LAWTOVA TERMS OF USE AND CONDITIONS

THE FOLLOWING AGREEMENT BETWEEN YOU AND LAWTOVA COVERS THE TERMS OF USE AND CONDITIONS FOR THE LAWTOV SOFTWARE, APPLICATION, AND WEBSITE(S) (COLLECTIVELY KNOWN AS THE “SERVICES”). IN ORDER TO DEFINE THE RELATIONSHIP BETWEEN YOU AND LAWTOVA AND ITS SERVICES, IT IS IMPORTANT FOR YOU TO READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING “AGREE” YOU ELECTRONICALLY CONSENT THAT THESE TERMS APPLY TO YOU WHEN ACCESSING OR USING THE SERVICES.

In order for LawTova, Inc. to provide services and specifically the LawTova services outlined in the Terms of Use and Service Conditions including but not limited to the website, www.LawTova.com ; and family of websites and or blogs owned by LawTova, Inc., we may store, collect, and process various forms of information. Specifically, we collect personal information you have provided to us, non-personal information (e.g. device identifiers, IP addresses, etc.), and location-based information. This privacy policy describes the means and methods LawTova uses to collect, use, and disclose your information in connection with the use of our services. Except as otherwise indicated, customers and other persons using the Services are individually and collectively referred to as "you", "your" or "Customer", and LawTova, Inc. and its subsidiaries and affiliates are referred to as, "LawTova", "we", "us" and "our."

LawTova, Inc. ("LawTova") provides the following Services, which permit you to utilize certain Internet services, and making this content available on your compatible devices and computers, only as defined by the terms of this Agreement. Specifically, the Services directly refer to a LawTova website(s) including but not limited to www.LawTova.com and any related family of websites. This site in its entirety is owned by LawTova, a California Corporation, doing business as "LawTova." Reference to the terms "LawTova", "us", the "Company" and "we" collectively refer to all the corporate embodiments and affiliations owned by LawTova, Inc.

DEFINITIONS

"Affiliate" means any entity and/or related subsidiary that are under common control of LawTova, whether directly or indirectly, via any number of intermediaries as determined by LawTova.

"Client" means any authorized User that is validly registered through the Site (as determined by LawTova) and seeks obtain Freelancer Services from another duly authorized User. LawTova reserves the right to act as a client of the Site and these Terms and Conditions of this Agreement shall apply accordingly.

"Client Deliverables" means any service requests, Client supplied materials, and/or related intellectual property delivered to the Freelancer via a Client’s use of the Site for the express purpose of performing Freelancer Services.

"Confidential Information" means all Deliverables (Client, Freelancer, Work Product, etc.) including any related information provided for the fulfillment of a Service Contract regardless of its transmitted form. Confidential Information does not include: (1) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (2) it has been rightfully received from a third party without confidential limitations; (3)  it has been independently developed for User by personnel or agents having no access to the Confidential Information; or (4) it was known to User prior to its first receipt from the other party.

"Engagement" means the accepted service relationship between a Freelancer and a Client as governed by the Service Contract on the Site.

"Escrow Account" may be the repository account(s) as determined by LawTova for the Services on the Site.

"Escrow Instructions" means the instructions specific to each type of Service Contract as defined by LawTova.

"Fixed Price Contract" means a Service Contract whereby a Client pays a fixed fee as agreed upon between a Freelancer and Client prior to commencement of Freelancer Services for the completion of all the Services as determined by the Service Contract.

"Freelancer" means any validly registered and authorized User utilizing the Site for the promotion, advertisement, and provision of Services to Clients on the Site.

"Freelancer Deliverables" means all requests, inquiries, intellectual property and all related information transmitted to a Freelancer by a Client via Site for a specific Service Contract.

"Freelancer Fees" means: 1) Hourly Contract—number of hours recorded by a Freelancer multiplied by the hourly service rate as determined by the Freelancer; and 2) Fixed-Price Contract—The fixed dollar fee agreed upon between Client and Freelancer for a specific Service Contract.

"Hourly Contract" means a Service Contract whereby a Client pays for Service charges based upon an hourly rate as determined by the Freelancer.

"Intellectual Property Rights" means any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing: (1) rights associated with works of authorship throughout the universe, including, without limitation, all exclusive exploitation rights, copyrights, neighboring rights, moral rights, and mask-works; (2) trademark, trade dress and trade name rights and similar rights; (3) trade secret rights; (4) patents, designs, algorithms, and other industrial property rights; (5) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated), whether arising by operation of law, contract, license or otherwise; and (6) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force throughout the universe.

"Payment Method" means any valid credit card or related payment option issued by a bank and approved by LawTova, a PayPal account, Stripe Account, debit card, bank account linked to your LawTova Account, or any other form or method of payment as determined by LawTova in its sole discretion.

"Service Contract" shall mean (1) the contract terms and conditions between a Client and Freelancer for the specific Engagement of Freelancer Services.

"User Content" any User information whatsoever that is transmitted through the Site without limitation. Examples include but are not limited to text, photos, images, data files, video, music, comments, etc.

"Work Product" any deliverables, whether tangible or intangible, that Freelancer agrees to create via the terms and conditions of the Service Contract and deliver to Client without limitation and all associated intellectual property thereto.

1. SERVICE USE REQUIREMENTS.

A. Age Restrictions. The Services provided by LawTova are only available to individuals 18 years or older.

B. Use Eligibility and Limitations. You agree to use the Services for purposes only permitted by this Agreement, and to the extent permitted only by applicable law or regulations. The Services are offered only for business purposes and your registration indicates your representation that you have an independent business (irrespective of corporate entity type) and are electing to use our Services for that express purpose. You acknowledge and understand that any licensing or registration requirements by the appropriate jurisdictions(s) governing your business are your sole responsibility.

C. User Accounts and Devices. LawTova reserves the right to limit the number of accounts created from a particular device and the numbers of devices associated with a user account.

D. Service Availability. LawTova's services and its related features may not be available in all languages and/or all countries. Given this possibility, LawTova makes no representation that its services and related features are appropriate or available for use in any specific location. In your election to use and access the services, you do so upon your own initiative and compliance with local laws.

E. Changes to Services. LawTova reserves the right to change, modify, or adjust the terms of this Agreement in its sole discretion and at any time. LawTova will make best efforts to communicate such changes, modifications, and/or adjustments to the Agreement terms to you. Continued use of the services after changes, modifications, and/or adjustments to this Agreement constitutes your consent to the revised terms. If you do not agree to LawTova’s changes, modifications, and/or adjustments to the terms of this Agreement then you can promptly terminate the services.

2. SERVICE FEATURES.

A. Location Based Information. In order to offer best-in-class services, LawTova and its partners and/or licensors may provide features or services that rely upon location based data for your devices. These provided features or services require LawTova and its partners and/or licensors to collect, use, transmit, maintain and process your location data.

You may elect to withdraw consent from LawTova and its partners and/or licensors from the collection, use, transmission, maintenance and processing of your location data by changing the geo-location settings on your particular device. In the event you would like to remove all collection information, you may do so by uninstalling our services application by initiating the uninstall processes specific to your device anleting your user account.

B. BACKUP. As part of its current backup protocol, LawTova creates regular backups for user data and content. However, even with reasonable skill and careful backup measures LAWTOVA DOES NOT GUARANTEE OR WARRANT THAT ANY CONTENT YOU MAY STORE, ACCESS, OR DISSEMINATE THROUGH OUR SERVICES WILL NOT BE SUBJECT TO DAMAGE, CORRUPTION, LOSS, OR REMOVAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. AS SUCH, LAWTOVA WILL NOT BE RESPONSIBLE FOR INSTANCES OF DAMAGE, LOSS, CORRUPTION OR REMOVAL OF YOUR CONTENT. You acknowledge and agree that you are responsible to maintain proper backup measures for your content and related data.

3. LawTova Use of Services.

A. Account Registration. In order to enjoy the LawTova services, you must become a registered user by establishing a valid Account. You agree and acknowledge that you will take precautionary measures to secure your Account and its confidentiality. In the event your confidentiality measures are breached or compromised, you agree to notify LawTova immediately. Although LawTova will exercise reasonable care with respect to our security protocols, LawTova is not personally responsible for losses that may arise from the unauthorized use of your Account.

You agree to use the log in authentication process as defined by LawTova. You agree to refrain from using a username that is the name of another person other than you or selecting a username that is not lawfully available to use, or violates any trademark or copyright. Usernames that are vulgar, obscene, or offensive will violate the terms of this Agreement and result in Account termination.

You agree to complete a User profile ("Profile") which you expressly consent to be shown and displayed to other Users and the public at large unless you change your privacy settings. Freelancer Users represent and warrant that the use of their Profile is to market your business to others using our platform for the sole purpose of entering into independent contractor relationships with other Site Users. You represent and warrant that the information you provide to us and other Users of the Services are true, accurate, complete, and will be updated regularly. Any false or misleading Profile information is subject to removal and Account cancellation at the sole discretion of LawTova.

In order to preserve the integrity of our business to business platform, you agree that your account will be subject to periodic verification by us and/or any third-party we employ to verify your business identify and its legal status. Upon the verification information evaluated by us, we may ask you for additional information to support your legal business status. If you choose to not comply with our inquiry, then LawTova reserves the right to terminate your Account without exception.

B. No Survivorship Rights. Unless required by law, you agree and acknowledge that your LawTova Account is non-transferable and any rights to your LawTova Account or Content therein terminate upon your death. In the event of your death, a valid copy of a death certificate may permit the proper party to terminate your Account and related Content on your behalf. Contact LawTova Support at support@LawTova.com for additional assistance.

C. No Resale of LawTova Services. You agree and acknowledge that the LawTova Services are proprietary and subject to intellectual property protection. Given this understanding, you agree to refrain from copying, reproducing, selling, reselling, duplicating, trading, or renting the Services (or any part or component thereof) for any purpose whatsoever.

4. User Content and Conduct.

A. Content. For purposes of this Agreement, “Content” shall mean any information that may be encountered and/or generated via the use of our Services. This includes but is not limited to photographs, written text, graphics, data files, music, videos, voice recordings, sounds, messages, and device characteristics. Given this definition and provided examples, you agree and acknowledge that you are solely responsible for the Content originated by you whether it is privately transmitted or publicly posted via our Services. You acknowledge and agree that by using our Services you may encounter Content that you may deem to be inappropriate, offensive, indecent, or objectionable. By the same token, you agree that the Content you may generate or disseminate may be objectionable to others. Due to this phenomenon, LawTova does not control said Content no matter how it is generated or disseminated. As such, you agree that your use of our services is at your own election and resident risk.

B. User Conduct. By agreeing to the terms of this Agreement, you expressly refrain from NOT using our Services in the manner described below to:

1) engage in any act that would result in copyright infringement or other intellectual property infringement (including but not limited to trade secret, trade dress, or other confidentiality agreements);

2) misrepresent your identity (including misappropriation of another’s image(s), celebrity, charitable or employment group, etc.). LawTova reserves the right to immediately block any attempt to register a user Account that is a misrepresentation of identity;

3) generate or make available Content that is unlawful, harmful, defamatory, tortious, abusive, invasive of one's privacy, obscene, vulgar, and/or objectionable as determined by LawTova (including using the means described to stalk, harass, or intimidate another);

4) request as an adult user the personal information from a minor (anyone under the age of 18 or as properly defined by local law) who is not known to you. Examples of personal information include but are not limited to minor’s home address, full name, postal code or similar identifier, phone number, photographs, school, social affiliations, etc.;

5) upload onto the Services and transmit via any means material(s) that contain harmful viruses or programs intended to interfere or disrupt the normal function of the Services or any computer hardware or software;

6) create or submit any unwanted email, comments, likes or other forms of commercial or harassing communications such as “spam” to any LawTova users;

7) use domain names or web URLs in your username without prior written consent from LawTova;

8) create accounts with the Services through unauthorized means, including but not limited to using automated script, bot, device, spider, scraper or crawler;

9) engage or plan any illegal activity and/or store and collect personal information of users of the services for any prohibited activities as described in this Agreement;

10) self promote any business enterprise or affiliation without LawTova’s express written consent.

C. Content Removal. LawTova does not claim any responsibility for the Content that others may provide nor is LawTova bound to pre-screen all Content submitted via the Services. However, LawTova reserves the right in its sole discretion to monitor, screen, move, delete, modify and/or remove Content it determines to be in violation of this Agreement.

D. Content Backup. Although LawTova makes reasonable efforts to provide proper care and skill in delivering its services, LawTova does not guarantee, warrant, or covenant that any Content you access and/or store via the services will not be accidentally lost, corrupted, or damaged. Given this reality, you agree and acknowledge that it is your sole responsibility to back up any important Content on your device(s) and/or computer(s).

E. Access to User Account and Content. LawTova intends to enforce this Agreement to the full extent provided by law. As part of that process, LawTova reserves the right to verify and enforce compliance with this Agreement by you. You expressly agree and consent to these efforts by acknowledging that LawTova has the right without limitation to use, access, store and/or disclose your Account information and related Content to proper law enforcement authorities, government entities and/or officials, and/or proper third parties that LawTova believes is necessary in order to: 1) comply with a valid legal process or request; 2) prevent, detect, or identify fraud or technical issues; 3) enforce the terms of this Agreement including any necessary investigation thereof; and 4) protect the rights of LawTova, its users, a third party(ies), or the public as permitted by law.

F. Digital Millennial Copyright Act. LawTova makes every reasonable effort to ensure that its users and their content conform to proper Copyright standards. If you believe that any Content that you claim Copyright to has been infringed upon by anyone using our Services, please contact our Copyright Agent at support@LawTova.com.

G. Agreement Violations. In order to provide a harmonious environment for our users, LawTova makes best efforts to remove inappropriate or objectionable Content that violates this Agreement. If you encounter inappropriate or objectionable Content while using our services, please report it to us at support@LawTova.com.

H. User Submitted Content via LawTova Services

1. License from User to LawTova. LawTova does not claim ownership of the Content and/or materials you upload, submit, or disseminate via our services. However, LawTova does claim ownership of material that we may specifically license to you under the terms of this Agreement. In instances whereby you upload, submit, or disseminate your Content via our services and make the Content publicly accessible or accessible to users with whom you consent to share your Content, you expressly grant LawTova a royalty-free, non-exclusive, worldwide license to distribute, use, reproduce, adapt, modify, translate, publish, publicly display and perform such Content. This license grant from you to LawTova is solely for the purpose by which the Content was submitted or made available without any compensation to you whatsoever.

You acknowledge and agree that any Content in its entirety uploaded, submitted, or posted by you shall be your responsibility. Specifically, this means that you represent that you are the legal owner of this Content and have all relevant and necessary rights, licenses, and authorization to distribute it. Furthermore, you warrant and represent that said Content does not infringe upon the rights of other parties nor is the Content in violation of local law or authority.

2. Content Changes. The LawTova services require the ability to transmit your Content across various forms of networks and media. In order to accomplish this capability, LawTova may need to change or modify your Content to ensure compliance with technical specifications and requirements of various networks, computers, or devices. You agree and consent to LawTova making these necessary Content changes.

3. Advertisement(s) and Your Submitted Content. Some of the Service may be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that LawTova may place such advertising and promotions on the Service or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you

4. User Feedback. As part of the platform that LawTova provides to its community of Users, provider feedback is a vital part of User success on our online marketplace. As a result, the comments, feedback, remarks, and ratings by Users of the services provided are completely independent from LawTova and we do not monitor or censor these opinions. Since this is a business forum, you agree and acknowledge that any of the feedback concerning a User relates only to the specific User Profile and in no way related to any individual person. Consequently, LawTova is not legally responsible for the comments, feedback, or remarks posted or uploaded to our Site(s) by any User, third party whatsoever. However, in order to promote a harmonious platform, any abusive or harassing behavior resulting from User feedback may be reported to LawTova and we will independently evaluate the facts and circumstances and decide whether said feedback should be removed.

5. Trademark(s). LawTova and its related trademark(s), designs, logos, service marks, etc. are trademarks or registered trademarks of LawTova, Inc. in the US and abroad where applicable. LawTova does not grant you any right or license in its trademarks and you agree to not obscure, remove, or alter the LawTova marks contained in any portion of the services.

5. Site Purpose and Specific Site Services.

The Site is a unique platform whereby Clients and Freelancers can identify each other and determine whether to engage a provider’s services online. The Site merely acts as a conduit for Clients and Freelancers to independently evaluate whether they would like to engage a particular Client or Freelancer for the purpose of entering a Service Contract. Upon entering a Service Contract, Users elect to use the Site as a mechanism to engage, communicate, invoice and pay for the agreed upon contract services.

6. Contractual Rights Between Client and Freelancer.

A. Service Contracts You agree and acknowledge that LawTova is not a party to any Service Contract. Rather, you acknowledge and agree that the Service Contracts only apply to the terms and conditions of the engagement between a Client and Freelancer.

7. Payment Terms.

A. Service Fee and Release of Funds. The fee(s) to use the Site are paid only by the Freelancer. A Client does not pay any fees to the Site or to LawTova. Once a Client has paid a Freelancer in accordance with the completion of a Service Contract, LawTova will credit the appropriate Freelancer Stripe account and will subtract and release to LawTova the service fee(s) of 10% of the Service Contract (“Service Fee”). Freelancer expressly agrees to pay LawTova the Service fees for the provision of services including but not limited to online work portal, messaging transmission, invoicing, payment services, dispute resolution, etc. Additionally, beginning November 15, 2016, we will charge freelancers a payment process and administration fee of 2.9% of the total amount of each payment made for the Site’s Services (the “Payment Processing Fee”), except as otherwise provided in this Agreement.

B. No Compensation for Client Engagement(s). LawTova is a business to business community whereby seasoned professionals make informed decisions to hire specific service providers. In turn, LawTova does not secure engagements for Clients and Freelancers nor does LawTova charge any fees based upon Client/Freelancer matching or business leads.

C. Client Non-Payment. In the event Client fails to pay for any Freelancer Fees or amounts due under the Terms of Service by any means whatsoever (including but not limited to improper chargebacks, cancelling their Account registered credit or debit card), we may suspend or close Client’s account immediately and disallow Client from using any of the Site services. In the event that Client does not make appropriate payment(s) to LawTova upon demand, we reserve the right to set off any amounts due against other amounts received from or LawTova. This remedy does not preclude LawTova from seeking any other remedy in law or equity without limitation.

D. Dispute Process. If a dispute arises between a Freelancer and a Client, the Freelancer must initiate the dispute resolution process by emailing support@LawTova.com. Then, we will notify the Client by email if the Freelancer opens a dispute and place a temporary hold on all funds in the transaction. The Client then must review the dispute and reply with an explanation of what happened to support@LawTova.com. Once the dispute has been opened, the Freelancer and Client have 20 days to come up with a resolution. Suggestions to resolve a dispute involve the Freelancer supplying proof of work, and/or the Client providing payment for the work completed, whether partial or full. LawTova will facilitate communications between the Freelancer and Client to ensure the dispute is resolved within the 20 days.

E. No Return of Funds. Client acknowledges and agrees that LawTova will charge Client’s designated Payment Method for the Freelancer Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance and approval of the Freelancer Services, and (b) for Hourly Contracts, on the Monday after the week in which work was performed.  Therefore, and in consideration of the Site Services provided by LawTova, Client agrees that once LawTova charges the Client’s designated Payment Method for the Freelancer Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law.  Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes.   To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to the Terms of Service for any reason.  A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service.  If Client initiates a chargeback in violation of this Agreement, Client agrees that LawTova or may dispute or appeal the chargeback and institute collection action against Client.

F. Formal Invoices and Taxes.

LawTova will not have no responsibility for determining the necessity or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer will also be solely responsible for determining whether: (1) Freelancer or LawTova is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or LawTova, as appropriate; and (2) LawTova is required by applicable law to withhold any amount of the Freelancer Fees and for notifying LawTova of any such requirement and indemnifying LawTova (either by LawTova, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Freelancer or Freelancer reimbursing LawTova for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).  In the event of an audit of LawTova, Freelancer agrees to promptly cooperate with LawTova and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to LawTova.

8. Payment Terms and Conditions.

For Service Contracts on our platform, Clients are charged payment processing fees and associated administration costs as outlined in Section 7.

In order to utilize particular Site Services, Client(s) must provide appropriate information for at least one payment method as determined by LawTova. In turn, Client(s) authorize LawTova to place credit card authorizations on all Client provided credit cards, store credit card and related banking information for Site Services, and to charge Client’s credit cards or other LawTova approved payment method.

Client's engagement of a Freelancer in a Fixed-Price Contract, authorizes LawTova to charge Client's credit card or approved payment method for the agreed upon contract price. Clients are charged for Hourly Contract fees in a method and manner proscribed by LawTova including an approval process for time logged by Freelancer and approved by Client.

Payment method information such as credit and debit card information submitted by Client(s), indicate a warranty and representation that: (1) Client is legally authorized to submit such payment method information to our site; (2) Client’s submission of payment information does not conflict and/or violate the terms of this Site nor does it conflict with any applicable law(s).

9. Terms Governing Service Contracts.

Users acknowledge and consent to the contractual provisions of the Service Contract on this Site (including all associated fees, costs, calculation of hourly rates, completion schedule, etc.) to govern the relationship between Freelancer and Client. Any changes or modifications to the Service Contract must have the consent of both parties.

A. Performance of Services. Freelancer agrees to perform all contracted services in a professional manner consistent with the standards for similarly provided services. Freelancer warrants that all services provided are under their specific control or delegation. Any delegation of such services to any third party under the terms of a specific Service Contract shall remain the responsibility of the Freelancer. Freelancer represents and warrants that all of their duties and obligations arising under the Service Contract remain uniquely theirs and may not be excused by delegating any Freelancer tasks to any third party whatsoever.

B. Freelancer Acknowledgment. Freelancer acknowledges and understands that they are in an independent contractor relationship with Client under the terms of the Service Contract. As such, Freelancer acknowledges and understands that there is no employment relationship or independent contractor relationship between Freelancer and LawTova or between Client and LawTova. Freelancer also acknowledges and understands that any third party they hire or use to perform services for them under the terms of the Service Contract is at their own risk and that they [Freelancer] remain obligated to fulfill all the terms of the Service Contract until completion.

C. Dispute Resolution. Users agree to abide by and be legally bound by the dispute resolutions in the Escrow Instructions that apply to your specific Service Contract.

D. Terminating a Service Contract. For hourly contracts, either the Client or Freelancer may terminate the Service Contract after providing the required notice(s), or the termination date as set out in the Service Contract and/or completion of the Freelancer Services. In the event of a material breach, the non-breaching party may consent to the termination of the service contract. Client remains obligated to pay all Freelancer Fees under the Hourly Service Contract prior to proper termination.

For Fixed-Price Contracts, a Service Contract does not terminate until completion of the Freelancer Services are fully performed. Both parties may consent to terminate the Fixed-Price contract at any time with mutual consent or in the event of a material breach. Termination of a Fixed-Fee Service Contract does not grant Client recovery of any payments already released to Freelancer from the associated Fixed-Fee escrow account.

E. Ownership of Intellectual Property Rights. Upon Freelancer’s complete performance of all contractual duties and obligations under the Service Contract and Freelancer’s receipt of proper payment from Client, all Work product and associated Intellectual Property will the be sole and exclusive property of the Client. Freelancer unequivocally and irrevocably assigns all associated Intellectual Property rights, whether known or unknown, to Client all right, title, and interest worldwide and in perpetuity to said Intellectual Property. Freelancer waives all associated moral rights in and to the Work Product. If payment is made for only partial Work Product delivery, then the above described assignment applies only to the portion(s) of Work Product delivered.

F. License and Waiver. In the event Freelancer has any Work Product right that cannot be assigned to Client by Freelancer (including Intellectual Property rights), Freelancer automatically upon full payment received by Client irrevocably grants Client during the term of such rights, an exclusive (as to Freelancer) irrevocable, perpetual, fully-paid, world-wide and royalty-free license to such rights. These licensed rights shall have the right to be sublicensed without limitation. Additionally, the license granted shall allow Client to reproduce, make derivative works of, distribute, publicly perform and display in any form or medium whatsoever, make, use, sell, import, offer for sale any and all such rights. Any Work Product rights that Freelancer has that may not be licensed or assigned shall be automatically waived upon Freelancer’s receipt of Client payment. This automatic, irrevocable waiver shall release Client from any claim or cause of action of any kind arising from the Work Product and Freelancer will indemnify Client for any said claims or causes of action. In instances where payment is made only for partial delivery of Work Product, then the grant described above shall apply only to the portion(s) of Work Product delivered.

G. Work Relationship Classification. As stated in these Terms and Use and Conditions, LawTova provides a platform whereby Freelancers and Clients can engage appropriate services under their choice of Service Contract. As a result, LawTova disclaims any liability for the employment relationship between Freelancers and Clients. Additionally, LawTova does not determine or recommend the employment classification between the Parties or the third parties they subcontract to, delegate to, or assign their responsibilities to under the terms of the Service Contract.

10. LawTova's Relationship To The Parties.

LawTova's community platform is merely a conduit for well-informed, independent, and sophisticated businesses may contract for services. In that, LawTova is not a party to the Service Agreements between a Freelancer and Client. Rather, Freelancers and Clients are free to use our online platform to inquire, shop for, and make independent decisions in selecting a Freelancer or Client. LawTova does not recommend or introduce Clients or Freelancers. Each Freelancer or Client is free to choose the entity they want to engage in a Service Contract and both Parties are responsible for the representations they make, the hours they work, locations they work from, employees or independent contractors they hire or employ, and the fee setting or project schedule for any Service Contract on the LawTova platform.

Based on the independent nature between the contracting parties under a Service Contract, LawTova makes no representations about nor does it qualify or guarantee the work quality of Freelancers, the parties listing representations or job descriptions, the ability of the Client to pay for contracted services, or that a Service Contract will be completed in its entirety.

Freelancers and Clients assume all tax, unemployment, and social security withholding responsibilities in their respective jurisdictions and expressly acknowledge that LawTova is not responsible for these withholdings nor does LawTova deduct any payment(s) from the Service Contract or associated Site Fees for these withholdings.

11. Service Contract Disputes Between Freelancers and Clients.

For disputes that may arise from a Service Contract between a Client and Freelancer, you agree to abide by the process explained in the Escrow Instructions that apply to your particular Service Contract.

12. LawTova Site Software.

A. LawTova's Proprietary Rights. As a condition to using LawTova’s services, you acknowledge and agree that LawTova and/or its licensors own all legal right, title, and interest to the Services. By way of example, these rights include but are not limited to the following: LawTova graphics, user interface, scripts and software used to implement the services, and any software that LawTova may provide you with in connection to the services. The described rights also include any and all intellectual property rights that reside therein, whether registered or not, and wherever in the world they may exist. You further agree that you will not use and/or reproduce any of this proprietary information in any way whatsoever except as defined by this Agreement.

B. License from LawTova. THE USE OF THE SOFTWARE AND/OR ANY PART OF THE SERVICES IS STRICTLY PROHIBITED AND INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. THE ONLY PERMITTED USE OF THE SOFTWARE AND/OR ANY PART OF THE SERVICES IS OUTLINED ONLY IN THIS AGREEMENT.

C. Export Control(s). The use of the services may be subject to import and export laws of the United States and other countries. You agree and acknowledge that you will comply with all import and export laws and regulation. Specifically, you warrant and represent that the services and/or related software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the US Treasury Department’s List or Entity List. As a registered user of the services, you warrant and represent that you are not located in any such country or on any such list. This assurance and communication shall survive termination of this Agreement.

D. Update(s). In order to ensure a proper user experience of the services, LawTova may make regular software updates from time to time. The updates may include new software versions, bug fixes, and feature enhancements or improvements.

13. Termination.

A. User Termination. You may delete your user account and stop using the LawTova services at any time.

B. LawTova Termination. LawTova may terminate or suspend all or a portion of your account and/or access to the services at any time and/or for any reason. Examples of typical reasons for termination include but are not limited to the following: (a) violations of this Agreement; (b) a request by you to terminate or cancel your services account; (c) a request and/or order from law enforcement or government entity; (d) unexpected technical or security issues or problems; and (e) your participation in illegal or fraudulent activities. Any account termination or suspension by LawTova shall be made in its sole discretion and LawTova will not be responsible to you and/or any third parties for alleged resulting damages whatsoever.

C. Termination Effects. Termination of your services account may result in the loss to all access to the services and any account portions thereof including Content. After a period of time, as determined by LawTova, all data and information stored via your account shall be deleted.

Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Freelancer Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes LawTova to charge to its Payment Method pursuant to Section 8 (Payment Terms).  

14. Links and Third Party Materials.

As part of our services and its resident features and functions, you may encounter materials from third parties and/or hyperlinks to other Content, resources, or web sites. Because we have no control over third parties and their related materials, you acknowledge and agree that LawTova shall not be responsible or liable for any alleged damages you may have incurred either directly or indirectly.

15. Disclaimer of Warranties; Liability Limitation

TO THE EXTENT PERMITTED BY LAW AND ALLOWED BY INDIVIDUAL JURISDICTIONS, LAWTOVA MAKES THE FOLLOWING EXCLUSIONS THAT MAY OR NOT APPLY TO YOU.

LAWTOVA DOES NOT REPRESENT, GUARANTEE, OR WARRANT THAT USE OF THE SERVICES WILL BE ERROR-FREE OR INTERRUPTED, YOU AGREE AND ACKNOWLEDGE THAT LAWTOVA MAY REMOVE THE SERVICES FOR UNDEFINED PERIOD OF TIMES, OR CANCEL THE SERVICES ACCORDING TO THE TERMS IN THIS AGREEMENT.

THE SERVICES PROVIDED BY LAWTOVA ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE AND ACKNOWLEDGE THIS FACT. IN TURN, LAWTOVA AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNER, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LAWTOVA DOES NOT GUARANTEE OR WARRANT THAT THE SERVICES WILL BE FREE FROM CORRUPTION, LOSS, VIRUSES, ATTACK, HACKING, INTERFERENCE, OR OTHER SECURITY INTRUSIONS. LAWTOVA DISCLAIMS ANY RELATED LIABILITY.

YOU AGREE AND ACKNOWLEDGE THAT YOUR DOWNLOADING OF ANY MATERIAL OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN RISK. ANY RESULTING OR ALLEGED DAMAGES TO YOUR COMPUTER, DEVICE, OR DATA LOSS THAT RESULSTS FROM SAID DOWNLOADING SHALL BE YOUR SOLE RESPONSIBILITY.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW AND ALLOWED BY INDIVIDUAL JURISDICTIONS, LAWTOVA MAKES THE FOLLOWING EXCLUSIONS THAT MAY OR NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT LAWTOVA AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF LAWTOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.

INDEMNIFICATION

As a requirement to use our services, you expressly agree to defend, indemnify, and hold LawTova and its subsidiaries, affiliates, directors, officers, employees, agents, and licensors, harmless from any claim or demand thereof, including reasonable attorney’s fees, made by a third party, relating to or arising from: (a) any violation by you of this Agreement; (b) any Content in its entirety that you upload, transmit, or make available through the services; (c) your use of the services; (d) any violation that LawTova determines through its reasonable investigations of a suspected violation(s) of this Agreement; or (e) your violation of another’s rights. This express waiver and indemnity provision applies to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or your use of the services.

16. General Provisions

A. Notice(s). As part of our regular update policies, LawTova may provide you with notice regarding the Services, including changes made to this Agreement, via your email address provided to us, regular mail, or postings made to our application product.

B. Governing Law. This Agreement between you and LawTova shall be governed by the laws of the State of California, excluding its personal conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Sacramento, California, to resolve all disputes, claims, or allegations arising from this Agreement

C. Binding Arbitration. In order to resolve all disputes arising out of the Agreement, Users and LawTova agree to binding arbitration. Any and all disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association then in effect. The arbitration shall take place in Sacramento County of California, and both User and LawTova agree to submit to the jurisdiction of the arbitrator selected in accordance with American Arbitration Association rules and procedures. User and LawTova agree that the arbitration procedure provided for in this section will be the exclusive avenue of redress for any disputes relating to or arising from this Agreement, and that the award of the arbitrator shall be final and binding on both parties, and nonappealable. The arbitrator shall have discretion to award monetary and other damages, or no damages, and to fashion such other relief as the arbitrator deems appropriate. The arbitrator shall also have discretion to award the prevailing party reasonable costs and attorneys’ fees incurred in bringing or defending an action under this provision. The costs and expenses relating to the arbitration proceeding itself, including the fees of the arbitrator, shall be borne by each respective party.

D. Entire Agreement. This Agreement embodies the complete agreement in its entirety between you and LawTova. This Agreement governs your use of LawTova services and replaces any other prior agreements between you and LawTova in relation to the services. In the event any of this Agreement is held to be invalid or unenforceable, that specific portion shall be construed to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect. If LawTova does not exercise or enforce any right or provision of this Agreement then that does not constitute a waiver of such right or provision. You agree that there shall be no third-party beneficiaries to this agreement.

E. LawTova as defined by this Agreement:

LawTova, Inc.
580 California Street
12th and 16th Floors
San Francisco, CA 94104
United States of America

F. Electronic Contracting. You acknowledge and agree that your use of the services includes your ability to enter into agreements or related transactions electronically. YOUR ELECTRONIC SUBMISSSION TO LAWTOVA ACKNOWLEDGES YOUR AGREEMENT AND INTENT TO BY BOUND BY THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY. In order to access and store your electronic transaction records with LawTova, you accept full responsibility for installing required hardware and software.