The TrialBase Platform provides you with access to and use of our website and any of its sub-domains and related TrialBase sites (the "Site"), and the account, services, Sites, applications, products and networks found at or related to the Site (the "Services"). These terms of use ("Terms of Use" or "Terms") govern your use of the Platform, as well as the Services.

PLEASE READ THEM CAREFULLY. BY ACCESSING THE PLATFORM AND/OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE TO COMPLY WITH THEM. IF YOU DO NOT AGREE TO ALL THESE TERMS, YOU MAY NOT ACCESS OR USE OUR PLATFORM OR SERVICE.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

"Pro Services" means the services listed, quoted, scheduled, offered, contracted to provide, or provided by Service Professionals, or sought, scheduled, paid for, or received by Attorney Users through the Platform.

“CSR User” means a Certified Shorthand Reporter lawfully licensed in their State to report or transcribe deposition testimony in a court proceeding or in a deposition, who uses, or is registered to use, the Platform to offer, contract, receive payment for, or facilitate the provision of Pro Services. In California, Pro Services offered by CSR Users must conform to the Scope of Practice codified in Title 16 of the California Code of Regulations, Division 24. Court Reporters Board of California, section 2403.

“Videographer User” means a videographer lawfully licensed in their State to video and audio record deposition testimony in a court proceeding or in a deposition, who uses, or is registered to use, the Platform to offer, contract, receive payment for, or facilitate the provision of Pro Services.

"Service Professional" means a User, including a CSR User and Videographer User, who uses, or is registered to use, the Platform to offer, contract, provide, receive payment for, or facilitate the provision of Pro Services.

"Attorney User" means a party to litigation, an attorney of a party, or a full-time employee of a party or the attorney of a party who is registered to search for Service Professionals on the Platform, seeks Pro Services from Service Professionals on the Platform, contracts with a Service Professional to purchase a Pro Service (or receive a quote in contemplation thereof), or otherwise uses the Platform to, or agrees to these Terms in order to, receive, pay for, review, or facilitate the receipt of Pro Services for purposes related to the litigation.

"User" means a person or entity who completes TrialBase's account registration process, agrees to these Terms, utilizes any services offered by or through the Platform, or a person or entity who submits or receives a request through TrialBase, including but not limited to Service Professionals and Attorney Users.

"Platform" means all TrialBase websites, mobile or other applications, software, processes, video consultations, subscription services, and any other services provided by or through TrialBase.

"Content" means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Pro Services requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.

"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding TrialBase Content and Feedback.

“Privacy Policy” means the TrialBase Privacy Policy located at https://trialbase.com/privacy, including any amendments, supplements or modifications thereto made from time to time.

"Rate" means any amount charged by Service Professionals to an Attorney User in connection with performing Pro Services.

Access to certain features of our Platform and certain Sites are limited to authorized users who have registered with us to create a user account. Authorized Users may be subject to additional terms specific to those Platform or Services. If registration is required, you agree that all information you provide will be accurate, current and complete, and you will keep such information up to date. You are responsible for maintaining the confidentiality and security of your user name and password and are fully responsible for all activities that occur through your User Account. You agree to notify us immediately of any breach of security or unauthorized use of your User Account. We reserve the right to reject or otherwise terminate access for any user at any time.

Access to and use of the TrialBase Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you meet these requirements.

TrialBase facilitates Pro Service transactions, which may include scheduling, calendar coordination, communicating offers and requests for Pro Services, cloud storage services, video conferencing, displaying a list of Service Professionals profiles, allowing User Attorneys and Service Professionals to send messages to each other, allowing for the booking of an appearance for the provision of Pro Services, assisting in the selection of a Service Professional for certain Attorney Users, and processing payment for certain Pro Services. Attorney Users understand that any such facilitation does not constitute a warranty in relation to the Pro Services. Service Professionals understand and agree that using the Platform does not guarantee that anyone will engage them for Pro Services. Attorney Users understand that any Pro Services they solicit and/or pay for using the Platform are solicited directly from the Service Professional providing such Pro Services.

TrialBase does not sell, contract to perform, or otherwise provide Pro Services. Any Pro Services solicited, offered, contracted for, or provided by an independent Service Professional are expressly without any representation or warranty from TrialBase other than as expressly provided for herein.

TrialBase does not employ, contract with, or recruit Service Professionals to report or transcribe deposition testimony in a court proceeding or in a deposition. TrialBase does not perform any Pro Services that constitute shorthand reporting, including any transcribing, editing, scoping, creating, formatting, producing, or certifying any transcripts. Service Professionals are fully responsible for their own work product.

TrialBase does not monitor the performance of Service Professionals and does not endorse any particular Service Professional. Any contractual relationship that occurs between Attorney Users and Service Professionals is outside the purview of TrialBase.

Service Professionals understand and agree that they are customers of TrialBase, and are not TrialBase employees, contractors, consultants, joint venturers, partners, or agents. Service Professionals acknowledge that they provide their own equipment, select their own jobs, develop their own expertise, are free to do jobs through other platforms and lead sources, and determine their own work schedule. TrialBase does not control, and has no right to control, the services a Service Professional provides (including the details of how the Service Professional provides such services) if the Service Professional is engaged by an Attorney User or any other person, except as specifically noted herein or on the Platform.

By registering or using the Platform to offer, contract, or provide Pro Services, Service Professionals represent and warrant that they are properly and fully licensed by the appropriate government boards and authorities, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Pro Services and in relation to the specific job they are performing. Service Professionals otherwise agree to comply with all applicable laws, including the California Consumer Privacy Act, any other applicable privacy laws in their use of the Platform and any personal information obtained from the Platform.

CSR Users licensed in the State of California specifically represent and warrant that they shall comply with the requirements of California Business and Professions Code §8050(d). TrialBase verifies the good standing status of professional licenses and certifications as reported by Service Professionals and we may limit, block, suspend, deactivate, or cancel a Service Professional’s account based on the results of such a verification, without or without notice. As a Service Professional, you agree and authorize us to use your personal information, such as your full name and license number, to perform such verifications. Service Professionals agree to inform TrialBase of any material changes in their professional license status.

Trialbase, Inc., or third parties granting rights to Trialbase, Inc., hold all right, title, and interest in and to the materials on this Platform ("Content"). As a user of this Platform, you are granted a nonexclusive, nontransferable, revocable, limited, personal license to access and use the Platform in accordance with these Terms of Use. You may not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. You may print off one copy and may download extracts of any pages from our Platform for your personal use and you may draw the attention of others within your organization to content posted on our Platform. You must always acknowledge our status (and that of any identified contributors) as the authors of Content. You may not use any part of the Content for commercial purposes without obtaining a license to do so from us or our licensors. We may terminate this license at any time, for any reason. This limited license terminates automatically, without notice to you, if you breach any of these Terms of Use. Upon termination, you must immediately destroy any downloaded or printed materials.

Use of the Content on this Platform is limited to your internal lawful business purposes. You may not reverse engineer, disassemble, rent, lease, loan, sell, sub-license, or create derivative works from the Platform or Content. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Platform or Content without our prior written permission. You may not copy, download, perform, modify, edit, alter, enhance, reproduce, republish, distribute, display or transmit all or any portion of the Platform in any manner, except to the extent expressly permitted by these Terms. You may not use or otherwise export or re-export the Platform or any portion thereof, the Content or any software available on or through the Platform in violation of the export control laws and regulations of the United States of America. Any unauthorized use of the Platform or its Content is prohibited. You are responsible for configuring your information technology and computer programs in order to access our Platform. You should use your own virus protection software. You may not misuse our Platform by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Platform, the server on which our Site is stored or any server, computer or database connected to our Platform. You may not attack our Platform via a denial-of-service attack or a distributed denial-of-service attack. You may provide links to this Platform provided you do so in a fair and legal way. You may not remove or obscure, by framing, mirroring or otherwise, any portion of the Platform. You will discontinue providing links to the Platform if requested by us. You may not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

TrialBase Platform may facilitate payments between Attorney Users and Service Professionals (“Marketplace Payments”) through our payment processing partner Stripe. TrialBase is not a party to any such Marketplace Payments or any Pro Services related thereto. Unless otherwise indicated, Marketplace Payments may be made for services only. By agreeing to these terms or continuing to operate as a Service Professional on the Platform, you hereby appoint TrialBase to act as your agent for the limited purpose of facilitating and receiving Marketplace Payments on your behalf through Stripe as contemplated herein. You acknowledge and agree that, subject to any rights you have pertaining to Marketplace Payment disputes, once a Marketplace Payment has been made through the TrialBase Platform, the payment obligation of the payor User shall be deemed satisfied by the payee User upon receipt of the Marketplace Payment by TrialBase as though the payor User had made the Marketplace Payment directly to the payee User.

TrialBase does not offer any professional services directly or indirectly unless specified in a separate contract to which TrialBase is a direct party. Any time an Attorney User pays for or books Pro Services on the Platform or receives a quote in connection with Pro Services, such Attorney User is contracting directly with the Service Professional offering such Pro Service.

Notwithstanding any facilitation of booking or payment, you understand and agree that TrialBase (i) does not sell, offer, provide or subcontract any Pro Service and (ii) is not liable in any way for any Pro Service. Notwithstanding TrialBase's role as a payment facilitator, each Service Professional who receives Marketplace Payments understands and agrees that they are obligated to perform the Pro Service as outlined in their agreement with the Attorney User and work to remedy any material deviations from such contract.

As an Attorney User making a Marketplace Payment through Stripe, you agree to pay all amounts you owe when due using your preferred payment method. You further authorize Stripe to charge your preferred payment method for amounts you owe when they are due. You must keep all payment information you provide us up-to-date, accurate and complete. When you store a payment method with Stripe, you agree to Stripe's Stored Payment Terms and Conditions. Do not share your payment card, bank account or other financial information with any other User. We take steps to secure all payment methods and other personal financial information, but we expressly disclaim any liability to you, and you agree to hold us harmless for any damages you may suffer as a result of the disclosure of your personal financial information to any unintended recipients.

TrialBase may enable you to make Marketplace Payments using credit, debit, or prepaid cards, by linking your bank account, or by any other payment method we support. We reserve the right to cancel your ability to make payments with one or more of the payment methods you have authorized in our sole and absolute discretion.

If you choose your bank account as your Marketplace Payment method, you authorize Stripe to make Automated Clearing House (“ACH”) withdrawals from your bank account, and to make any inquiries we consider necessary to validate any dispute involving payments you make to us or to a User, which may include ordering a credit report and performing other credit checks or verifying the information you provide us against third-party databases. You authorize TrialBase or our provider to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account, and you authorize the financial institution that holds your bank account to deduct such payments. You also authorize the bank that holds your bank account to deduct any such payments in the amounts designated in your Account. Your authorization will remain in effect until canceled in writing by you. You agree to notify us of any changes to your account information or termination of your authorization at least five days prior to your next payment.

If your full payment is not processed by us at the same time, you hereby authorize partial debits from your bank account, not to exceed the total amount of your order. You agree to pay any ACH fees or fines you or we incur associated with transactions you authorize. This return fee will vary based on which state you are located in. The return fee may be added to your payment amount and debited from your bank account if we resubmit an ACH debit due to insufficient funds. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees. Federal law limits your liability for any fraudulent, erroneous, or unauthorized transactions from your bank account based on how quickly you report it to your financial institution. You must report any fraudulent, erroneous or unauthorized transactions to your bank no more than 60 days after the disputed transaction appeared on your bank account statement. Please contact your bank for more information about the policies and procedures that apply unauthorized transactions and the limits on your liability.

Marketplace Payment Disputes: All requests for Marketplace Payment chargebacks, errors, claims, refunds and disputes (“Payment Disputes”) will be subject to review by TrialBase in accordance with the rules applicable to the payment method you used to make the Marketplace Payment and will be in TrialBase's absolute discretion. TrialBase is not liable to you under any circumstances for Payment Disputes we are unable to resolve in your favor. We will normally process a valid written Payment Dispute request within 30 days after we receive it, unless a shorter period is required by law. You may file a Payment Dispute by emailing it to TrialBase support at moc.esablairt@troppus. If you close or deactivate your Account before we adjudicate your Payment Dispute, we will not be able to issue you any amounts you are owed. We will attempt to pay you any Payment Disputed amounts you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, or has been canceled.

If your actions result in, or are likely to result in, a Payment Dispute, a violation of these Terms of Use or the creation of other risks to TrialBase or our payment processing partners, or if we determine that your Account has been used to engage in deceptive, fraudulent, or illegal activity, then we may permanently withhold any amounts owed to you in our sole discretion. If you have a past due balance due on any Account, or for any additional amounts that we determine you owe us, we may, without limiting any other rights or remedies: (a) charge one or more of your payment methods; (b) offset any amounts you owe us against amounts you may be owed; ( c) invoice you for amounts due to us, which such amounts will be due upon receipt; (d) reverse or block any credits to your bank account; or (e) collect payment from you by any other lawful means.

If you fail to make Marketplace Payments you owe when due, or if TrialBase is unable to charge one of your payment methods for any reason, TrialBase reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees and related costs, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or overdue payments will be made by electronic mail or by phone. Such communication may be made by TrialBase or by anyone on our behalf, including but not limited to a third-party collections agent.

TrialBase may, from time to time, place a hold on any of your payment methods in order to prevent failed payments or in order to reverse your booking.

Nothing in the Platform is intended to create an attorney-client relationship. The Content of this Platform should not be deemed legal advice, and you should not rely on any part of the Platform as legal advice related to your particular circumstances.

TrialBase values our Service Professionals and Attorney Users, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help Users resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Platform cannot be resolved independently, you agree, at TrialBase’s request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by TrialBase or a neutral third-party mediator or arbitrator selected by TrialBase. Notwithstanding the foregoing, you acknowledge and agree that TrialBase is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third-party.

Our Privacy Policy, available at https://trialbase.com/privacy, governs what and how we collect and use your personal information, and is incorporated by reference into these Terms of Use.

As between TrialBase, Inc., and you, Trialbase, Inc., or its licensors own and reserve all right, title and interest in and to our Platform and in the Content published on it, other than the rights explicitly granted to you to use the Services in accordance with these Terms. No title to or ownership of any proprietary rights related to the Platform or any of its Content is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Trialbase, Inc. In the event that you provide comments, suggestions and recommendations to Trialbase, Inc., with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Platform or the Services) (collectively, "Feedback"), you hereby grant to Trial Base, Inc., a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Platform or the Services. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Platform constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible or liable to any third party for the content or accuracy of any content posted by you or any other user of our Platform. We have the right to remove any posting you make on our Site in our sole discretion. The views expressed by other users on our Platform do not represent our views or values.

Trialbase, Inc., its logo, the TrialBase, Inc. app icons, and all product names and trade names, regardless of whether they appear with capital letters or with a trademark symbol, and all products denoted with TM, SM or ® are trademarks, trade names, service marks or registered trademarks or service marks of Trialbase, Inc., its affiliated companies, or its licensors or joint venture partners. Nothing contained on this Platform should be construed as granting any license or right to use any trademark displayed on this site without our express written permission or such third party that may own the trademark.

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources. You understand that the information and opinions in the third-party content are neither endorsed by nor do they reflect the opinions or beliefs of Trialbase, Inc.

We may offer services that are available via your mobile phone, including, without limitation, the ability to upload content to the Site, blog post, and send and receive messages, instant messages, location information, data transactions and other types of communications that may be developed for the Platform (collectively "Mobile Services"). Your mobile carrier's normal messaging, data and other rates and fees may apply when using the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all mobile carriers or devices. By providing your cell number upon registering or by using any Mobile Services, you agree that we may communicate with you regarding Trial Base, Inc., the Services and the Platform and other entities, by SMS, MMS, text message, push message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

The Platform is provided on an "as is" and "where is" basis, without any warranty. WE MAKE NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT, INFORMATION, PRODUCT OR SERVICE CONTAINED ON THE SITE, AND EXPRESSLY DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. We do not represent or warrant that the Platform is error free or free of viruses or other harmful components, or that defects will be remedied. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any part of the Content or Services. We do not guarantee that our Platform, or any Content on it, will always be uninterrupted, secure, or provided on an error-free basis, or operate at any particular speed. We may suspend, withdraw, discontinue or change all or any part of our Platform without notice. We may make improvements and/or changes to features, functionality or Content on the Platform at any time. We will not be liable to you if for any reason our Platform is unavailable at any time or for any period. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform or due to your downloading of any Content from it, or on any Platform linked to it. We disclaim all responsibility for any loss, injury, claim, liability, or damage of any kind whether in contract, tort, breach of statutory duty, or otherwise, including, but not limited to, direct, indirect, incidental, consequential, special or punitive damages, arising from or in connection with the Platform, including, but not limited to, your use of the Platform or your inability to use the Platform, even if we have previously been advised of the possibility of such damages or such damages were foreseeable. We will not be liable for loss of profits, sales, business or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation resulting from your use of the Site. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

To the fullest extent permitted under applicable law, you agree to indemnify and hold Trial Base, Inc., its subsidiaries, affiliates, directors, officers, employees, consultants, and agents harmless from and against any and all losses, liabilities, claims, demands, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any Content, any third party content you post or link to or any third party sites you link to on the Platform, your conduct in connection with the Services or the Platform or with other users of the Services or the Platform, or any violation of the Terms of Use or of any law or the rights of any third party.

We reserve the right to investigate complaints or reported violations of the Terms of Use and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary to such persons or entities relating to user profiles, email addresses, usage history, posted materials, IP addresses and traffic information. You acknowledge that we will have the right to report to law enforcement authorities any action that may be considered illegal, as well as any reports it receives of such conduct. When requested, we will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity.

Any software or technology obtained from Trialbase, Inc., through the Services originates in the United States, and is subject to United States export laws and regulations. Such software and technology may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, software and technology obtained from us may be subject to the import and export laws of other countries. It is your responsibility to comply with all U.S. and foreign export and import laws and regulations.

We control and operate the Site from within the United States and make no representation that the content, services or information is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on this Platform are solely directed to individuals, companies or other entities located in the United States. If you use this Site from outside the United States, you are entirely responsible for compliance with applicable local laws, including, but not limited to, export and import regulations.

If the Service is being acquired on behalf of the United States Government ("USG"), then the following provision applies: This is commercial computer software. If acquired by or on behalf of an agency, department, or other entity of the USG, the use, duplication, reproduction, release, modification, disclosure, or transfer of this software, and any related documentation of any kind, including technical data or manuals no matter how received by the USG, is restricted by the terms and conditions of a license agreement in accordance with Federal Acquisition Regulation 12.212 for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. All other use is prohibited.

We may, in our discretion, with or without cause, with or without prior notice and at any time, limit, block, suspend, deactivate or cancel your TrialBase Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from TrialBase support teams; (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken; and ( c) you will not be entitled to any compensation for Platform services or Pro Services canceled or delayed as a result of Account termination.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and TrialBase agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between you and TrialBase, including but not limited to claims arising out of or relating to any aspect of the relationship between you and TrialBase, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with TrialBase as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach TrialBase's support department at moc.esablairt@troppus. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the TrialBase support department, and good faith negotiations will be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Platform will be finally settled by binding arbitration, as described below.

Where the relief sought by you is $10,000.99 or less and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable arbitration rules & procedures effective at the time a claim is made. Currently, you may initiate arbitration proceedings on the FairClaims website. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

Where the relief sought is $10,001.00 or more, resolution will be in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000.00 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000.00 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To initiate an arbitration with JAMS, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, California 94111; and ( c) send one copy of the Demand for Arbitration to TrialBase at 370 7th Street, Suite 11, San Francisco, California 94103, ATTN: Legal. You will be required to pay $250 to initiate an arbitration against us. The parties will equally share all arbitration expenses, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award will be written and will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration will be initiated in the state of California, United States. You and TrialBase further agree to submit to the personal jurisdiction of any federal or state court in San Francisco County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver The parties further agree that the arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND TRIALBASE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect your or our intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, trade dress, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on TrialBase) written notice of your decision to opt out to moc.esablairt@troppus with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of the later of the Effective Date of these Terms or your first use of the Platform; otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, TrialBase also will not be bound by them.

Changes to This Section: TrialBase will provide thirty (30) days' notice of any changes affecting the substance of this Arbitration and Class Action Waiver section by posting on the TrialBase Terms of Use website, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the TrialBase Terms of Use website or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the 30th day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.

Survival: This Arbitration and Class Action Waiver section will survive any termination of your Account or the Platform.

Third-Party Beneficiary: You and TrialBase acknowledge that any third-party consumer reporting agency that TrialBase uses to perform background checks on Service Professionals is an express and intended third-party beneficiary of this arbitration provision and as such, the terms of this Arbitration provision will inure to the benefit of the consumer reporting agencies and may be enforced by them. Accordingly, you agree that any dispute that arises between you and a consumer reporting agency that relates to or arises out of this Agreement or any aspect of your relationship with TrialBase will be resolved by binding arbitration. If any court or arbitrator determines that this third-party beneficiary subsection is void or unenforceable for any reason, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the remainder of the section will remain enforceable, meaning that the class action waiver and the mutual obligation to resolve disputes between you and TrialBase through binding arbitration remains enforceable.

The Terms and the relationship between you and TrialBase will be governed in all respects by the laws of the state of California, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against TrialBase that is not subject to arbitration must be resolved by a court located in San Francisco County, California, or a United States District Court, Northern District of California, located in San Francisco, California, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within San Francisco County, California or the United States District Court, Northern District of California located in San Francisco, California, for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.

YOUR USE OF THE PLATFORM, PRO SERVICES, OR COLLECTIVE CONTENT IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT TRIALBASE DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY USER, INCLUDING BUT NOT LIMITED TO SERVICE PROFESSIONALS AND CONSUMERS. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, TRIALBASE AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE PRO SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. TRIALBASE MAKES NO WARRANTY THAT THE PLATFORM OR PRO SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TRIALBASE ASSUMES NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. TRIALBASE WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRIALBASE OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CONSUMERS, SERVICE PROFESSIONALS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT TRIALBASE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY PRO SERVICES. TRIALBASE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE PRO SERVICES. TRIALBASE EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD-PARTIES.

TRIALBASE MAY PROVIDE TO SERVICE PROFESSIONALS PHONE NUMBERS THAT CONSUMERS PROVIDE IN CONNECTION WITH A REQUEST. SUCH PHONE NUMBERS ARE NOT VERIFIED AND TRIALBASE MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR VALIDITY.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF TRIALBASE OR THIRD-PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER TRIALBASE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRIALBASE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; ( C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM, PRO SERVICES OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM.

IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF TRIALBASE AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, PRO SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY PRO SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO TRIALBASE BY YOU HEREUNDER, OR ONE HUNDRED U.S. DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN JURISDICTIONS THAT DO ALLOW LIMITATIONS OF LIABILITY, THE LIMITATION DESCRIBED ABOVE WILL APPLY FULLY TO RESIDENTS OF THOSE JURISDICTIONS.

You agree to release, defend, indemnify, and hold TrialBase and our affiliates and subsidiaries, and respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms; (b) your User Content; ( c) your interaction with any User; and (d) the request or receipt or offer or provision of Pro Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Pro Services.

Notwithstanding the foregoing paragraph, if you are a resident of a jurisdiction where the foregoing is prohibited, you only agree to release, defend, indemnify, and hold TrialBase and our affiliates and subsidiaries, and respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.

If you are a California resident, you waive California Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

We may modify these Terms of Use at any time, at our sole discretion. If we do, we will post the modified Terms of Use on this Site It is important that you check our Terms from time to time because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms of Use.

Force Majeure: Other than payment obligations, neither TrialBase nor you will be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond your or our control and without your or our fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, epidemics, acts of declared or undeclared war, acts of regulatory agencies, or other disasters.

No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to these Terms.

Contacting You and E-SIGN Consent: You agree that TrialBase may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Platform. With your consent, TrialBase, Consumers, Service Professionals, or other individuals may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from TrialBase, Consumers, Service Professionals, or other individuals you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to moc.esablairt@troppus with "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, send an email to moc.esablairt@troppus with contact information and the address for delivery.

Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by TrialBase on the Platform, will constitute the entire agreement between you and TrialBase concerning the Platform or Pro Services obtained through the Platform. Except as explicitly stated herein, if any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of the Terms, which will remain in full force and effect.

Waiver: No waiver of any provision of these Terms will be deemed a further or continuing waiver of such term or any other term, and TrialBase's failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or the Pro Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations will not apply to residents of New Jersey.

Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.

Contact Information: If you have any questions about these Terms or the Platform, please contact us by sending an email to moc.esablairt@troppus.