Goodlawyer Policies

Fractional General Counsel Terms of Service

Date Last Modified:
August 28, 2024
Effective date:
September 9, 2024

These terms and conditions of service (these “FGC Terms”) constitute a contract between you and Goodlawyer Inc., a Canadian corporation ("Goodlawyer") for use of the FGC Platform.

1. Acceptance of these FGC Terms.

  1. By doing any of the following, you hereby expressly represent that you have carefully read, understood, accepted, and agreed to be bound by, these FGC Terms:
    1. using the Goodlawyer Services (defined below);
    2. signing up for, or logging into the FGC Platform; or
    3. submitting a lead on the Origination Credit submission form on the FGC Platform.
  2. If you do not accept these FGC Terms or if you do not adhere to all of the representations and warranties listed in section 8.2, you may not:
    1. use the Goodlawyer Services (defined below);
    2. sign up for, or log into the FGC Platform; or
    3. submit a lead on the Origination Credit submission form on the FGC Platform.
  3. Goodlawyer reserves the right in its sole discretion to revise, modify, and update these FGC Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to, and your continued use of, the Goodlawyer Services. You agree to periodically review these FGC Terms and your continued use of the Goodlawyer Services shall be your acceptance of these FGC Terms.
  4. These FGC Terms adopt and incorporate by reference any further rights and obligations between you and Goodlawyer as prescribed in the FGC Platform, as they may be amended from time to time, and/or any Mandates. Notwithstanding the foregoing, if any prescribed rights and obligations in the FGC Platform, or any rights and obligations of any Mandate conflict with any rights and obligations in these FGC Terms, the order of precedence is: (a) the Mandate; (b) these FGC Terms; (c) the prescribed details in the FGC Platform; and (d) the remaining non-conflicting rights and obligations of the relevant Mandate.

2. Applicability of these FGC Terms.

These FGC Terms apply exclusively to your use of the FGC Platform (defined below) operated and maintained by Goodlawyer. The FGC Platform is distinct from the Marketplace Platform, which operates under separate terms and conditions. By using the FGC Platform, you acknowledge that these FGC Terms govern only the services, interactions, and transactions specific to the FGC Platform and do not extend to the activities or services offered on the Marketplace Platform.

3. Definitions.

  1. “Business” means the provision of technology-driven marketing, practice management, administrative, and client generation solutions for lawyers, paralegals, or other legal professionals or other legal services providers, or any company or entity developing software (or software as a service) to provide such marketing, practice management, administrative, and client generation solutions for lawyers, paralegals, or other legal professionals or legal services providers in Canada.
  2. “Counsel” refers to a licensed lawyer or professional corporation legally entitled to perform, and has agreed to perform, Legal Services for a Customer and has a registered account on the FGC Platform.
  3. “Customers” or "Customer" means New Customer(s) and/or Existing Customer(s), whereby the terms are used interchangeably and include both the plural and singular forms, depending on the context.
  4. “Customer Data” means any and all information related to the Customers, including but not limited to personal information, contact details, transactional data, preferences, feedback, and any other data that can identify or be associated with the Customers. Customer Data shall encompass information directly sent by the Customer to the Lawyer, as well as any data collected about the Customer through the interaction with Goodlawyer's services, platforms, or products.
  5. “Effective Date” means the date which is the earlier of any of the following:
    1. The date on which you first used the Goodlawyer Services after these FGC Terms were in effect;
    2. The date on which you first signed up for, or logged into, the FGC Platform after these FGC Terms were in effect; or
    3. The date on which you submitted a lead on the Origination Credit submission form on the FGC Platform
  6. “Existing Customer” means a Person that, at the time of the Introduction:
    1. has an active business relationship with Goodlawyer;
    2. had a prior contractual or business relationship with Goodlawyer;
    3. had a registered account with any of the Platforms;
    4. is listed in Goodlawyer’s customer relationship management system as having been contacted or been in contact with Goodlawyer personnel;
    5. previously purchased or otherwise engaged in transactions for Goodlawyer’s products or services;
    6. had been in communications with Goodlawyer personnel prior to the Introduction, regardless of the nature or duration of such prior communication; or
    7. is already assigned as a New Customer to another member or account on the FGC Platform.
  7. “FGC Platform” means the Fractional General Counsel web-application located at the websites http://fgc.goodlawyer.ca, and its subdomains, or such other URL as Goodlawyer may notify you about from time to time.
  8. “FGC Services” means:
    1. the services that Goodlawyer provides to the Customer as the billing and customer success agent in connection with a Mandate; and
    2. the Legal Services that a Counsel provides to the Customer.
  9. “Fixed Fee Mandate” means any contractual agreement entered into by and between a Counsel, Goodlawyer, and a Customer, wherein the Counsel is engaged in a fractional counsel capacity for a fixed number of hours within a specified time period at a predetermined and agreed-upon fee, and such services are facilitated by Goodlawyer. For further clarity, Fixed Fee Mandates shall exclude any services purchased by Customers on the Marketplace Platform.
  10. “Goodlawyer Services” means the services provided to you as further described in section 4.2.
  11. “Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, and (iv) any stock exchange.
  12. “Introductions” means your initial referral, recommendation, or communication to a prospective customer or client to Goodlawyer who is not an Existing Customer, in order to make them aware of, or purchase the FGC Services.
  13. “Legal Fees” means the Monthly Fixed Fee and/or the Variable Fee that Goodlawyer has collected from the Customer on behalf of the Counsel who is performing Legal Services for the applicable Customer, and which Goodlawyer shall remit to the Counsel pursuant to these FGC Terms;
  14. “Legal Services” means the services provided by Counsel to a Customer, as listed either in a Mandate, or the applicable Counsel’s account on the FGC Platform.
  15. “Mandate” means Fixed Fee Mandate(s) and/or Pay-As-You-Go Mandate(s), whereby both terms are used interchangeably and include both the plural and singular forms, depending on the context. For further clarity, Mandates shall exclude any services purchased by Customers on the Marketplace Platform.
  16. “Marketplace Platform” means the Marketplace network located at the websites https://app.goodlawyer.ca/, and its subdomains, or such other URL as Goodlawyer may notify you about from time to time.
  17. “Master Services Fees” means all or any (as the context may allow) of the following fees that you must pay to Goodlawyer (only if the corresponding Legal Fees have been successfully collected from the Customer), including but not limited to, the following:
    1. If you have agreed to provide Legal Services to a Customer pursuant to a Fixed Fee Mandate, the fixed fee amount per month listed either on the FGC Platform or the invoices for the applicable Fixed Fee Mandate;
    2. If you have agreed to provide Legal Services to a Customer over and above the fixed number of hours on your Fixed Fee Mandate, the prescribed percentage of your Legal Fee Rate as listed on the FGC Platform or the invoices for the applicable Fixed Fee Mandate; and
    3. If you have agreed to provide Legal Services to a Customer pursuant to a Pay-As-You-Go Mandate, the prescribed percentage of your Legal Fee Rate as listed on the FGC Platform or the invoices for the applicable Pay-As-You-Go Mandate.
  18. “Monthly Fixed Fee” means the fixed recurring charges imposed on the Customer for the Legal Services under a Fixed Fee Mandate.
  19. “New Customer” means a Person who:
    1. was not an Existing Customer of Goodlawyer at the time of your Introduction;
    2. was verified by Goodlawyer personnel to have been Introduced by you;
    3. purchased FGC Services from Goodlawyer after your Introduction; and
    4. whom Goodlawyer, in its sole and absolute discretion, has deemed to be a New Customer.

    For further clarity, Goodlawyer shall have the exclusive discretion to determine whether you have genuinely Introduced, generated, or originated a New Customer, and upon such determination, Goodlawyer shall assign such New Customer to you on Goodlawyer’s customer relationship management system and/or its internal platforms and/or the FGC Platform.

  20. “Origination Credit Pay Period” means the designated timeframe during which your earned Origination Credits are calculated and paid out by Goodlawyer.
  21. “Origination Credit Program” shall refer to the incentive system established by Goodlawyer, under which you are rewarded for Introducing New Customers to Goodlawyer.
  22. “Party,” or “Parties” means you and/or Goodlawyer whereby such terms are used interchangeably and include both the plural and singular forms, depending on the context.
  23. “Pay-As-You-Go Mandate” shall refer to any contractual agreement entered into by and between a Counsel, Goodlawyer, and a Customer, wherein the Counsel is engaged in a fractional counsel capacity for the provision of Legal Services on an as-needed basis, with the Customer being billed for the actual time and services rendered, with fees determined based on the hourly rate or other agreed-upon pricing structures, without a predetermined limit on the number of hours or specific time periods, and such services are facilitated by Goodlawyer. For further clarity, Pay-As-You-Go Mandates shall exclude any services purchased by Customers on the Marketplace Platform.
  24. “Person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability corporation, unlimited liability company, joint stock company, trust, unincorporated association, joint venture, or other entity or Governmental Entity, and pronouns have a similarly extended meaning.
  25. “Platform Fee” means charges that Customer pays Goodlawyer for the services that Goodlawyer provides to the Customer as the billing and customer success agent in connection with a Mandate, including but not limited to the Customer’s access to the Goodlawyer talent network, invoicing services, utilization reporting, and customer success activities. The amount and terms of the Platform Fee shall be prescribed in the Mandate and may vary depending on the level of services provided by Goodlawyer to the Customer.
  26. “Platforms” means the FGC Platform, the Marketplace Platform, and/or any other platform managed and/or operated by Goodlawyer from time to time, whereby all such terms are used interchangeably and include both the plural and singular forms, depending on the context.
  27. “Termination Date” means the earlier of the following dates: (a) the exact date specified in the termination notice issued by you or Goodlawyer pursuant to these FGC Terms; (b) In situations where there is a notice period required (i.e., a termination for convenience pursuant to section 11.2), the Termination Date will be the final day of that notice period; (c) in situations where no notice period is required (i.e., a termination for cause pursuant to section 11.3), the Termination Date will be the same day the termination notice is issued; or (c) a date agreed upon by both Parties.
  28. “Third-Party Software” means any software, applications, tools, or digital services developed and provided by entities other than Goodlawyer, which you may be required to purchase, license, or subscribe to independently in order to access, use, or fully participate in Goodlawyer Services.
  29. “User Data” means data:
    1. that you input into, or cause to interface with, the FGC Platform,
    2. you upload, or otherwise transfer, process, use, or store in connection with your FGC Platform account, or
    3. that Goodlawyer collects from you.
  30. “Variable Fee” means the fees paid by Customer in consideration for Legal Services that are not the Monthly Fixed Fee such as the additional hourly fees provided by the Counsel to the Customer above and beyond the Monthly Fixed Fee on a Fixed Fee Mandate, or the rates a Customer must pay to Goodlawyer in exchange for the Legal Services provided under a Pay-As-You-Go Mandate.
  31. “you” or “your” means the individual or legal entity using the Goodlawyer Services or making payment of the Master Services Fees in consideration of the Goodlawyer Services on the FGC Platform.

4. Services.

  1. Access and Use of the FGC Platform. Subject to and conditioned on your compliance with the terms and conditions of these FGC Terms, Goodlawyer hereby grants you a non-exclusive, non-transferable (except in compliance with Section 13.3) right to access and use the FGC Platform during the Term, solely for use by you in accordance with the terms and conditions herein.
  2. Goodlawyer Services. Goodlawyer shall use commercially reasonable efforts to provide access to the FGC Platform and the following services to you (collectively, the “Goodlawyer Services”):
    1. certain accounts receivable management and collections support services to support the remittances to you of any Legal Fees owing to you under any Mandate;
    2. certain accounts receivable management and collections support services in respect of remittances to you of any Origination Credits owing to you under these FGC Terms;
    3. certain services and activities in connection with the promotion and marketing of your Legal Services to Customers;
    4. certain services and activities to solicit the ongoing purchase of your Legal Services by Customer;
    5. certain operational support services that are consistent with Goodlawyer’s standard Counsel support practices;
    6. certain quality control and customer success services, including the collection of and the sharing of Customer feedback, reports, and reviews;
    7. certain dispute resolution services in respect of potential conflicts between you and Customer in connection with any Mandate; and
    8. periodic training activities and opportunities relevant to your Legal Services.
  3. Your Obligations. In return for the Goodlawyer Services, you shall
    1. respond to and provide such information as Goodlawyer reasonably requests for Goodlawyer to perform the Goodlawyer Services under these FGC Terms;
    2. cooperate with Goodlawyer in all matters relating to the Legal Services and the Goodlawyer Services;
    3. provide to Customer the Legal Services;
    4. use Goodlawyer’s Platforms and such Third-Party Software as reasonably required for Goodlawyer to perform its obligations under these FGC Terms;
    5. keep accurate records of all Legal Services delivered in connection with any Mandate and submit to Goodlawyer periodic reports indicating the time spent performing Legal Services for the Customer ("Utilization Reports");
    6. you shall use and maintain Customer Data solely for the purposes of the delivery of Legal Services and in accordance with these FGC Terms, the applicable rules and standards set forth in the professional code of conduct of your respective law society, as well as all applicable laws, including but not limited to Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) (“PIPEDA”), Personal Information Protection Act, SA 2003, c P-6.5 (“AB PIPA”), and Personal Information Protection Act, SBC 2003 Chapter 63 (“BC PIPA”);
    7. you shall ask for the Customer’s consent before representing any new or existing clients in matters that are directly or indirectly adverse to the legal interests of the Customer for which you are providing Legal Services;
    8. not disclose or permit any employee, contractor, agent, or other third parties over which you control, to disclose the Customer Data, or any part of it, other than to authorized employees or subcontractors who have agreed to abide by the Mandate or these FGC Terms;
    9. maintain administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data in accordance with these FGC Terms, the applicable rules and standards set forth in the professional code of conduct of your respective law society, as well as all applicable laws, including but not limited to PIPEDA, AB PIPA, and BC PIPA;
    10. during the Term, you shall, at your own expense, maintain and carry professional liability insurance in accordance with the requirements of your law society or societies to which you are registered and subject;
    11. you shall comply with all applicable rules and standards set forth in the professional code of conduct of your respective law society; and
    12. abide by all terms and conditions stipulated in these FGC Terms.
  4. Use Restrictions. You shall not use the Goodlawyer Services for any purposes beyond the scope of the access granted in these FGC Terms. You shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the FGC Platform or related documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the FGC Platform or related documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the FGC Platform, in whole or in part; (iv) remove any proprietary notices from the FGC Platform or related documentation; or (v) use the FGC Platform or related documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  5. Subject to the restrictive covenants set out in the applicable Mandate, nothing shall prevent you from performing for yourself or acquiring from other providers the same or similar services, nor prevent Goodlawyer from providing the same or similar services to other customers (subject to confidentiality, intellectual property, and conflict of interest obligations set forth below).

5. Fees and Invoicing.

  1. In consideration of your provision of the Legal Services to the Customer, Customer shall pay to you the Legal Fees set forth in the applicable Mandate, which Goodlawyer shall collect from the Customer on your behalf. Goodlawyer shall issue invoices, on your behalf, to Customers for which you are performing Legal Services, in accordance with the schedule specified in the Mandate. Notwithstanding anything to the contrary in these FGC Terms, and without prejudice to any other right or remedy you have or may have, any Legal Fees owing to you shall only be remitted to you upon successful collection of such amounts from Customer and Goodlawyer shall not be liable to you for any unpaid Legal Fees that were not collected from any Customer who did not make payment on their Mandate.
  2. In consideration of the provision of the Goodlawyer Services to you and the rights granted to you under these FGC Terms, you shall pay to Goodlawyer the Master Services Fees agreed to with Goodlawyer and set forth in the FGC Platform or the invoices for the applicable Mandate. However, payment of the Master Services Fees is only required if Goodlawyer receives unconditional payment of the corresponding Legal Fees from the Customer. Goodlawyer shall invoice you for accrued Master Services Fees (“Goodlawyer Invoices”) periodically once Goodlawyer has received unconditional payment from the Customer of any corresponding Legal Fees owing by Customer on the applicable Mandates.
  3. The prices, terms, and conditions under which Goodlawyer offers or sells any FGC Services to the Customer shall be determined by Goodlawyer in its sole discretion. Goodlawyer shall have the authority to control all discussions and negotiations with Customers regarding any proposed or actual offering or sale of FGC Services. Nothing in these FGC Terms shall obligate Goodlawyer to actually offer or sell any FGC Services or consummate any transaction with any potential client or Customer. Goodlawyer may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of FGC Services without any liability or obligation to pay compensation to you under this section 5 or otherwise.
  4. Taxes
    1. You shall be responsible for all goods and services tax, harmonized sales tax, provincial sales taxes, use, and excise taxes, and any similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or municipal Governmental Entity or regulatory authority on any amounts payable by you under these FGC Terms, including but not limited to remittances of any such taxes, duties, or charges to the applicable authority. In no event shall either Party pay or be responsible for any taxes, statutory withholdings, deduction, or remittances, imposed on, or with respect to, the other Party's income, revenues, gross receipts, personnel, or real or personal property or other assets.
    2. You acknowledge that Goodlawyer will not provide you with any manner of workers’ compensation, nor will Customer or Goodlawyer be withholding from any amounts payable under these FGC Terms, any federal, provincial, local or foreign taxes, including but not limited to, any Canada Pension Plan contributions, Employment Insurance payments, or any duties, tariffs, levies and similar assessment taxes. You agree to be solely responsible for any and all such amounts and agrees to fully indemnify and hold Goodlawyer harmless from and against all such amounts, as well as from and against any and all claims arising out of the disability or injury of any of your employees, contractors, or agents to the extent that such indemnity is enforceable at law.
  5. Set Off. You authorize Goodlawyer, at its discretion and without further notice to you, to set off any accrued fee obligations owed to you (i.e., from Legal Fee Invoices, Origination Credit Invoices, disbursements, reimbursements for expenses, or due to a claim or dispute with you) against any accrued fee obligations owing to Goodlawyer under Goodlawyer Invoices or due to a claim or dispute with you, relating to your breach. For further clarity, Goodlawyer reserves the right to offset any amounts due to you against any amounts owed by you to Goodlawyer. In the event of any dispute regarding the amounts owed, Goodlawyer’s determination shall be final and binding, subject to any rights you may have under applicable law.
  6. Currency. Except as otherwise expressly provided in these FGC Terms, all dollar amounts referred to in these FGC Terms are stated in Canadian currency.

6. Intellectual Property.

  1. For the purposes of this Section 6,
    1. “Goodlawyer IPRs” mean all intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights in and to all documents, work product, and other materials that are delivered to you under these FGC Terms or prepared by or on behalf of Goodlawyer in performing the Goodlawyer Services.
    2. “Your IPRs” mean all intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights in and to all documents, work product, and other materials that are delivered to Goodlawyer or Customer under these FGC Terms.
  2. Except as set out in this Section 6, you shall not acquire any right, title or interest in or to Goodlawyer IPRs and Goodlawyer shall not acquire any right, title or interest in or to your IPRs.
  3. Goodlawyer grants to you, or shall procure the direct grant to you of, a non-exclusive, non-transferable licence to use the FGC Platform and the Third-Party Software during the Term (as defined in Section 11.1). You shall not, and shall not permit any other Person to, access or use the FGC Platform except as expressly permitted by these FGC Terms and, in the case of Third-Party Software, the applicable third-party licence agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not:
    1. copy, modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the FGC Platform;
    2. reverse engineer, disassemble, decompile, or decode the FGC Platform, or otherwise attempt to derive or gain access to the source code of the FGC Platform or any part of it; or
    3. use the FGC Platform for purposes of competitive analysis of the software, the development of a competing software product or service or any other purpose that is to Goodlawyer’s commercial disadvantage.
  4. During the course of these FGC Terms, you agree to provide and Goodlawyer will solicit your input regarding software, products, services, business or technology plans, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of software, products and/or services, or input as to whether you believe Goodlawyer’s development direction is consistent with their own business and IT needs, the technology marketplace in general, and the like (collectively “Feedback”). You acknowledge and agree that any information disclosed by Goodlawyer during discussions related to Feedback shall be considered Confidential Information and shall be protected from disclosure in accordance with the terms of these FGC Terms. In order for Goodlawyer to utilize the Feedback, you grant to Goodlawyer a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense and disclose such Feedback in any manner Goodlawyer chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of in any manner and via any media Goodlawyer chooses, without reference to the source. Goodlawyer shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind with respect to you and/or its representatives.
  5. Third-Party Software is not developed or owned by Goodlawyer, and its acquisition, maintenance, and use are subject to the terms and conditions set forth by the third-party provider. Goodlawyer is not responsible for the functionality, availability, or security of such Third-Party Software.
  6. Goodlawyer may from time to time make Third-Party Software available to you. For purposes of these Terms, such Third-Party Software are subject to their own terms and conditions. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products.
  7. Goodlawyer acknowledges that, as between you and Goodlawyer, you own all right, title, and interest, including all intellectual property rights, in and to your User Data. You hereby grant to Goodlawyer a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display your User Data and perform all acts with respect to your User Data as may be necessary for Goodlawyer to provide the Goodlawyer Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display your User Data incorporated within the Aggregated Statistics (defined below).
  8. Notwithstanding anything to the contrary in this Agreement, Goodlawyer may monitor your use of the Goodlawyer Services and collect and compile User Data in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the FGC Platform (“Aggregated Statistics”). As between Goodlawyer and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Goodlawyer. You acknowledge that Goodlawyer may compile Aggregated Statistics based on User Data input into the FGC Platform. You agree that Goodlawyer may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your Confidential Information.

7. Confidential Information.

  1. All non-public, confidential or proprietary information of either Party, including but not limited to the presence and amount of the Master Services Fee ("Confidential Information"), including, but not limited to, information about such Party's business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with these FGC Terms, and whether or not marked, designated, or otherwise identified as "confidential," is confidential, solely for use in performing these FGC Terms and may not be disclosed or copied unless authorized by the Disclosing Party in writing. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care.
  2. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party's breach of these FGC Terms; (b) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Disclosing Party's disclosure under these FGC Terms; (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed under applicable federal, provincial, territorial, or municipal law, regulation or a valid order issued by a court or Governmental Entity of competent jurisdiction.
  3. The Receiving Party shall be responsible for any breach of this Section 7 caused by any of its employees, contractors, agents, or representatives.

8. Representations and Warranties.

  1. Goodlawyer Representations and Warranties. Goodlawyer represents, warrants and covenants to you that:
    1. it is incorporated and validly existing as a corporation under the laws and regulations of its jurisdiction of incorporation;
    2. it has the power and authority to enter into these FGC Terms, to grant the rights and licences granted under these FGC Terms and to perform its obligations;
    3. when accepted by you, these FGC Terms will constitute the legal, valid, and binding obligation of Goodlawyer, enforceable against it in accordance with its terms.
  2. Your Representations and Warranties. You represent, warrant and covenant to Goodlawyer that:
    1. you have the power and authority to enter into these FGC Terms, to grant the rights and licences granted under these FGC Terms and to perform your obligations hereunder;
    2. you, or the individual lawyer(s) from your professional corporation who is/are providing Legal Services, is qualified, active, and licensed as a lawyer in good standing in at least one jurisdiction of Canada under applicable laws and will maintain such qualification, license, and practice status for the Term; and
    3. you have obtained the necessary consent from the company or individual whose contact information you provided on the lead origination form on the FGC Platform to allow Goodlawyer to collect, use, and/or disclose their contact information.
  3. You acknowledge that failure to adhere to the above noted representations, warranties and covenants may result in the suspension or termination of your access to the Goodlawyer Services and your account with Goodlawyer pursuant to these FGC Terms.
  4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 8.1, 8.2, AND 4.3, (A) EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THESE FGC TERMS, AND (B) GOODLAWYER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY.

  1. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR:
    1. ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, AGGRAVATED, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR
    2. DIRECT DAMAGES OF MORE THAN THE AGGREGATE AMOUNTS PAID OR PAYABLE BY YOU TO GOODLAWYER IN THE 3 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  2. GOODLAWYER'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT FINALLY RECOVERED BY GOODLAWYER UNDER ITS APPLICABLE INSURANCE POLICY OR POLICIES IN RESPECT OF ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES) INCURRED BY YOU. THE PARTIES AGREE THAT THIS SECTION 9.2 REPRESENTS A FAIR AND REASONABLE ALLOCATION OF RISK AND LIABILITY BETWEEN THE PARTIES, CONSIDERING THE NATURE OF THE SERVICES TO BE PROVIDED, THE FEES PAYABLE BY YOU, AND THE AVAILABILITY AND COST OF INSURANCE COVERAGE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE NON-BREACHING PARTY'S REMEDIES UNDER THIS AGREEMENT FAIL​ OF THEIR ESSENTIAL PURPOSE.

10. Relationship of the Parties.

  1. The Parties are independent contractors, and nothing contained in these FGC Terms shall be construed as creating any agency, partnership, joint venture, employment, or fiduciary relationship between them. Neither Party shall be authorized to contract for or bind the other in any way.
  2. You acknowledge that you are an independent contractor and not an employee or dependent contractor of Goodlawyer. The provisions of any employment legislation, including common law principles applicable to employment relationships (like entitlement to reasonable notice of termination), do not apply. You are responsible for providing and maintaining all tools and materials required to perform the Legal Services. If you use tools provided by Goodlawyer, such as software or hardware, this does not create an employment relationship.
  3. You agree that you are not an employee of Goodlawyer for any purpose, including within the meaning of the Income Tax Act (Canada), the Employment Insurance Act (Canada), the Canada Pension Plan Act (Canada), or any other relevant statute (collectively, the “Acts”). Goodlawyer shall not withhold from payments to you any amounts required to be withheld from the salary or wages of an employee under the Acts. Therefore, you are not entitled to employee benefits like vacation pay, holiday pay, incentive plans, or other benefits provided to Goodlawyer employees.

11. Term and Termination.

  1. Term. These FGC Terms commence on the Effective Date and continue for an indefinite period of time unless and until earlier terminated as provided under these FGC Terms or applicable law (the “Term”) and remains in effect concurrent with the term specified in each active Mandate, unless terminated earlier in accordance with these FGC Terms.
  2. Termination for Convenience. Goodlawyer, in its sole discretion, may terminate these FGC Terms or any Mandate, in whole or in part, at any time by providing at least 30 days prior written notice to you.
  3. Termination for Cause. Any Party may terminate these FGC Terms or a Mandate, effective upon written notice to the other Party ("Defaulting Party"), if the Defaulting Party (a) materially breaches these FGC Terms, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach; (b) becomes insolvent; (c) admits its inability to pay its debts generally as they become due; (d) becomes subject to any bankruptcy proceeding; (e) is dissolved or liquidated; (f) makes a general assignment for the benefit of creditors; or (g) has a receiver, trustee, custodian, or similar agent appointed by court order to take charge of or sell any material portion of its property or business.
  4. Suspension. Notwithstanding anything to the contrary in this Agreement, Goodlawyer may temporarily suspend your access to any portion of the FGC Platform if: (i) Goodlawyer reasonably determines that (A) there is a threat or attack on the FGC Platform, (B) your use of the FGC Platform disrupts or poses a security risk to the FGC Platform or to any other Customer or Counsel of Goodlawyer, (C) you are using the FGC Platform for fraudulent or illegal activities, (D) subject to applicable laws, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Goodlawyer's provision of the Goodlawyer Services to you is prohibited by applicable law; (ii) any vendor of Goodlawyer has suspended or terminated Goodlawyer's access to or use of any third-party services or products required to enable you to access the FGC Platform (any such suspension described in subclause (i) or (ii) (a “Service Suspension”). Goodlawyer shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Goodlawyer Services following any Service Suspension. Goodlawyer shall use commercially reasonable efforts to resume providing access to the FGC Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Goodlawyer will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a Service Suspension.
  5. Effects of Termination or Expiration. Upon expiration or termination of these FGC Terms:
    1. all licences granted by either Party to the other under these FGC Terms or any Mandate will also expire or terminate, except to the extent that any licence has an express term that continues for a longer period or is perpetual;
    2. your account shall be removed from the Platforms;
    3. if you were collecting Originating Credits immediately prior to the Termination Date, your entitlement to Origination Credits shall be subject to section 18;
    4. Goodlawyer shall retain all rights, interests, and privileges pertaining to the relationship with the Customer, including, without limitation, the exclusive right to continue managing and servicing the Customer’s legal needs, shall remain unaffected and continue in full force and effect, notwithstanding your termination, departure or disassociation from the Platforms, irrespective of the circumstances surrounding such departure;
    5. you shall:
      1. pay all Master Services Fees owing to Goodlawyer for which the corresponding Legal Fees were collected from Customer before the Termination Date;
      2. if requested by Goodlawyer or Customer, provide reasonable cooperation and assistance to Goodlawyer and/or Customer, or to a Goodlawyer-nominated alternate service provider, in transitioning the Legal Services to an alternate service provider;
      3. deliver to Customer all documents, work product, and other materials, whether or not complete you prepared in the course of performing the Legal Services for which Customer has paid;
      4. return to Customer all Customer-owned property, equipment, or materials in your possession or control; and
      5. remove any of your property, equipment, or materials located at Customer's locations.
    6. Non-Disparagement. Neither Party shall, at any time during the Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the other Party or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations.
  6. Survival. The rights and obligations of the parties set out in this section 11.6 (Effects of Termination or Expiration), section 6 (Intellectual Property), section 7 (Confidential Information), section 8 (Representations and Warranties), section 9 (Limitation of Liability) and any right or obligation of the Parties in these FGC Terms which, by its nature, should survive termination or expiration of these FGC Terms, will survive any such termination or expiration of these FGC Terms or of a Mandate.

12. Force Majeure.

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached these FGC Terms, for any failure or delay in fulfilling or performing any term of these FGC Terms (except for any obligations of either Party to make payments to the other Party under these FGC Terms ), when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted Party's ("Impacted Party") reasonable control including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19); (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of these FGC Terms; (g) national or regional emergency; and (h) similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall resume performance under these FGC Terms as soon as reasonably practicable after the Force Majeure Event has been resolved or terminated.

13. Miscellaneous.

  1. Public Announcements. You consent to Goodlawyer's use of your trademarks, trade names, logos, symbols, and brand names in engagement proposals and marketing materials delivered directly to prospective Goodlawyer customers as well as Goodlawyer’s public announcements, press releases, or other newspaper, blog, magazine or social media publicity relating to the Legal Services or Goodlawyer Services without your prior consent.
  2. Notice. All notices, requests, consents, claims, demands, waivers, and other communications under these FGC Terms (each, a "Notice") shall be in writing and addressed to Goodlawyer at legal “at” goodlawyer “dot” ca and to you at the contact information with which you set up your account on the FGC Platform (or to any other address that may be designated by the receiving Party from time to time in accordance with this Section), and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
  3. Assignment. You may not assign, transfer, or delegate any or all of your rights or obligations under these FGC Terms or under any Mandate, including by operation of law, change of control, or merger, without the prior written consent of Goodlawyer. No assignment shall relieve the assigning Party of any of its obligations under these FGC Terms. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. Notwithstanding the foregoing, you may assign your rights or obligations under these FGC Terms to a professional corporation to which you hold a controlling interest in the voting shares as long as (a) you provide at least fourteen (14) days' prior written notice to Goodlawyer; and (b) if you are in the midst of a Mandate upon the date of Assignment, the individual providing the Legal Services to the Customer prior to such assignment continues to be the individual providing the Legal Services to the Customer after such assignment.
  4. Entire Agreement. These FGC Terms, together with any Mandates and the prescribed details relating to the applicable Mandates on the FGC Platform, are incorporated herein by reference, and constitute the sole and entire agreement of the Parties to these FGC Terms with respect to the subject matter contained in it, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
  5. Successors and Assigns. These FGC Terms shall be binding on and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
  6. No Third-Party Beneficiaries. These FGC Terms are for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing in these FGC Terms, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or because of these FGC Terms.
  7. Waiver. No waiver by any Party of any of the provisions in these FGC Terms shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these FGC Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these FGC Terms shall operate or be construed as a waiver of them; nor shall any single or partial exercise of any right, remedy, power, or privilege under these FGC Terms preclude any other or further exercise of them or the exercise of any other right, remedy, power, or privilege.
  8. Severability. If any term or provision of these FGC Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these FGC Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
  9. Governing Law. These FGC Terms, together with any Mandates and the prescribed details relating to the applicable Mandates on the FGC Platform, and all matters arising out of or relating to these FGC Terms, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada, as applicable, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Alberta.
  10. Language. In the event of any inconsistency between the provisions of this English language version of these and the provisions of a French language version of these FGC Terms, the provisions of this English language version of these FGC Terms shall prevail.
  11. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind in any way arising out of, from, or relating to these FGC Terms, together with any Mandates and the prescribed details relating to the applicable Mandates on the FGC Platform, the Goodlawyer Services provided under these FGC Terms, and all contemplated transactions, shall be instituted in the courts of the Province of Alberta, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth in Section 13.2 shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

EXHIBIT “A” ORIGINATION CREDIT PROGRAM

14. Your Eligibility for the Origination Credit Program.

  1. You shall be eligible to earn and receive payment of any Origination Credits under these FGC Terms if all of the following requirements are fulfilled:
    1. you have a registered account on the FGC Platform;
    2. you abide by all Goodlawyer terms and conditions, policies and procedures;
    3. you make an Introduction to a New Customer to Goodlawyer at least once every three (3) years;
    4. all the terms and conditions of these FGC Terms are fulfilled; and
    5. you are not in breach of the terms and conditions of these FGC Terms.

      6. Notwithstanding the foregoing, you shall not be eligible to receive Origination Credits if:

    6. you delete your account on the FGC Platform;
    7. you exercise your right to terminate these FGC Terms in accordance with section 11.3; or
    8. Goodlawyer has suspended or terminated your account on the FGC Platform.

15. Eligibility of an Introduction for Origination Credits.

  1. An Introduction that you make to Goodlawyer shall be eligible to earn and receive payment of any Origination Credits under these FGC Terms if all of the following requirements are fulfilled:
    1. a reasonable opportunity for engagement or transaction is facilitated;
    2. such Introduction is not to an Existing Customer;
    3. the New Customer purchases FGC Services; and
    4. the Mandate is purchased by the same corporate entity to whom the Introduction was made.

      5. Notwithstanding the foregoing:

    5. Origination Credits shall not be paid on any services that a New Customer purchases on the Marketplace Platform; and
    6. Goodlawyer shall have the exclusive discretion to decide (i) whether to award Origination Credits in any circumstance; (ii) the recognition of any Introduction for purposes of receiving Origination Credits; (iii) whether any referral, recommendation or communication to a prospective customer is an Introduction; and (iv) whether any prospective customer has an existing relationship with Goodlawyer.
  2. The prices, terms, and conditions under which Goodlawyer offers or sells any FGC Services to any New Customer shall be determined by Goodlawyer in its sole discretion. Goodlawyer shall have the authority to control all discussions and negotiations with New Customers regarding any proposed or actual offering or sale of FGC Services. Nothing in these FGC Terms shall obligate Goodlawyer to actually offer or sell any FGC Services or consummate any transaction with any potential client to which you make an Introduction. Goodlawyer may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of FGC Services without any liability or obligation to pay any Origination Credits to you pursuant to this Exhibit A or otherwise.

16. Calculation of Origination Credits.

In consideration for your Introduction of a New Customer to Goodlawyer,  on any Mandates purchased by such New Customer, Goodlawyer shall pay to you an amount equal to thirty percent (30%) of the Master Services Fee on the Mandates purchased by New Customers for which you made Introductions during the Term up to a maximum of six percent (6%) of the Legal Fees (the “Cap”) on the Mandates purchased by such New Customers during the Term (the “Origination Credits”), plus applicable taxes. Note that calculation of the Cap shall exclude any amounts collected by Goodlawyer on account of applicable taxes, disbursements, or any discounts or credits to a Customer’s account.

17. Payment of Origination Credits.

  1. At the end of each Origination Credit Pay Period, Goodlawyer shall generate an invoice on your behalf which shall automatically be delivered on your behalf to Goodlawyer for all accrued fee obligations owing to you under the Origination Credit Program, plus all applicable taxes (“Origination Credit Invoices”). Upon receipt of such Origination Credit Invoice, Goodlawyer shall pay the aggregate of all Origination Credits and sales taxes that had accrued to you during the Origination Credit Pay Period in which they were eligible to receive Origination Credits, with the exception of the following:
    1. In the event a New Customer of Goodlawyer disputes the amount of any Legal Fees charged to that New Customer’s account and Goodlawyer subsequently provides a credit to that New Customer, in which case any Origination Credits already paid out to you on such Legal Fees shall be deducted on a proportionate basis from the next payment of Origination Credits at the end of the next Origination Credit Pay Period;
    2. In the event a New Customer defaults on payment of any Legal Fees, you shall not receive payment of any Origination Credits on such amounts that remain uncollected; and
    3. If the New Customer makes payments to Goodlawyer in increments or installments, Goodlawyer shall pay you the corresponding pro rata portions of the Origination Credits in the next Origination Credit Pay Period following any incremental or installment payments by the New Customer toward their amounts owing to Goodlawyer.
  2. Notwithstanding anything to the contrary in these FGC Terms, and without prejudice to any other right or remedy you have or may have, any amounts owing under Origination Credit Invoices shall only be remitted to you upon successful collection of such corresponding amounts from Customer and Goodlawyer shall not be liable to you for any unpaid Origination Credits that were connected to any Legal Fees that were not collected from any Customer who did not make payment on their Mandate.

18. Termination Related to Origination Credit Program.

  1. Goodlawyer reserves the unilateral right to terminate the Origination Credit Program at any time, for any reason, and without prior notice.
  2. Goodlawyer reserves the sole discretion to terminate all Origination Credit payments to you if you have not introduced any New Customer to Goodlawyer for three (3) years. Goodlawyer may exercise this discretion at any time after the expiration of such three (3) year period, without the requirement of notice or further action.
  3. If you are providing Legal Services under any Mandate when a termination of the Origination Credit Program occurs pursuant to sections 18.1, or if your participation in the Origination Credit Program ends pursuant to section 18.2, you shall continue to provide such Legal Services until the expiration or termination of such Mandate in accordance with its terms and conditions therein.
  4. Upon the occurrence of: (i) the termination of the Origination Credit Program pursuant to sections 18.1, (ii) your participation in the Origination Credit Program ends pursuant to section 18.2 or (iii) any termination pursuant to section 11.2 or 11.3,
    1. the final amount of any Origination Credits due under these FGC Terms are limited specifically to the amount of Origination Credits on the Legal Fees collected by Goodlawyer from New Customers on or before the Termination Date; and
    2. you forfeit any rights to future Origination Credits on any Legal Fees of New Customers which may be collected, booked, or recognized by Goodlawyer subsequent to the Termination Date including those arising from prior Introductions.

19. Amendment of Origination Credit Program.

  1. Goodlawyer reserves the unilateral right, at its sole discretion and at any time during the Term, to amend, modify or make changes to, the Origination Credit Program at any time, for any reason, without prior notice, including but not limited to:
    1. upward or downward adjustments in quotas or goals, performance objectives or responsibilities, formulas, payout schedules, or other related matters affected by the Origination Credit Program;
    2. terms and conditions of the Origination Credit Program; and
    3. revise goals and strategies, to correct bona fide errors in these FGC Terms, and for any other reasonable business purpose as determined in the sole discretion of Goodlawyer.
  2. Goodlawyer retains the exclusive right to interpret, apply and implement the terms and conditions of the Origination Credit Program to specific situations.
  3. The rights granted under the Origination Credit Program cannot be assigned or transferred by way of sale, gift, exchange, encumbrance, or otherwise, to any other Person.
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