Terms of Use

Last Updated: June 27, 2023 (the “Effective Date”)

Thank you for visiting the Platform. Please read these Terms of Use (“Terms”) carefully. These Terms have important information about your legal rights, remedies, and obligations.

By accessing or using the Platform, you agree to follow and be bound by these Terms, our Terms of Service and all Applicable Laws and regulations.

If you have questions about these Terms, please email us at help@goodlawyer.ca.

These Terms are a legally binding agreement between you and Goodlawyer Inc. (“Goodlawyer”, “we”, “us”, or “our”) governing your access to, and use of the Platform. Your use of the Platform includes your use of the Website, any applicable web, mobile, tablet or other smart-device applications, and application program interfaces (collectively, the “Application”) and Platform Services.

Our collection and use of personal information in connection with your access to, and use of, the Platform is described in our Privacy Policy.

These Terms include and incorporate by reference these important documents, as they may be in effect and changed occasionally: our Privacy Policy, and the Retainer Agreement. Collectively, these Terms, our Privacy Policy, and Retainer Agreement, are known as the “Terms of Service”.

IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE PLATFORM.

We reserve the right in our sole discretion to revise and update the Terms of Service occasionally. Any such changes are effective upon posting and apply to all access, and continued use of, the Platform. You agree to periodically review the Terms of Service to be aware of any such changes. Your continued use of the Platform will be your acceptance of the then-current Terms of Service.

The Goodlawyer Content and the Platform may be changed, withdrawn, or terminated in our sole discretion without notice to you or any other User. We will not be liable if all or any part of the Platform is restricted to you or any other User or is unavailable at any time or for any period. Any revisions to the Terms of Service will take effect on the last noted Effective Date.

You are responsible for obtaining your own access to the Platform. You must ensure that all people who access the Platform through your internet connection are aware of, and follow, the Terms of Service. You are responsible for any security breaches or performance issues relating to your use of the Platform.

YOU UNDERSTAND THAT BY USING THE PLATFORM AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISIONS OF THESE TERMS (SUBJECT TO YOUR RIGHT TO OPT-OUT OF THE ARBITRATION PROVISION AS PROVIDED BELOW).

IF YOU USE THE PLATFORM ON BEHALF OF AN ORGANIZATION OR LAW FIRM YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF SUCH ORGANIZATION OR LAW FIRM AND IN DOING SO YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION OR LAW FIRM TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOURSELF AND THAT ORGANIZATION OR LAW FIRM TO THE TERMS OF SERVICE.

You may access the Platform using your mobile device and the Platform may let you receive messages on your mobile device. Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge its standard messaging, data, and other fees to enable you to use the Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply. Also contact your mobile device carrier with other questions about the Mobile Features.

You acknowledge that your use of the Mobile Features is subject to any terms in the terms of service of the third-party providing the mobile device on which the Platform operates. We shall not be liable to you if you do not have a compatible mobile device. Goodlawyer reserves the right to terminate your use of the Platform should you use the Platform with an incompatible or unauthorized device.

GOODLAWYER IS NOT A LAW FIRM, DOES NOT EMPLOY LAWYERS AND DOES NOT ENGAGE IN THE PRACTICE OF LAW OR THE PROVISION OF LEGAL SERVICES TO CLIENTS. GOODLAWYER DOES NOT GUARANTEE OR REVIEW THE QUALITY, SUITABILITY, SUFFICIENCY OR OUTCOME OF ANY LEGAL SERVICES BOOKED, CREATED OR DELIVERED USING THE PLATFORM SERVICES.

LEGAL SERVICES ARE SUBJECT TO INHERENT RISKS AND OTHER FACTORS BEYOND GOODLAWYER’S CONTROL. YOU ACKNOWLEDGE THAT GOODLAWYER DOES NOT DRAW LEGAL CONCLUSIONS, PROVIDE LEGAL ADVICE, OPINIONS OR RECOMMENDATIONS ABOUT THE LEGAL RIGHTS, REMEDIES, DEFENCES, OPTIONS, OR STRATEGIES APPLICABLE TO CLIENTS, OR APPLY THE LAW TO THE FACTS OF ANY CLIENTS’ PARTICULAR SITUATION.

GOODLAWYER IS NOT AUTHORIZED UNDER APPLICABLE LAWS TO ENGAGE IN THE PRACTICE OF LAW OR THE PROVISION OF LEGAL SERVICES.

Goodlawyer’s purpose is to enable Clients to identify and engage Lawyers for the affordable, transparent, and convenient delivery of Legal Services.

We provide the Platform Services, including hosting and maintaining the Website and the Application, which help with the booking, creation, and delivery of Legal Services. At the request of a Client the Platform Services enable Goodlawyer to provide such Client with some Lawyers available for booking regarding the delivery of Legal Services; however, Clients are ultimately responsible for selecting and engaging a Lawyer for the delivery of Legal Services.

Whenever a Client contracts for Legal Services with a Lawyer by booking Legal Services on the Platform (“Legal Service Contract”) such Legal Service Contract, and the rights and obligations of the Client and the Lawyer are subject to these Terms and the Retainer Agreement.

GOODLAWYER IS NOT A PARTY TO ANY LEGAL SERVICE CONTRACT FACILITATED BY THE PLATFORM SERVICES.

Without limitation, Clients have full discretion and autonomy to use the Platform Services and are solely responsible for their use of the Platform Services, including regarding: (i) any Legal Service Contract or booking of Legal Services with any Lawyer; (ii) determining, negotiating and finalizing the nature and scope of Legal Services to be delivered by a Lawyer under a Legal Service Contract; and (iii) liability for any Aggregate Fee payable under a Legal Service Contract.

Goodlawyer makes no representations about and does not guarantee, and you agree not to hold Goodlawyer responsible for: (i) the quality, safety, or legality of any Legal Services booked, created or delivered using the Platform Services; (ii) the qualifications, disciplinary background or practice status of any Lawyer; (iii) the competence or ability of any Lawyer to deliver Legal Services; or (iv) the willingness of any Lawyer to deliver Legal Services.

Without limitation, Lawyers have full discretion and autonomy to use the Platform Services and are solely responsible for their use of the Platform Services, including regarding: (i) the acceptance of any Legal Service Contract or booking for Legal Services; (ii) determining, negotiating and creating the final scope of Legal Services to be delivered for a Client under a Legal Service Contract; (iii) delivering Legal Services for a Client under a Legal Service Contract; and (iv) invoicing and billing a Client the Aggregate Fee payable under a Legal Service Contract.

Goodlawyer makes no representations about and does not guarantee, and you agree not to hold Goodlawyer responsible for: (i) the identity of any Client; (ii) the legal capacity of any Client to enter a Legal Service Contract; (iii) the ability or willingness of any Client to pay any Aggregate Fee; or (iv) any Ratings, Reviews, statements, or posts made by any Client.

AS GOODLAWYER DOES NOT ENGAGE IN THE PRACTICE OF LAW OR THE PROVISION OF LEGAL SERVICES, GOODLAWYER DOES NOT, AT ANY TIME, CREATE OR ESTABLISH A LAWYER-CLIENT RELATIONSHIP WITH ANY CLIENT NOR DOES GOODLAWYER OWE ANY CLIENT A SPECIAL DUTY OF CARE AS OTHERWISE REQUIRED BY SUCH A LAWYER-CLIENT RELATIONSHIP.

Access to the Platform Based on Location

At this time, the Platform is not intended for use by residents of the Province of Québec. The Platform should not be accessed outside of Canada and cannot be used for the provision of Legal Services in any country other than Canada.

Goodlawyer Content

Goodlawyer Content is provided for general information purposes only and should not be relied on as legal advice. You should obtain specific or professional advice before taking, or refraining from taking, any action, legal or otherwise, based on Goodlawyer Content. Many factors unknown to us may affect the applicability of any Goodlawyer Content to your particular circumstances and any use of such Goodlawyer Content is at your own risk. The Goodlawyer Content is not intended to be a substitute for professional advice. Always seek professional advice with specific questions you may have. You should not disregard professional advice or delay in seeking it because of something in the Goodlawyer Content.

Although we make reasonable efforts to update and maintain the Goodlawyer Content, we make no representations, warranties or guarantees, whether express or implied, that the Goodlawyer Content is correct, complete, reliable, or up to date. Your use of the Platform and the Goodlawyer Content is at your own risk and Goodlawyer has no responsibility or liability for this use.

The Website may include content provided by third-parties, including from other Users and third-party licensors. All statements or opinions expressed in any third-party content like this, other than the Goodlawyer Content, are solely the opinions and the responsibility of the individual or entity providing such content. Such content does not necessarily reflect the opinion of Goodlawyer. Goodlawyer is not responsible, or liable to you or any other party, for the content or accuracy of any third-party content.

You acknowledge, agree, and understand that Goodlawyer has no responsibility to verify the truth or accuracy of any information about any Lawyers as contained in the Goodlawyer Content. Goodlawyer provides no representations or warranties regarding the truth, quality, efficacy or accuracy of any information or Goodlawyer Content about any Lawyer.

Electronic Communications

You expressly consent and agree to accept and receive communications from us, including by email and via text (SMS) message, calls, and push notifications to the cellular telephone number you provided to us. By consenting to being contacted by us, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialling systems which may deliver pre-recorded messages, sent by or on behalf of Goodlawyer, its affiliated companies or other Users of the Platform, including, but not limited to, operational communications about your Account or use of the Platform, updates about new and existing features on the Platform, communications about promotions run by us and news about Goodlawyer and industry developments (collectively, “Notices”). You acknowledge that you do not have to consent to receive promotional messages as a condition of using the Platform.

You agree that we generally can send you Notices by email, text (SMS) message, calls, and push notifications to the cellular telephone number you provided to us or by posting Notices to the Platform. You agree that any Notice like this will satisfy any legal requirement that such communication be in writing. The delivery of any Notice from us is effective when sent by us, whether or not you read the Notice, when you receive it or whether you receive the Notice. Your only method of withdrawing consent to receive Notices is to terminate any registrations, subscriptions or services provided through the Platform.

You must register and activate an Account to access and use certain features of the Platform. You acknowledge that Goodlawyer reserves the right to refuse service to anyone and to cancel User access at any time, subject to any restrictions under Applicable Laws.

Registration and Acceptance

You understand that by using the Platform, including by creating a Client Account or Lawyer Account, you agree to be bound by and abide by the Terms of Service. If you use the Platform on behalf of an Organization or law firm, including by creating a Client Account or Lawyer Account as an agent on behalf of an Organization or law firm, you agree to the Terms of Service on behalf of such Organization or law firm and in doing so you represent and warrant you have the authority to bind that Organization or law firm to the Terms of Service and agree that you are binding both yourself and that Organization or law firm to the Terms of Service.

To register and activate an Account for the Platform, you must complete the Account profile and provide all requisite information. You must provide Goodlawyer with this proof of identity as we may reasonably request occasionally and agree to supply true, correct, and complete information on your Account profile and all registration and other forms you access on the Platform or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness.

You agree not to supply any false or misleading information about your identity, qualifications or location, your business, or your skills and to correct any information like this that is or becomes false or misleading. If you provide any false or misleading information, we reserve the right to remove or disable your Account without notice.

Your provision of registration information including in connection with the creation and activation of your Account and any submissions you make to the Platform through any functionality such as applications, orders, personal profiles, chat rooms, email, message boards, personal or interest group web pages, forums, online forms, blogs, bulletin boards, reflections, online journals, forms filled out during one of our workshops or events, and other such functions constitute your consent to all actions we take regarding the management, storage and use of this information under the Terms of Service.

Account Security

You have an important part to play in data protection and data security. Any Account username, password or any other piece of information chosen by you or provided to you by the Platform as part of our security procedures must be treated as confidential, and you must not disclose such information to any other individual or entity.

You must implement and actively maintain appropriate security arrangements, including physical security, password, and encryption tools, sharing usage guidelines with anyone in your Organization, use of reputable anti-virus software and use of other reasonable security measures specified by us from time to time.

You agree to notify us immediately upon suspicion of any unauthorized access to, or use of, your Account, username or password or any other breach of security. You also agree to ensure that you logout from your Account at the end of your use of the Platform. You are responsible for any password misuse or any unauthorized access to your Account.

We may introduce security features to make your account more secure, such as multi-factor authentication. We may require you to adopt some of these features. Where we make the use optional, you are responsible (and we are not liable) for any consequences of not using those features, although their use is strongly encouraged.

Goodlawyer reserves the right at any time and sometimes, to disable or terminate your Account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including, but not limited to, your violation of any provision of the Terms of Service.

Upon termination or disablement of your Account, we will not provide you with any refunds or credits of any kind. If we disable or terminate your Account you are prohibited from registering and creating a new Account under your name or email address, a fake or borrowed name or the name of any third-party, even if you may act on behalf of the third-party.

You are prohibited from trying to get around and from violating the security of the Platform including without limitation: (i) accessing content and data that is not intended for you; (ii) trying to breach or breaching the security or authentication measures without authorization; (iii) restricting, disrupting or disabling Platform Services; (iv) illicitly reproducing TCP/IP packet header; (v) disrupting network services and otherwise disrupting Goodlawyer’s ability to monitor the Platform; (vi) using any robot, data mining, spider or other automatic device, process or means to access the Platform for any purpose, including tracking or copying any of Platform content or confidential information; (vii) introducing any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (viii) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; (ix) trying to decompile or reverse engineer any software on the Platform; and (x) otherwise trying to interfere with the proper working of the Platform. You may not use network monitoring or discovery software to determine the site architecture or extract information about usage or Users.

Account Types

The Platform allows two different Account types: (i) a Client Account; or (ii) a Lawyer Account.

Client Account

An individual, on their own behalf or on behalf of and as an authorized representative of an Organization, may create and register an Account for the Platform as a Client (a “Client Account”). Only that authorized individual may use, access, and manage a Client Account.

By registering a Client Account on your own behalf, you represent, warrant and covenant that:

1. you will use the Platform for your individual and legitimate legal affairs;

2. you will follow the Terms of Service; and

3. you are 18 years or older (or have otherwise reached the age of majority in your jurisdiction of residence) and have the capacity to form legally binding contracts.

By registering a Client Account on behalf of an Organization you represent that you:

1. are an authorized representative or agent of such Organization;

2. will use the Platform for such Organization’s legitimate legal affairs;

3. such Organization will follow the Terms of Service; and

4. are 18 years or older (or have otherwise reached the age of majority in your jurisdiction of residence) and may form legally binding contracts on behalf of such Organization.

Lawyer Account

An individual, on their own behalf or on behalf of and as an authorized representative of a law firm, may create and register an Account for the Platform as a Lawyer (a “Lawyer Account”). Only the individual registered to the Lawyer Account has a right to use, access and manage a Lawyer Account.

By registering a Lawyer Account, you represent, warrant, and covenant you:

1. are qualified, active, and licensed as a lawyer in at least one jurisdiction of Canada under Applicable Laws and you will maintain such qualification, license, and practice status for as long as your Lawyer Account remains active;

2. are a member in good standing of a provincial or territorial bar association or law society;

3. will follow any licensing, registration, or other requirements personally or regarding the law firm for which you are acting as you provide Legal Services, including, but not limited to, compliance with the Code applicable to you in all material respects;

4. will comply with Applicable Laws;

5. are a member of a law firm or allowed to deliver Legal Services and carry-on business as a sole proprietor;

6. consent to your profile and likeness being made accessible to Users and the Public; and

7. are covered under a policy of professional negligence and errors & omissions insurance and have all required insurance coverage under Applicable Laws or as required by your law firm.

Goodlawyer reserves the right to remove or disable your Lawyer Account sometimes or permanently from the Platform for any reason considered necessary or appropriate by Goodlawyer, including (but not limited to) if you: use the Platform without a valid license to practice law; breach or fail to maintain and follow the foregoing representations and warranties; breach the Terms of Service; or if, in Goodlawyer’s sole discretion, your performance falls below a minimum acceptable standard.

User Acknowledgements

Client Acknowledgments

If you are a Client, by using the Platform you acknowledge, agree, and understand that:

1. Goodlawyer is not a party to any Legal Service Contract and will have no liability or obligations under or related to any Legal Service Contract;

2. Goodlawyer cannot and does not supervise, direct, or control any Lawyer, the creation of any Legal Service Contract or the booking, creation, or delivery of any Legal Services; and

3. You are solely responsible for all Legal Fees, Service Fees, government fees, disbursements and Indirect Taxes payable regarding your requisition of Legal Services under any Legal Service Contract.

Lawyer Acknowledgments

If you are a Lawyer, by using the Platform you acknowledge, agree, and understand that:

1. You are not an employee of Goodlawyer, and you are not eligible for the rights or benefits of employment (including unemployment or workers compensation insurance);

2. Goodlawyer is not a party to any Legal Service Contract and will have no liability or obligations under or related to any Legal Service Contract;

3. Goodlawyer cannot and does not supervise, direct, or control any Lawyer, the creation of any Legal Service Contract or the booking, creation, or delivery of any Legal Services;

4. Goodlawyer does not dictate the method or process you employ to provide Legal Services;

5. You may determine when and if to perform Legal Services, including the days and times periods you elect to work, and Goodlawyer does not set or control your work product, work schedules, or work location, nor does Goodlawyer mandate the final Aggregate Fee you bill to a Client under a Legal Service Contract;

6. You will be paid at such times and amounts as agreed with a Client under a Legal Service Contract, you will only be paid once the Client pays the applicable Legal Fees, and Goodlawyer does not, in any way, provide or guarantee you a regular salary or any minimum, regular payment;

7. Neither Goodlawyer nor any Goodlawyer Representative has made or makes any express or implied representation or warranty as to the accuracy or completeness of any reported Indirect Taxes in connection with the delivery of Legal Services under a Legal Service Contract.

8. You are solely responsible for all liability, withholdings and required remittances for Indirect Taxes associated with any Client payments received by you through the Platform;

9. You are solely responsible for identifying and making all required remittances to the proper taxing authorities for any Indirect Taxes or similar charges applicable to your use of the Platform;

10. You have not relied on any representation or warranty from Goodlawyer nor any Goodlawyer Representative in determining your liability for Indirect Taxes and neither Goodlawyer nor any Goodlawyer Representative will have liability to you regarding any Indirect Taxes;

11. If Goodlawyer is audited, you shall promptly cooperate with Goodlawyer regarding this audit and provide copies of your tax records and other documents as may be reasonably requested by Goodlawyer for this audit;

12. Goodlawyer does not provide you with training or any equipment, labor, tools, or materials related to any Legal Service Contract;

13. Goodlawyer does not provide the premises at which you perform any Legal Services;

14. You are solely responsible for obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and you agree that you are not covered by or eligible for any insurance of any kind maintained by Goodlawyer;

15. Whenever you enter into a Legal Service Contract with a Client such Legal Service Contract includes, and you agree that in providing Legal Services you are subject to, the Retainer Agreement; and

16. Your placement and ranking in a Client’s search results may vary and depend on various factors, such as Client search parameters and preferences, service requirements, price, responsiveness to Client requests, cancellation history, service type, or ease of retaining.

Ownership

The Platform is owned and operated by Goodlawyer. All right, title, and interest in the Platform, including, but not limited to, Goodlawyer Content and the information, documents, logos, graphics, sounds and images accessible or visible on the Platform (“Proprietary Materials”) are owned either by Goodlawyer or by our respective third-party authors, developers, or vendors.

Except as otherwise expressly provided by Goodlawyer, none of the Proprietary Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Platform will be construed to confer any license under any of our intellectual property rights, whether by estoppel, implication or otherwise.

Any rights not expressly granted here are reserved by Goodlawyer.

Limited License to the Platform

Goodlawyer grants you a non-exclusive, non-transferable, limited license to access and use the Platform. This license is subject to your compliance with the Terms of Service.

We strive to keep our Platform safe, secure, and functioning properly, but we cannot guarantee the continuous operation of, or access to, our Platform. We might even stop providing certain features without notice.

You may link to our homepage only, provided you do so in a way that is fair and legal and does not damage our reputation or exploit it. You must not establish a link to suggest any form of association, approval, or endorsement on our part where none exists. The Platform must not be framed on any other website, nor may you create a link to any part of the Platform other than the homepage. We reserve the right to withdraw linking permission from you or any other User without notice. You will make sure the website in which you are linking complies with the Terms of Service. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

Goodlawyer may terminate any license granted to any Platform visitor or User to access the Platform without notice.

Permitted Uses

GOODLAWYER IS NOT AUTHORIZED UNDER APPLICABLE LAWS TO ENGAGE IN THE PRACTICE OF LAW OR THE PROVISION OF LEGAL SERVICES.

Goodlawyer’s purpose is to enable Clients to identify and engage Lawyers for the accessible, transparent, and convenient delivery of Legal Services.

We provide the Platform Services, including hosting and maintaining the Website and the Application, which help with the booking, creation, and delivery of Legal Services. At the request of a Client the Platform Services enable Goodlawyer to provide such Client with some Lawyers available for booking regarding the delivery of Legal Services; however, Clients are ultimately responsible for selecting and engaging a Lawyer for the delivery of Legal Services.

AS GOODLAWYER DOES NOT ENGAGE IN THE PRACTICE OF LAW OR THE PROVISION OF LEGAL SERVICES, GOODLAWYER DOES NOT, AT ANY TIME, CREATE OR ESTABLISH A LAWYER-CLIENT RELATIONSHIP WITH ANY CLIENT NOR DOES GOODLAWYER OWE ANY CLIENT A SPECIAL DUTY OF CARE AS OTHERWISE REQUIRED BY SUCH A LAWYER-CLIENT RELATIONSHIP.

In addition, the Platform Services may be used to access the Goodlawyer Content.

Goodlawyer Content is provided for general information purposes only and should not be relied on as legal advice. You should obtain specific or professional advice before taking, or refraining from taking, any action, legal or otherwise, based on Goodlawyer Content. Many factors unknown to us may affect the applicability of any Goodlawyer Content to your particular circumstances and any use of such Goodlawyer Content is at your own risk. The Goodlawyer Content is not intended to be a substitute for professional advice. Always seek professional advice with specific questions you may have. You should not disregard professional advice or delay in seeking it because of something in the Goodlawyer Content.

Although we make reasonable efforts to update and maintain the Goodlawyer Content, we make no representations, warranties or guarantees, whether express or implied, that the Goodlawyer Content is correct, complete, reliable, or up to date. Your use of the Platform and the Goodlawyer Content is at your own risk and Goodlawyer has no responsibility or liability for this use.

Prohibited Uses

Users are not allowed to use, or encourage, promote, facilitate, instruct or induce others to use, the Platform for any activities that violate any Applicable Laws; for any other illegal or fraudulent purpose or any purpose that harms others; or to transmit, store, display, distribute or otherwise make available content that is illegal.

Without limitation to the foregoing, the uses below of the Platform are prohibited:

1. seeking, offering, promoting, or endorsing any services, content, or activities that are fraudulent or misleading;

2. posting personal information about another person;

3. spamming other Lawyers with requests for legal services or posting the same job multiple times so more than one version remains active at a given time;

4. demanding payment without the intention of providing services in exchange for the payment;

5. requesting or demanding free services, including asking for Lawyers to submit work as part of the proposal process for little or no money;

6. trying to or manipulating or misusing the feedback system;

7. duplicating or sharing Accounts;

8. selling, trading, or giving an Account;

9. sharing or soliciting personal contact information, such as email, phone number, or Skype ID, in connection with a Legal Service Contract or in a Lawyer Account;

10. Advertising or promoting a competitive platform, product, service, or service provider;

11. Soliciting Clients or Lawyers for a competitive platform, product, service, or service provider, including advertising on the Platform to recruit Clients or Lawyers to join another platform or company; and

12. conduct or actions that could jeopardize the integrity of the Platform or Goodlawyer’s proprietary information, including: (a) reverse engineering (or trying to reverse engineer), changing, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise trying to derive source code from any part of the Platform; or (b) accessing or using the Platform to build a competitive platform, product, service or application or publish any performance or any benchmark test or analysis relating to the Platform.
    
    

Reporting Violations

If you find out about any violation of the Terms of Service, you must at once report it at help@goodlawyer.ca. You also agree to aid us with any investigation we undertake and to take any remedial steps we require to correct a violation of the Terms of Service.

Privacy and Data Protection

Privacy

We use your data to provide Services to you. We respect your privacy and take data protection seriously. Our Privacy Policy is an important part of these terms and describes in more detail how we deal with personal data, like your name and email address. The Privacy Policy may change from time to time, provided that such changes will not violate our obligations under applicable privacy laws. You and we agree to comply with our respective obligations under privacy laws applicable to the collection, storage, use, and processing of Personal Information.

Our Data Security Obligations

We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of Your Data. We, along with any third-party vendors and hosting partners we use to provide the Platform Services, will:

(a) use information security practices for transmitting and storing your Content, adhering to industry standards; (b) employ information security practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability, and patch management; and

(c) ensure its data hosting facilities maintain industry standards for security and privacy.

User Data

Key Definitions

“Aggregate Data” means aggregated data or information created from Goodlawyer’s technical logs, data, analytics, reports, and learnings about a User’s use of the Platform. Aggregate Data may come from, but excludes User Data and Personal Information.

“Client Data” means any data, content, files, communications, or materials that a Client posts or uploads through its Client Account or provides to Goodlawyer in connection with the Platform Services, but excludes Reviews and Ratings.

“Lawyer Data” means, collectively, Practice Data and Lawyer-Client Data.

“Lawyer-Client Data” means information concerning the business and affairs of a Client acquired by a Lawyer in the course of that Lawyer’s professional or Legal Services relationship with the Client, including any data, content, files, communications, or materials that the Lawyer: (a) receives or collects from a Client through the Platform; or (b) posts or uploads through its Lawyer Account.

“Practice Data” means any data, content, files, communications, or materials that is not Lawyer-Client Data that a Lawyer: (a) posts or uploads through its Lawyer Account; or (b) provides to Goodlawyer in connection with the Platform Services.

“Personal Information” means any of your User Content, Reviews, or Ratings relating to an identified or identifiable natural person.

“User Data” means, depending on the context, Client Data or Lawyer Data.

Client Data Ownership

As between Goodlawyer and you, if you are a Client, you own all your Client Data. Except as allowed by the Terms of Service, Goodlawyer will have no right or license to use your Client Data. All other rights in your Client Data are reserved by you.

Our Rights to Use Client Data

If you are a Client, you grant Goodlawyer and its applicable contractors a non-exclusive, royalty-free, worldwide right to copy, transmit, display, store, analyze, back-up and otherwise use your Client Data for: (i) providing the Platform and Platform Services to you; (ii) collecting and creating Aggregate Data under Section 5 (Aggregate Data); and (iii) otherwise to perform our obligations under the Terms of Service under those terms, including providing your Client Data to Lawyer(s) to enable them to provide you with Legal Services.

You must obtain all necessary consents from relevant individuals to enable us to collect, use, hold and process your Client Data under this Agreement.

Lawyer Data Ownership

As between Goodlawyer and you, if you are a Lawyer, you own all your Lawyer Data. Except as allowed by the Terms of Service, Goodlawyer will have no right or license to use your Lawyer Data. All other rights in your Lawyer Data are reserved by you.

Lawyers must keep all Lawyer-Client Data confidential as required under Applicable Laws and their ethical or professional obligations.

Our Rights to Use Lawyer Data

If you are a Lawyer, you grant Goodlawyer and its applicable contractors a non-exclusive, royalty-free, worldwide right to copy, transmit, display, store, analyze, back-up and otherwise use your Lawyer Data for: (i) providing the Platform and Platform Services to you; (ii) collecting and creating Aggregate Data under Section 5 (Aggregate Data); and (iii) otherwise to perform our obligations under the Terms of Service under those terms.

Shared Client Data

Given how Goodlawyer provides the Platform Services, Goodlawyer and a Lawyer share a business relationship for each of the Lawyer’s Clients. Because of this shared relationship, a Client may provide Goodlawyer with identical data, content, files, communications, or materials as those given to their Lawyer (“Shared Client Data”). Goodlawyer may also receive or collect Shared Client Data from the Client through the Platform. So Shared Client Data is not considered exclusively to be Lawyer-Client Data. None of the actions by or on behalf of the Client described in this section will be a waiver of any privilege in a Lawyer-Client relationship.

Ownership of Shared Client Data

As between Goodlawyer, Lawyers, and Users, neither Goodlawyer nor Lawyers own any Client Data.

Aggregate Data

Goodlawyer may collect or create Aggregate Data and use it to operate, improve and support the Platform, develop new services or product offerings, and for other lawful business purposes, so long as such Aggregate Data: (i) includes no Personal Information or User Content, Reviews, or Ratings; (ii) does not otherwise identify any User or any natural person or Organization; and (iii) aggregated among Users. We will be the owners of all rights in Aggregate Data. Nothing in this section will be a waiver of any privilege in a Lawyer-Client relationship.

License to Reviews and Ratings

If you, as a Client, provide us with Reviews or Ratings, we may use them in any way and without compensation. You grant to Goodlawyer a worldwide, perpetual, irrevocable, royalty-free license to copy, modify, display, distribute, disclose, and otherwise use your Reviews and Ratings.

License by Users to Feedback and Suggestions

If you provide us with feedback or suggestions about the Platform or our marketing, promotion, or provision of our services, we may use all feedback or suggestions any way and without compensation. You grant to Goodlawyer a worldwide, perpetual, irrevocable, royalty-free license to use, copy, display, distribute, reveal, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback made by you or through your Account relating to the Platform or our marketing, promotion, or provision of our services.

Record Keeping and Backups

Your Record Keeping Obligations

You are solely responsible for the creation, storage, and backup of your User Data and any records of your use of the Platform, including maintaining a record of any Legal Service Contract executed through the Platform and records of any Legal Services delivered or received through the Platform.

Backups and Archiving by Goodlawyer

We take standard industry measures to backup all User Data. Goodlawyer’s backup services are designed to facilitate restoration of your User Data to the server or device from which your User Data originated if the primary data is lost or corrupted.

Goodlawyer will retain your User Data following any cancellation or termination of your access to the Platform Services. Following any cancellation or termination of your access to the Platform Services, you will have ninety days to retrieve any of your User Data.

Goodlawyer may retain your User Data for as long as is necessary to meet its obligations under Applicable Laws. Goodlawyer may also retain your User Data when your User Data has been archived in Goodlawyer’s backup systems, in which case will protect such User Data using its standard data security practices and will eventually delete your User Data in compliance with our retention and deletion policies.

Lawyer Data Export

If you are a Lawyer, you can download or export your Lawyer Data files in our standard file format from your Lawyer Account at any time and at no charge. You may ask to export all of your Lawyer Data at any time up to ninety days after termination of access to your Lawyer Account or your relationship with Goodlawyer. We will provide you with an export of all your Lawyer Data in a file format of our choosing at no charge. Any different or customized file format or additional reasonable Lawyer Data export requests or requirements will be on terms mutually agreed to by Goodlawyer and you.

Governing Law

The Terms of Service will be interpreted following the laws of the Province of Alberta and the federal laws of Canada applicable in it, without regard to conflict-of-law provisions.

Any legal proceedings not captured and governed by the Arbitration Provisions must be brought in the courts of Calgary, Alberta, Canada unless Goodlawyer agrees to some other location in its sole discretion.

You submit and consent to venue and personal jurisdiction in Calgary, Alberta.

Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be struck and will not affect the validity and enforceability of the remaining provisions.

Non-Assignability

You may not assign, transfer, or delegate your obligations under the Terms of Service and your rights and obligations without our prior written consent. Goodlawyer may without restriction assign, transfer, or delegate any of its rights and obligations under this agreement, at its sole discretion, without notice to you.

No Waiver

Our failure to enforce any right or provision in these Terms will not be a waiver of such right or provision unless agreed to by us in writing. Except as expressly stated in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under Applicable Laws.

Entire Agreement

Except as they may be supplemented by other terms, policies, guidelines or standards, the Terms of Service are the entire agreement between Goodlawyer and the User about the topic of it and supersede any prior oral or written understandings or agreements between Goodlawyer and you in relation to your access to, and use of, the Platform.

Defined Terms

Any capitalized terms used in these Terms that are not defined here will have the meanings given to them in our Privacy Policy.

“Account” means a Client Account or a Lawyer Account;

“Aggregate Fee” means the sum of the Legal Fee, Service Fee, government fees, disbursements, and applicable Indirect Taxes payable by a Client regarding the delivery of Legal Services under a particular Legal Service Contract;

“Applicable Laws” means any applicable statute, law, regulation, rule, court order, common law, judgment, decree, other requirement, or rule of law of any Governmental Authority having jurisdiction over Goodlawyer and the Platform;

“Application” means the Website and any applicable web, mobile, tablet or other smart-device applications, and application program interfaces;

“Client” means a User, being an individual or Organization, that creates a Client Account to ask for Legal Services. When a User creates a Client Account to ask for Legal Services for themself, as an individual, then Client means that individual. When a User creates a Client Account on behalf of and as an authorized representative or as an agent of an Organization, then the Client means that Organization;

“Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary”, or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Goodlawyer’s Confidential Information includes technical or performance information about the Platform and information about its business plans, prices, financial information, and trade secrets. A Client’s Confidential Information includes their Client Data. A Lawyer’s Confidential Information includes Lawyer Data;

“Custom Quote” or “Custom Job” means a unique scope of legal work that is not otherwise available or appropriate for selection and delivery through the Platform as a Fixed-Fee Service, and which includes a corresponding price estimate for completing such customized legal or advisory services;

“Fixed-Fee Service” means the legal services listed on the Platform for which a fixed price is directly associated, and which are available for a Client to engage a Lawyer to complete through the Platform under a Legal Service Contract;

“Goodlawyer Content” means documents and information, such as text, photos, audio, video, articles, blog posts, forms, templates, documents, or other materials and information created by Goodlawyer or otherwise made available by Goodlawyer through on or through the Platform, but excludes User Data;

“Government Authority” means any Canadian federal, provincial, territorial or municipal government or political subdivision thereof, or any agency of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (only if the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction;

“Indirect Taxes” means any harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value-added tax, use and excise taxes, and any similar taxes, duties, and charges of any kind imposed by any governmental authority in connection with the requisition and delivery of Legal Services under a Legal Service Contract;

“Lawyer” means a User, being an individual licensed to practice law in a province or territory of Canada in good standing with the governing body of the legal profession to which they are subject, that creates a Lawyer Account to offer, provide, deliver, and bill Legal Services through the Platform;

“Legal Service Contract“ has the meaning given to such term under the heading Goodlawyer Overview;

“Legal Services“ means any Fixed-Fee Services or any Custom Quote or Custom Job, as applicable, including any amendments or supplements thereto, that may be requested by a Client for delivery by a Lawyer over the Platform pursuant to a Legal Service Contract;

“Mobile Features” means Platform features that enable Users to access the Platform using a mobile device, including by sending and receiving messages on your mobile device that relate to Goodlawyer, the Platform or your Account;

“Organization” means any person other than a natural person, including a corporation, association (whether incorporated or unincorporated), society, partnership, limited partnership, trust, mutual fund, charity, or not-for-profit other than any governmental entity;

“Payments Data Controller” means Stripe, Inc., and its affiliates, including Stripe Payments Canada, Ltd.;

“Platform” means the Website, Application and Platform Services;

“Platform Services” means all associated services facilitated by the Website and the Application;

“Privacy Policy” means the most recent version of the Privacy Policy posted at the following link: https://www.goodlawyer.ca/policy/privacy;

“Personal Information” means personally identifiable information about you or your Organization, or information that would allow someone to contact you, or any other information that is defined as such under Applicable Laws;

“Rating” means publicly available score, measured on a 5-point scale, that is provided by a Client following the delivery of Legal Services under a Legal Service Contract and regarding the Lawyer that delivered such Legal Services. Ratings reflect the opinions and experiences of individual Clients and do not reflect the opinion of Goodlawyer;

“Retainer Agreement” means the most recent version of the Retainer Agreement posted at the following link: https://www.goodlawyer.ca/policy/goodlawyer-retainer;

“Review” means a publicly available narrative review provided by a Client following the delivery of Legal Services under a Legal Service Contract and regarding the Lawyer that delivered such Legal Services. Reviews reflect the opinions and experiences of individual Clients and do not reflect the opinion of Goodlawyer;

“Service Fee” means the transaction-based service fee payable by the Client to Goodlawyer in consideration of the Client’s use of the Platform;

“Terms” means these Terms of Use;

“Terms of Service” means the Terms together with the Privacy Policy and Retainer Agreement;

“User” means any visitor to or user of the Platform, including a Client or a Lawyer. The words “you” and “your” refer to a User;

“Website” means Goodlawyer.ca and any subdomains of it, and any other websites through which Goodlawyer makes its services available.