This Terms of Services Agreement (“Agreement”) is agreed to by and between Espinosa Legal Services, LLC (“Company”), [1]Hiring Attorney, [2]Attorney Contractors, and [3]Users of any website, client portal, or software offered by Company individually referred to as "Party" and collectively referred to as "Parties." Parties must read, agree to, and accept all of the terms and conditions contained in the Agreement to engage with, or contract the services of, Company.

Parties acknowledge that the promises made by Company, Hiring Attorney, Attorney Contractor, or User set forth below constitute full and adequate mutual consideration. Based on such mutual consideration, Parties agree as follows:

Company reserves the right to change the terms and conditions of this Agreement or to modify or discontinue any service offered by Company. Those changes will go into effect upon notice of the revised agreement. If we change this Agreement, we will provide notice by posting the revised agreement on any applicable website(s), client portal(s), app(s) or sending an email notice to Party using the contact information provided by Party. Therefore, Parties agree to keep their contact information up-to-date and that notice sent to the last email address provided to Company shall be considered effective. These Terms supersede any previous agreements entered into by the Parties, Company, or Users of the services of Company.

These Terms of Service are effective upon all Parties for one year following the date of request for Service, acceptance of an Assignment, use of any Company website, portal, app or software, or signature below. This Agreement is automatically renewed on a yearly basis until terminated by either Party, with at least thirty (30) days notice, or upon subsequent request for an Assignment, acceptance of an Assignment, or access to any Company website, client portal, app, or software.

Company Duties: Company provides access to remote Attorney Contractors within its network to review and potentially accept a Hiring Attorney’s request (“Service”) for an Attorney Contractor to make an [4]Appearance, take or defend deposition, or to perform tasks as described by the Hiring Attorney. (“Assignment”).

Company is not a law firm and does not engage in nor provide any legal services, legal representation, legal advice, legal opinions, legal recommendations, or legal counseling. Notwithstanding any licensure or professional certifications held by Company’s individual owners or representatives, Company’s owners will not be held individually liable by any association, board, or any other regulatory body for liabilities associated with applicable professional certifications. Neither Attorney Contractors nor Hiring Attorney are employees or agents of Company

Company retains Attorney Contractors as independent contractors, not as an employee of Company.

Company will not control Attorney Contractors’ exercise of independent professional judgment in providing services for and on behalf of Hiring Attorney and their clients. Company is not engaged in an attorney/client relationship with the Hiring Attorney’s client or the Hiring Attorney.

Company will compensate Attorney Contractor the applicable fee due within 45 days from the date that Attorney Contractor completes the Assignment and submits the corresponding timesheet. Completing the Assignment includes performing the requested task and submitting the appropriate notes/results from the Assignment. Company will not withhold the payment based on whether company is paid by our clients.

Attorney Contractor Rights and Duties: Attorney Contractors have the sole right: to assess and accept assignments; to control the time, place, manner, and means of providing any services; and to determine the type of services they are willing to provide.

Attorney Contractor hereby affirms that he or she is currently licensed and in good standing in any jurisdiction in which Attorney Contractor is licensed to practice. Attorney Contractor further affirms that he/she has never been subject to any disciplinary action for professional misconduct in any jurisdiction in which he or she is licensed to practice law.

Attorney Contractor hereby agrees that he or she will only accept Assignments in areas of law in which Attorney Contractor is adequately competent or capable to practice.

Prior to completing an Assignment, Attorney Contractor agrees to conduct a conflict check by taking all necessary measures to ensure that no conflict of interest; breach of contract; breach of confidentiality; breach of attorney-client privilege, and the like, has or will occur during Attorney Contractor’s engagement with the Hiring Attorney under this Agreement, relating to any client, past or present, that Attorney Contractor has represented outside of the scope of this Agreement, whether on an independent basis, on behalf of another employer; or pursuant to any other contract and/or agreement.

Attorney Contractors that have accepted an Assignment will execute the Assignment in compliance with all applicable regulations (including, but not limited to, city ordinance, state regulations, federal regulations, any relevant rules of procedure, judicial administration, and regulations or rules set forth by applicable professional organizations, especially, but not limited to, any trade association, state, federal, or local bar for which Attorney Contractor is required to be a current member in good standing).

Attorney Contractor shall report Assignment results and or provide notes of the Assignment directly to Hiring Attorney within 24 hours after the Assignment via email or any client portal or communication channel set forth by Company, unless otherwise stated by Hiring Attorney. Company reserves the right to reasonably lower compensation for all late/overdue notes/results after 48 hours, or failure to complete the Assignment as requested by the Hiring Attorney. In addition, Company reserves the right to withhold and retain any compensation due for all notes/results in which results that are more than 10 business days past due.

Attorney Contractor may not delegate or subcontract any portion of the performance of a duty or obligation of an assignment to any third party or subcontractor.

Hiring Attorney Duties: The request for Assignment shall be sent to Company via email to [5]jespinosaesq@outlook.com. Upon receipt of the request, Company will forward the request to its network of Attorney Contractors competent to complete the Assignment. Once the request for Assignment has been accepted by at least one competent Attorney Contractor, Company will designate an Attorney Contractor to complete the Assignment and will provide the name and contact information of said Attorney Contractor to the Hiring Attorney, at which point the Assignment is deemed accepted.

Hiring Attorney, shall provide the designated Attorney Contractor, no later than seventy-two (72) hours prior to the date when the Assignment is to be completed, with the documentation and information needed to complete the Assignment. Documentation and information includes, but is not limited to: Notice of Hearing, relevant Motion practice, the Pleadings, Notice of Taking deposition, areas of inquiry, photos, written discovery, client settlement authority, and any exhibits Hiring Attorney wishes the Attorney Contractor to mark during deposition.

The Hiring Attorney is responsible for providing instruction to Attorney Contractor to properly complete the Assignment and arranging the Attorney Contractor’s remote appearance, including proving the remote appearance link/instructions to the Attorney Contractor. Hiring Attorney shall send a calendar invite of the accepted Assignment to jespinosaesq@outlook.com and the email address of the designated Attorney Contractor.

Hiring Attorneys agree that they have their client’s informed consent to contract with Company to provide Appearance, deposition and/or per diem counsel. Hiring Attorney will promptly notify Company in the event of a conflict or if they want a substituted attorney to appear.

Hiring Attorney agrees to not privately contract with Attorney Contractors, unless there was a prior, ongoing, and significant relationship between the Attorney Contractor and the Hiring Attorney, for a period of one-year from the date of introduction of the Attorney Contractor to Hiring Attorney by Company or date of last Assignment completed by Attorney Contractor for Hiring Attorney, whichever is later. In the event Hiring Attorney wishes to engage one of Company’s Attorney Contractors for employment either full-time, part-time, or per diem/contract, Hiring Attorney agrees to pay Company a one-time referral fee of $10,000.00. (“Referral Fee”).

The Referral Fee is due by Hiring Attorney and payable to “Espinosa Legal Services, LLC” no later than 10 days after Attorney Contractor is engaged under Hiring Attorney employ (whether on a full-time, part-time, or per diem/contract basis). The referral fee is non-refundable. However, Company may, in its sole discretion, elect to accept a referral fee in a different amount or waive the referral fee in its entirety provided that such arrangement is agreed to and set forth in a separate written agreement executed by both parties.

Attorney Contractors Rates and Expenses: Attorney Contractor agrees that his or her rates paid, or to be paid, by Company are not to be discussed, disclosed, negotiated nor invoiced to any other person, Company, Hiring Attorney, User, or Attorney Contractor. Hiring Attorney agrees that the payments made, or to be made to Company, are not to be discussed, disclosed, negotiated nor invoiced to any other person, Company, Hiring Attorney, User, or Attorney Contractor. Company and Hiring Attorney do not have an obligation to pay any expenses of the Attorney Contractor which includes, but is not limited to travel expenses, printing costs, automobile mileage, meals and lodging, except in certain, specific circumstances of instances where such expenses have been pre-authorized by Company and or Hiring Attorney. Attorney Contractor has no authority to incur any expenses on behalf of Company or Hiring Attorney. Attorney Contractor agrees not to place any liens against Hiring Attorney files for any unpaid fees, costs, or expenses.

Attorney Contractor Compensation and Payment: Attorney Contractor rate(s) are set by Company and provided to Attorney Contractor prior to acceptance of an Assignment. Attorney Contractor agrees to the rate(s) provided upon acceptance of any subsequent Assignment following Attorney Contractor’s notice of the rate(s). Rates provided to Attorney Contractor by Company are incorporated by reference into this Agreement. Unless otherwise deemed appropriate by Company, Company will issue payment to Attorney Contractor on the fifteenth (15th) of every month upon receipt of Attorney Contractor’s Timesheet on the first (1st) of every month and satisfactory completion of any Assignment from the prior month. Any hourly rate shall be billed in six (6) minute increments.

Company Rate(s): Company’s Rate(s) are set and provided to Hiring Attorney prior to an Attorney Contractor’s acceptance of an Assignment. Hiring Attorney agrees to pay the Company Rate for the completion of the Assignment. Payment is due upon receipt of Company’s invoice. Rates provided to Hiring Attorney are incorporated by reference into this Agreement. Any hourly rate shall be billed in six (6) minute increments.

Cancellation: If an accepted Assignment is cancelled within 24 hours of the Assignment, or Deponent does not appear, Hiring Attorney is responsible to pay a $150.00 Cancellation Fee to Company. Assigned Attorney Contractor may bill to Company up to one-half of the cancellation fee or $75.00.

Indemnification: Hiring Attorney and Attorney Contractors hereby agree to indemnify and hold harmless Company and its subsidiaries, directors, officers, agents, and employees from and against all claims, liabilities, and expenses, including reasonable attorneys' fees, which may result from acts, omissions, or breach of this Agreement, or liability arising from Services of this Agreement by Hiring Attorney or Attorney Contractor (as applicable). Company does not make any representations, conditions or warranties, express or implied, including without limitation, warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, compatibility, security, accuracy, or usefulness with respect to the services and/or quality of an Attorney Contractor or any User. Hiring Attorney and Attorney Contractor agree that any claims or causes of action arising out of any action or inaction of the other shall be exclusively between Hiring Attorney and the Attorney Contractor or other User (as applicable) and you will hold harmless and indemnify Company against any claims or loss.

Any Attorney Contractor, upon acceptance of an Assignment, shall be solely responsible for their performance and conduct in the carrying out of the Assignment. Attorney Contractors agree to indemnify and hold harmless Company for any error or mistake by Attorney Contractor.

Limit of Liability: Company may maintain professional liability coverage for any misfeasance or malfeasance by Company in the course of its duties of staffing and providing Attorney Contractors, however, pursuant to this Agreement, in the event that Company is found liable for any such misfeasance or malfeasance, the total damages for which Company may be held liable is the total amount paid by Hiring Attorney to Company for the subject assignment, i.e., the total fee paid to company for the subject assignment, not including any related amounts paid to a Company Attorney Contractor.

Confidentiality: The Attorney Contractor understands and agrees that in the course of accepting an Assignment from Hiring Attorney, Attorney Contractor will have access to certain information about the Hiring Attorney and their clients, which is confidential in nature. The Attorney Contractor understands and agrees that such information must be used solely to perform the Assignment and may not be disclosed or made available to any third party, agent, or employee for any reason whatsoever, other than required by law or as permitted by these Terms either during your participation with Company or after the termination of our business relationship. The Attorney Contractor further agrees that disclosure of this confidential or proprietary information to Attorney Contractor’s employees, agents or representation shall be on a need-to-know basis only. Prior to any disclosure of any confidential information as required by law, the attorney must (i) notify the appropriate Hiring Attorney of any and all actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated and (ii) cooperate with the Hiring Attorney’s, reasonable lawful efforts to resist, limit or delay disclosure.

Company agrees to reasonable care to protect confidential information provided by Hiring Attorney and to use confidential information which the Hiring Attorney provides to Company only for the performance of the Assignment, not for the Company’s own benefit. Information provided to Company may not be afforded legal protection as attorney-client communications. The attorney work product and other legal content provide to Company is provided “as is” and Company makes no warranty (express or implied), representation or guarantee with respect thereto.

Professional Liability Insurance: Hiring Attorney, Attorney Contractors, and Users acknowledge and agree that it is their responsibility, respectively, to maintain adequate professional liability, workers’ compensation, commercial general liability, errors and omissions, and other forms of insurance applicable to their given profession, with policy limits that protect and indemnify Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from their respective: conduct, acts, or omissions or the conduct, acts, or omissions of their agents, servants, contractors, Attorney Contractors, Users, servants, or employees.

It is the responsibility of the Hiring Attorney to ensure to that any assignments completed by Attorney Contractor(s) or Users are covered under Hiring Attorneys’ insurance policy, and if needed, to advise its insurance carrier of the identity of the Attorney Contractor or User.

In the event that a Hiring Attorney procures services from an Attorney Contractor or other User, and Hiring Attorney requires said Attorney Contractor or User to maintain professional liability, legal malpractice, errors and omissions or other applicable liability insurance coverage, Hiring Attorney acknowledges that it is Hiring Attorney’s responsibility to incorporate desired language into the optional service contract to be entered into separately from this Agreement.

Company does not represent, warrant, or guarantee that Parties are covered by professional liability insurance.

Termination: Either Party may terminate this Agreement at any time upon thirty (30) days written notice sent to the other Party. The Parties agree to act in good faith toward one another during the notice period. In the event of termination of this Agreement, the Hiring Attorney must pay Company for all Services performed and agreed upon expenses incurred through the date of termination; the Hiring Attorney is not obligated to pay Company any other compensation, severance, or other benefit whatsoever. Company shall pay Attorey Contractos for all completed Assignments and agreed upon expenses incurred through the date of termination. Company is not obligated to pay Attorney Contractor any other compensation, severance, or other benefit whatsoever.

Non-Exclusivity: Company acknowledges that Attorney Contractors may perform services for other firms, customers, attorneys, persons, or companies during the term of this Agreement as to the discretion of Attorney Contraactor

Choice of Law: The laws of theState of Florida will govern the validity of this Agreement and the interpretation of the rights and duties of the Parties.

Dispute Resolution: In the event a dispute arises between the Parties which they are unable to resolve among themselves, the Parties agree to participate in a mediation in accordance with the mediation procedures of the American Arbitration Association's Mediation Services. The Parties agree to share the costs of such mediation. If mediation fails to resolve the dispute, the Parties agree that the dispute shall be submitted to binding arbitration. The arbitration will be governed by the American Arbitration Association. Judgment on the arbitrator's award shall be entered by any court of competent jurisdiction. Parties agree that by using Company Services or entering into this Agreement, Parties are waiving the right to trial by jury. Parties also agree that they are waiving the right to participate in a class action. Parties agree that they may bring claims only in their individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Severability: If any provision of this Agreement is held to be invalid or illegal, such invalidity or illegality does not invalidate the remainder of the Agreement. Instead, this Agreement is then construed as if it did not contain the illegal or invalid part, and the rights and obligations of the Parties are construed and enforced accordingly.

Entire Agreement: This Agreement contains the complete agreement of the Parties and supersedes any and all other agreements between the Parties. By signing below, the Parties represent that neither is relying on any promise, guarantee, or other statement not contained in this Agreement.

[1] Hiring Attorney: refers to an attorney(s), either individually or as an authorized representative on behalf of a law firm, legal practice, or other entity who engages or intends to engage Company to procure legal services from one or more Attorney Contractors. Hiring Attorney(s) are not employees, agents or representatives of Company and no employer-employee relationship is created by the Hiring Attorney’s engagement of Company or its Attorney Contractors. Hiring Attorney will directly supervise any Attorney Contractor that Hiring Attorney has engaged for the respective services they provide and assumes all responsibility and liability for all work undertaken or completed by the independent contractor attorney.

[2] Attorney Contractor is an attorney that is within Company network, available to provide legal services to Company’s Hiring Attorney. Each Attorney Contractor is an independent contractor licensed to practice law and whose license is active and in good standing with each jurisdiction under which he or she is admitted to practice, including and especially the applicable jurisdiction for which an Attorney Contractor provides legal services or support to a Hiring Attorney. Attorney Contractors are not employees or agents of Company and no employer/employee relationship is created by a Hiring Attorney(s)/Firm(s) engagement of a Attorney Contractor through or under the services provided by Company.

[3] User: Any Hiring Attorney, Attorney Contractor, individual, business, attorney, and/or consumer that wants to purchase, request, receive and/or perform services available within Company website(s), Client Portal, Apps or other software.

[4] Appearance: is the actual conduct of personally attending on behalf of the Hiring Attorney, either virtually or physically, the courtroom, office, or the premises where the subject appearance, proceeding, deposition or other event is scheduled to take place.

[5] Email address/method of communication may be subject to change. In such event, Company will advise, in writing, the Hiring Attorney of the proper email address to send its request and subsequent calendar invite.

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