcount coverage; (ii) project management and communication tools; and (iii) billing and invoicing.
- Priori is not a staffing firm or a law firm. Priori offers clients access to a broad pool of legal talent and services via the Site. The legal professionals that Priori connects Client with through the Site (the “Platform Legal Professionals”) are legal professionals who may perform legal services (the “Legal Services”) for Client. They operate independently from Priori and are not employees, consultants, or agents of Priori. Though an attorney-client relationship between Client and a Platform Legal Professional may be formed through the use of the Platform Services, such use does not automatically form such a relationship between Client and any Platform Legal Professional.
- Priori is not a lawyer referral service. Priori works hard to select and vet the Platform Legal Professionals, but does not recommend any individual Platform Legal Professional for any specific legal request. Client acknowledges and agrees that Priori does not select, endorse, or recommend any individual Platform Legal Professional for any specific legal request.
2. Platform Services
In connection with using the Platform Services, Client understands that:
- Eligibility. Client represents and warrants that Client is fully authorized to enter into this Agreement. If Client is representing a larger business entity (the "Entity"), Client also represents and warrants that Client is fully authorized to enter into this Agreement on behalf of the Entity. Priori may, in our sole discretion, refuse to offer the Platform Services to any person or Entity and change our eligibility criteria at any time. Client is solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to 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 Client’s use, and not for the use or benefit of any third party unrelated to Client or Client’s Entity.
- Registration. To use the Platform Services, Client must register for, or authorize Priori to create for Client, an account on the Platform Services (an “Account”). Client must provide accurate and complete information and keep Client’s Account information updated. Client is solely responsible for the activity that occurs on Client’s Account, including keeping the Account password secure. Client must notify Priori immediately of any breach of security or unauthorized use of Client’s Account. Client shall have the ability to delete its Account, either directly or through a request made to a Priori representative.
- Platform Services. Following the registration or creation of an Account for Client, the process for Client to access Legal Services is:
- Client submits a request for proposal (“RFP”) via the Site or directly to a Priori representative.
- If Priori is able to provide Client with Platform Services with respect to the RFP, Priori will provide Client with a proposal (“Proposal”) via the Site. The Proposal will be based on the information Client provides in the RFP and will display the names of, and information regarding, Platform Legal Professionals who may be able to provide the Legal Services that Client is seeking.
- On receipt of a Proposal, Client may view the profiles and pricing of, and message and schedule calls or meetings with, the Platform Legal Professionals included in the Proposal, and the Platform Legal Professionals may send formal proposals to Client for the requested Legal Services (each a “Formal Proposal”). Formal Proposals will include the Platform Legal Professional’s rate (“Rate”) and billing terms for the Legal Services. The Rate will include both the Platform Legal Professional’s legal fee and the Priori management fee for Client’s use of the Site and is the total amount that Client will pay for the Platform Legal Professional’s services via Priori, other than any disbursements. Disbursements incurred by Platform Legal Professional in connection with the Legal Services, if any, are not included in the Rate and will be billed to Client separately.
- Ultimately, Client is responsible for choosing its own legal professional for the Legal Services, whether through Priori or elsewhere. If Client chooses to engage a Platform Legal Professional for the Legal Services, Client will accept the Platform Legal Professional’s Formal Proposal via the Site. The terms of the Platform Legal Professional’s engagement, including the Rate and billing terms, will be as set forth in the Formal Proposal. All such terms and policies set forth in the Formal Proposal are incorporated into this Agreement. The Platform Legal Professional engaged by Client may also elect to provide Client with a separate engagement letter pertaining to Legal Services provided to Client.
- For any Platform Legal Professional hired by Client through the Site, Client and Platform Legal Professional may use the project management and communication tools (e.g. messaging, call scheduling, document sharing) available to Client and Platform Legal Professional through the Site and will otherwise work directly to complete the Legal Services.
- Outside Counsel Engagement. If Client engages as outside counsel any Platform Legal Professional who appears in a Proposal sent by Priori within two (2) years of: (i) the date the Proposal is sent; or (ii) the date the last work is performed by the Platform Legal Professional for Client, whichever is later, Client must engage that lawyer through the Site, unless Client had previously been introduced to that lawyer outside of the Platform Services and notifies Priori, in writing, within ten (10) business days of the date the Proposal is first sent.
- Right of Refusal. Priori may not be able to provide the Platform Services for every legal matter. Priori reserves the right, in its sole discretion, not to provide Platform Services for any specific legal matter.
3. Invoicing and Authorizations
- Invoicing. Platform Legal Professionals hired by Client through the Site will prepare invoices for work performed for Client (“Paid Services”). Invoices will be sent to Client through the Site. Any dispute relating to the content of such invoices or the legal matters covered therein, will be addressed between Client and Platform Legal Professional.
- Authorization. Client authorizes Priori to charge Client for Paid Services using the payment information submitted through the Site (Client’s “Payment Method”), which Client represents and warrants is current, complete, and accurate information. Client’s Payment Method will be linked to Client’s Account on the Site. Client must promptly update all information to keep its Account current, complete, and accurate, and Client must promptly notify Priori if its chosen Payment Method is canceled (e.g. for loss or theft) or if Client becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Client’s user name or password. Changes to such information can be made directly by contacting a Priori representative or through Client’s Account. If Client fails to provide any of the foregoing information, Client agrees that Priori may continue charging Client for any use of Paid Services under Client’s Account unless Client has terminated the Paid Services.
- Payment Processor. Priori uses a third-party payment processor (the “Payment Processor”), to bill Client through the Payment Method linked to Client’s Account for use of the Paid Services. By making use of these payment services on the Site, Client agrees to be bound by Payment Processor's Connected Account Agreement (https://stripe.com/us/connect-account/legal) and hereby consents and authorizes Priori to delegate the authorizations and share the information Client provides to Priori with any third-party service provider to the extent required to provide the Paid Services.
- Payment Method. The terms of Client’s payment will be based on Client’s Payment Method and may be determined by agreements between Client and the financial institution, credit card issuer, or other provider of Client’s chosen Payment Method. If Priori, through Payment Processor, does not receive payment from Client, Client agrees to pay all amounts due on Client’s Account upon demand.
- Reaffirmation of Authorization. Client’s non-termination or continued use of the Paid Services reaffirms that Priori is authorized to charge Client’s Payment Method for such Paid Services. Priori may submit those charges for payment and Client will be responsible for such charges. This does not waive Priori’s right to seek payment directly from Client.
4. Employment Hiring
- Recruitment Fee. Where a Platform Legal Professional introduced to the Client by Priori, whether via the Site or through any alternate process undertaken by Priori on behalf of Client, is employed by the Client or any of its affiliates within two (2) years of the date of the introduction, Client agrees to pay a fee (the “Placement Fee”) equal to twenty-five percent (25%) of the Platform Legal Professional’s total compensation for the first year of employment with Client or any of its affiliates. The Placement Fee shall be paid by the Client whether or not the Client had previously engaged the Platform Legal Professional via the Site.
- Exclusions. The Placement Fee under clause 4(a) above is not applicable if Client or its affiliates establishes that the applicable Platform Legal Professional applied directly to Client or its affiliates for employment hiring or was otherwise known to Client or its affiliates in the context of Client’s and its affiliates’ recruiting or hiring processes within the twelve (12) month period preceding the date Priori introduced such Platform Legal Professional to Client.
- Notification. Within five (5) business days of any Platform Legal Professional’s verbal or written acceptance of any offer or employment, Client shall provide Priori with written notice of such acceptance, stating the details of the agreed total compensation for the first year of employment with Client and the employee title. Priori will issue Client an invoice for the Placement Fee for such Platform Legal Professional. Client shall pay Placement Fee, in full, within thirty (30) calendar days of Client’s receipt of such invoice.
- Limited Guarantee. If the Platform Legal Professional or Client terminates employment within eight (8) weeks of the applicable employment start date (the “Limited Guarantee Period”) or if the Platform Legal Professional fails to start employment, for any reason, provided that such termination or failure to start employment (1) is not the result of the Client’s grossly negligent or intentional acts or omissions, or (2) does not arise from a work shortage, reduction in force, or employer relocation, then Priori will provide a one-time replacement legal professional to Client at no additional cost to Client (the “Limited Guarantee”). If a suitable replacement is not found within twelve (12) weeks of the termination date, a refund of twelve and one-half percent (12.5%) will be applied against the Placement Fee for each complete week of the Limited Guarantee Period not worked by the Platform Legal Professional.
- Client Content. All information and content submitted to the Platform Services by Client (collectively “Client Content”) is the sole responsibility of Client. Client agrees that it will not under any circumstances transmit any 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 Priori; or (viii) violates the privacy of any third party. If any of such Client Content is subpoenaed, Priori shall give Client prior notice in order for Client to be able to contest such subpoena order.
- Priori Content. The Platform Services may contain content specifically provided by Priori or Priori’s partners (“Priori Content”) and such Priori Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Client shall abide by and maintain all copyright notices, information, and restrictions contained in any Priori Content accessed through the Platform Services. Subject to this Agreement, Priori 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) Priori Content solely for purposes of using the Platform Services. Use, reproduction, modification, distribution or storage of any Priori Content for purposes other than using the Platform Services is expressly prohibited without prior written permission from Priori.
- Either 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 Client and any Platform Legal Professional or the attorney-client relationship between Client and any Platform Legal Professional. Further, such a termination would not affect Client’s access to or ownership of any attorney-client communications between Client and any Platform Legal Professional or documents created for Client by any Platform Legal Professional.
- Any fees paid hereunder are non-refundable. 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 Priori and Client represents and warrants that it is fully authorized to enter into this Agreement.
- Client is solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to 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 Client’s use, and not for the use or benefit of any third party unrelated to Client.
8. Warranty Disclaimer
- Client releases Priori from all liability from having acquired or not acquired the Platform Services or Legal Services. Client releases Priori from all liability arising from any claims regarding Client’s relationship with any Platform Legal Professional and the Legal Services Client obtains from any Platform Legal Professional, including but not limited to any and all malpractice claims. Priori make no representations concerning any aspect of Legal Services provided by any Platform Legal Professional.
- 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. PRIORI, 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.
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 Priori 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 New York, including its conflicts of law rules, and the United States of America. 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 New York County, New York.
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.
- Force Majeure. Priori shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Priori’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- Assignment. This Agreement is personal to Client, and is not assignable, transferable or sublicensable by Client except with Priori’s prior written consent. Priori may assign, transfer or delegate any of its rights and obligations hereunder without 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 Priori should be sent to the following address: HearstLab / Priori Legal, 300 West 57th Street, 40th Floor, New York, NY 10019. Electronic notices should be sent to email@example.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, Priori must provide 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.