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Terms of Service

Acceptance

1.1 By accessing or using any part of ProQuo’s website, you agree to be bound by the Terms of Service set out below.  If you do not agree to all the terms and conditions of our Terms of Service, then you may not access the ProQuo website or use any of our services.  A breach or violation of any of the Terms of Service may result in an immediate termination of your services at the sole discretion of ProQuo.

1.2 ProQuo reserves the right, in its sole discretion, to refuse, suspend or terminate service to anyone for any reason.

General

2.1 ProQuo provides an online “Marketplace” where law firms, in-house departments,  business entities and individuals (“Customers”) can submit legal projects (“Projects”) to “Freelance Attorneys” on a contract basis.

2.2 A “User” is any user of the site and may be a Freelance Attorney or a Customer.

2.3 A Customer may create a Project by launching a Project and receiving “Quotes” from interested candidates or by submitting a one-on-one “Quote Request” to the attorney of the Customer’s choice.   For each Project, Customers prepay and submit a “Project Description” which provides the details of the Project and deliverables.  You become a Customer immediately upon submitting one or more Projects to the Marketplace.

2.4 Projects remain on the site until the Customer accepts a Quote, or requests that the Project be removed from the site.  ProQuo monitors all Projects posted to the site and may provide suggestions for how to improve Quote responses.

2.5 When a Project is complete, the Freelance Attorney delivers a “Project Submission” for the Customer to review.  The Customer has 7 days to review the Project Submission and accept it or request changes.  If the Customer accepts the Project Submission, or does not respond within 7 days, the Customer will be deemed to have accepted the Project Submission and ProQuo will disperse the prepaid funds to the Freelance Attorney.  If the Customer timely requests changes to the Project Submission, the Freelance Attorney will have 7 days to make modifications to fit the Customer’s reasonable expectations and submit a “Revised Project Submission.”

2.6 A Customer has 7 days to accept the Revised Project Submission or request revisions.  A Revised Project Submission that is not declined within 7 days after being resubmitted will be considered accepted by the Customer and ProQuo will disperse the prepaid funds to the Freelance Attorney.

2.7 A Customer may request revisions an unlimited number of times within the scope of the Project Description.  If the Freelance Attorney believes that requested revisions are unduly burdensome or outside the scope of the project, the Freelance Attorney may request a Customer Service Intervention pursuant to the terms and conditions set forth in in the “8. Dispute Resolution” section below.

2.8 Any disputes will be resolved pursuant to the terms and conditions set forth in the “8. Dispute Resolution” section below.

2.9 By submitting a Quote, the Freelance Attorney agrees to submit the Project by the Project Completion Date.    Any dispute arising from failure to submit a Project by the Project Completion Date will be resolved pursuant to the terms and conditions set forth in in the “8. Dispute Resolution” section below.  Penalties for failure to submit a Project by the Project Completion Date may include forfeiture of payment, suspension and termination from ProQuo’s services.

ProQuo’s Service

3.1 ProQuo is an online marketplace that provides a platform for communication between Freelance Attorneys and Customers seeking to hire Freelance Attorneys on a contract basis.

3.2 ProQuo is not a law firm or an attorney referral service, and does not guarantee results.

3.3 Nothing on ProQuo’s website is to be construed as legal advice from ProQuo.

3.4 Freelance Attorneys are not the employees or agents of ProQuo.

3.5 No attorney-client relationship is formed with ProQuo, and no duty of confidentiality arises through the use of the ProQuo website.

3.6 An attorney-client relationship may be formed through the use of the service between Freelance Attorneys and Customers.

Eligibility

4.1 To use ProQuo’s service you must be:

At least 18 years old; AND an actively barred attorney in good standing;

OR

A law firm, solo practice, in-house department, business entity or individual that wishes to retain freelance attorney services on a contract basis through ProQuo.

4.2 You may not use ProQuo’s service if:

You are a recruiter, staffing agency, or third party engaged in the hiring of attorneys.  ProQuo reserves the right to pursue all appropriate legal actions for violations of this term of our Terms of Service.

You are an attorney who is currently inactive, suspended or disbarred.

4.3 You are obligated to report to ProQuo any previous, current or pending disciplinary actions taken against you by your respective bar.

User-Generated Content

5.1 By posting content on our website, you represent and warrant that:

You have the right post all user-generated content you submit.  Specifically, that you have fully complied with any third party licenses relating to user-generated content.  You warrant that the user-generated content you submit will not infringe upon the intellectual property rights, privacy rights or publicity rights of any third party.

You expressly grant ProQuo and its successors a worldwide, sub-licensable, fully-paid and royalty-free, non-exclusive license to use, reproduce, display, modify, adapt and distribute your user-generated content in connection with ProQuo’s business purpose.  This license does not grant ProQuo the right to sell user-generated content or otherwise distribute it outside of our website.  This license will terminate at the time the content is removed from the website.

ProQuo reserves the right to remove any user-generated content which, in ProQuo’s sole discretion, violates any ProQuo policy or is in any way harmful, inappropriate or objectionable.  ProQuo further reserves the right to make formatting edits and change the manner in which user-generated content is displayed on the website.

5.2 You agree that you will not use ProQuo’s website or services to transmit any content that:

Is unlawful or promotes unlawful activity;

Defames, harasses, abuses, threatens, or incites violence towards any individual or group;

Is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;

Is spam, is machine or randomly generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling;

Contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;

Infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights;

Impersonates any person or entity, including any of our employees or representatives; or

Violates the privacy of any third party.

Payment and Transactions

6.1 ProQuo is not a party to contracts between Customers and Freelance Attorneys.  Such contracts are solely between the Customer and the Freelance Attorney.

6.2 Customers prepay for one or more Projects.  Payment will not be released to the Freelance Attorney until the Project Submission has been reviewed and approved by the Customer.

6.3 When a Project is submitted as complete by the Freelance Attorney, ProQuo will notify the Customer that the Project is complete.  The Customer will then have 7 days to review the Project Submission and pay the agreed-upon amount or request changes.  If the Customer takes no action after 7 days, ProQuo has the right to release payment to the Freelance Attorney.

If the Customer timely requests changes to the Project Submission, the Freelance Attorney will make modifications to fit the Customer’s reasonable expectations and submit a Revised Project Submission.  The Customer has 7 days to accept the Revised Project Submission or request revisions.  If the Customer takes no action within 7 days, the Revised Project Submission is considered accepted by the Customer.

6.4 ProQuo agrees to provide the Customer with an itemized Project Submission and pay the applicable Freelance Attorney the full amount received, minus our fee of 9.9%.

Exclusivity and Non-Circumvention

7.1 You agree not to circumvent the payment methods offered by ProQuo.  Freelance Attorneys must use ProQuo for all services related to Customers retained through ProQuo.  Freelance Attorneys who accept or solicit payments outside of ProQuo from Customers retained through ProQuo will be banned from using ProQuo’s services.  Customers are encouraged to report any Freelance Attorney who accepts or solicits such payment, as doing so is a violation of our Terms of Service.

7.2 Customers and Freelance Attorneys who wish to work together outside of ProQuo may buy out of this agreement.   Email info@proquo.org for buyout terms.

Dispute Resolution

8.1 ProQuo is not a party to contracts between Customers and Freelance Attorneys.  ProQuo is not a party to disputes between Customers and Freelance Attorneys.  ProQuo is not liable for disputes between Customers and Freelance Attorney.

8.2 Any disputes between Customers and Freelance Attorneys shall be resolved according to these Terms of Service.

8.3 ProQuo encourages the parties to a dispute to resolve their dispute through amicable negotiation and proactive communication.

8.4 A party shall raise a dispute by emailing info@proquo.org with “Customer Service Intervention Request” in the subject line and submitting all relevant supporting documents.  If ProQuo chooses to accept the “Customer Service Intervention Request,” ProQuo will notify the counter-party to the dispute.  Upon receiving notice of the dispute, the counter-party will have 3 days to submit a counter notice and the relevant supporting documents.

8.5 ProQuo has the right to unilaterraly determine whether any supporting documents are sufficient to prove any issue in dispute and whether any party should be responsible.

8.6 Any dispute that cannot be resolved by negotiation between the parties within 30 days shall be submitted to a mediator of ProQuo’s choice. Failing settlement of the dispute within 30 days after mediation, the dispute shall be submitted by any party for final resolution by arbitration conducted by an arbitrator of ProQuo’s choosing.

8.7 The Customer and the Freelance Attorney agree to fulfill their obligations and to make the payments and submit the Deliverables as agreed.  If either party is in breach of the agreed obligations, the party in breach shall be responsible.  The party in breach shall be responsible to fulfill the obligations of the agreement (e.g. to make payments, submit deliverables, fix, exchange, return deliverables, make up shortages in the deliverables, make refunds).

8.8 If the Customer refuses to make payment for the full price or the remaining amount on the basis that the Deliverables received are not as agreed, the degree of responsibility for such non-compliance shall be decided on a case-by-case basis.  If the deliverables do not conform to the specifications of the Project Description, then the Freelance Attorney shall be responsible unless the Customer has prior knowledge or has agreed in advance.  If the Deliverables are counterfeit, inferior, infringe intellectual property rights of any third parties, or are materially difference from the Project Description as agreed, ProQuo shall have the right to impose penalties on the Freelance Attorney according to Section 8.9 of these Terms of Service, even if the Customer has prior knowledge or has agreed on such defects in advance.

8.9 If the Freelance Attorney or the Freelance Attorney and the Customer should be responsible any defaults, ProQuo shall have the right to immediately terminate the Freelance Attorney’s account without refund.

8.10 If the Customer or both the Customer and the Freelance Attorney should be responsible for any defaults, ProQuo will have the right to immediately terminate the Customer’s account without refund.

8.11 ProQuo has full discretion to handle any matters that have not been expressly addressed in these Terms of Service.

Insurance

9.1 Freelance Attorneys are not insured by ProQuo.  Freelance Attorneys are responsible for obtaining their own professional liability insurance.

Communications

10.1 We use email to communicate with our Users.  You agree to receive communications from ProQuo electronically via the email address you provided to ProQuo.  You agree that any electronic communications you receive from us satisfy any legal requirement that such communications be made in writing.

10.2 Any legal notices to ProQuo must be in writing and sent to:

ProQuo LLC
Legal Department
9187 Clairemont Mesa Blvd. #6742
San Diego, CA 92123

Changes to Terms of Service

11.1 ProQuo is an emerging business and may amend these Terms of Service.  Proquo reserves the right to change these Terms of Service at our sole discretion and without notice.  The most current version of our Terms of Service will be available on our website.  By continuing to use ProQuo’s service, you consent to any changes made to the Terms of Service.

Termination of Service

12.1 You may cancel your account and terminate your service at any time.  If you wish to delete your profile and user account data, please contact us at info@proquo.org.  We will retain your information as necessary to comply with our legal obligations, but will promptly remove your profile from our website.

12.2 ProQuo reserves the right to terminate your access to any or all of our services at any time, for any reason, with or without notice.

12.3 Termination of your relationship with ProQuo does not affect your relationships with any Customer you have retained through ProQuo.  All legal, contractual and ethical duties survive termination of your relationship with ProQuo.

Digital Millennium Copyright Act (DCMA)

13.1 If you believe that any content on this website violates your intellectual property rights, please notify ProQuo in accordance with the Digital Millennium Copyright Act (DCMA) and the “9.  Communications” section above.

13.2 ProQuo respects the intellectual property rights of others and may terminate users who are found to be repeat infringers.

Choice of Law

14.1 This agreement is governed by California law.

Arbitration Agreement

15.1 Any disputes between you and ProQuo arising out of this agreement must be resolved by binding arbitration as described in this section.

15.2 This agreement to arbitrate is to be interpreted broadly and includes, but is not limited to, all claims and disputes regarding your use of the ProQuo website.

15.3 You agree that by entering this agreement, you and ProQuo are each waiving your right to a trial by jury or to participate in a class action.  You and ProQuo agree that each may bring claims against the other only in an individual capacity, and not as a Plaintiff or class member in any purported class or representative proceeding.

15.4 Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted.

15.5 The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction.

15.6 In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the State or Federal courts located in San Diego County, California.

Ethics and Compliance

16.1 Conflicts of Interest.  California Rule of Professional Conduct 3-310 governs attorney conflicts and prohibits an attorney from accepting or continuing to represent a client if there is a conflict or potential conflict affecting the attorney’s representation.  When a Freelance Attorney works for a firm, that firm’s client is the Freelance Attorney’s client for conflicts purposes.  Freelance Attorneys are required to maintain accurate matters of records and clients and are prohibited from working on any matter adverse to current and former client interests.

16.2 Aiding and Abetting in the Unlawful Practice of Law.  California Business and Professions Code  6125 provides that “No person shall practice law in California unless the person is an active member of the State Bar.”  Under California Rule of Professional Responsibility 1-120, no member may “assist in, solicit, or induce any violation” of the rules of professional conduct or the State Bar.  California Rule of  Professional Conduct 1-300(A) states, “A member shall not aid any person or entity in the unauthorized practice of law.”  These laws apply when California law firms contract with attorneys not admitted in California.  If the Freelance Attorney makes an appearance, then the attorney must be admitted in California.  Otherwise, law firms are permitted to contract for legal services from non-admitted attorneys so long as the law firm is ultimately responsible for the Freelance Attorney’s work product.  San Diego County Bar Association Ethics Opinion 2007-1 (“The attorney does not aid in the unauthorized practice of law where he retains supervisory control over and responsibility for those tasks constituting the practice of law.”)

16.3 Duty to Inform the Client.  According to COPRAC Formal Opinion 2004-165, an attorney must inform a client that he has hired a Freelance Attorney if using the Freelance Attorney is a “significant development” in the representation.  Whether hiring a Freelance Attorney constitutes a “significant development” is determined by the factors outlined in COPRAC Opinion 1994-138, including whether: (1) responsibility for overseeing the client’s matter is being changed; (2) the new attorney will be performing a significant portion or aspect of the work; or (3) staffing of the matter has been changed from what was specifically represented to or agreed with the client.  Because the “significant development” inquiry is fact specific, ethical rules suggest that firms inform clients when using Freelance Attorneys for matters beyond research and writing.

16.4 Fees Charged to the Client.  There are several ways law firms can bill their client for work performed by a Freelance Attorney: (1) the firm absorbs the cost; (2) the cost is passed directly on to the client; (3) the cost is marked up and passed on to the client; or (4) a flat fee cost is passed on to the client.  Each of these fee arrangement are ethical in California if the total fee is not unconscionable pursuant to California Rule of Professional Responsibility 4-200, and the attorney satisfies the requirements set forth under California Business and Professions Code 6147-6148 & 6068(m).

16.5 Duty to Preserve Client Confidences.  Business and Professions Code 606(e) holds that every attorney has a duty to preserve his clients’ secrets.  Freelance Attorneys are required preserve all client confidences.  See Los Angeles County Bar Association Formal Opinion 518 (“Confidential information can be disclosed to outside contractors so long as the outside contractors agree to keep the client confidences and secrets inviolate.”)

16.6 Fee-Splitting and Financial Arrangement.  Ethics Opinions all come to the same conclusion that fee-splitting rules, including Rule 2-200, are inapplicable when a law firm contracts with a Freelance Attorney company because the fee is not considered a “client fee.”  LACBA Opinion 518 (“the work being performed by company is indistinguishable from other types of services that an attorney might purchase, such as hourly paralegal assistance, research clerk assistance, computer research, graphic illustrations, or other services.”)  Even if the Freelance Attorney company is owned by non-lawyers, there is no “partnership” with the company pursuant to Rule 1-310 (forming a partnership with a non-lawyer) since the law firm has “merely purchased the services at a specified rate.”  Rule 1-320 (fee-splitting with a non-lawyer) is inapplicable because the law firm “has contracted for services, at an hourly rate, from company.”  ABA Opinion No. 88-356 also states that even if the “agency” is paid one amount that is shared with the Freelance Attorney, the agency will not be guilty of fee-splitting because the money is not a “legal fee” paid by the client.  As such, if the law firm does not make payment to the company contingent upon payment by the ultimate client, and if the law firm makes sure to avoid any type of percentage or contingency relationship, it is ethically permissible.  See Chambers v. Kay, 29 Cal.4th 142 (2002).

 

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