Master Service Agreement

Last Modified: 01/17/2019

MASTER SERVICE AGREEMENT

This Master Services Agreement (“MSA”) is between Bridge Legal (a d/b/a of Justiva, LLC, and its wholly owned subsidiaries, Royce Marketing, LLC d/b/a Bridge Legal Support Services, and Mighty Legal, LLC, d/b/a Bridge Legal Technology) Illinois limited liability companies (collectively “Bridge” or “Service Provider” or “SP”) on the one hand and all Licensees of the Subscription Agreement (“Licensee” or “Firm”) on the other hand.

RECITALS:

A. Bridge is in the business of providing marketing, intake and payment automation software and services to Licensees throughout the United States.

B. Licensee is appropriately licensed, if necessary, to do business in the state or states it operates in.

C. The parties expressly agree that Bridge is not authorized or qualified to engage in, nor will Bridge’s performance hereunder be considered to be, nor does it constitute engaging in, the practice of law or any other licensed activity in any state in which the Firm owns or operates a practice. Should any portion of this MSA at any time be determined to be in noncompliance with any existing, revised, or newly enacted laws and regulations, the Parties agree to mutually amend such non-compliant section(s) of this MSA to resolve such noncompliance issues. 

Now therefore, in consideration of the foregoing, and of the mutual covenants and agreements herein contained, the parties agree as follows:

I.  SERVICES TO BE PROVIDED BY BRIDGE

1. Engagement.  Firm hereby engages Bridge to provide marketing, intake and payment automation software services to the Firm during the term of this MSA and the Subscription Agreement, which Subscription Agreement is incorporated in this MSA as though fully set forth herein, and Bridge accepts such engagement, subject to the terms and conditions of this Agreement, the Subscription Agreement, applicable law and ethical standards.  Bridge may provide or arrange for the services and delegate or subcontract any of its duties or obligations under this Agreement.   The services to be provided by Bridge are specified in the Subscription Agreement.

1.2. Use of Text/SMS Messages and IVR Systems

The Bridge Legal software platform may allow Licensee to maintain communication with consumers and businesses through various means including sending and receiving text/SMS messages, as well as use of IVR systems. Licensee represents that all Consumer and Business contacts in Licensee’s Bridge Legal Software platform account have provided their prior express written consent to be contacted through text message and telephone using an automatic telephone dialing system.

1.2.1 Prior Express Written Consent

(a) Neither Licensee nor any agent of Licensee will enter consumer and business contacts for Bridge to contact on its behalf if the intended recipient has not given Licensee prior express written consent as required under the Telephone Consumer Protection Act (“TCPA”).

(b) Licensee will retain evidence of consent for at least four years. At Bridge’s discretion and request, Licensee shall provide evidence of any specific consent within three (3) business days’ notice. Upon request, Licensee shall provide a reasonable sample of consents within seven (7) business days’ notice.

(c) Licensee will defend, indemnify, and hold harmless Bridge against any claims related to Licensee’s failure to obtain prior express written consent.

1.2.2 Opt Outs

Bridge will include an opt-out report inside its software platform and will make report available to Licensee via the Bridge Software Platform. To the extent that Licensee receives an opt-out request, Licensee will immediately provide Bridge with information pertaining to such consumers or businesses who have requested to opt out so that Licensee will not message them through the Service in the future. Licensee must send the opt-out information to Bridge through Bridge’s opt-out link under an individual Consumer or Business contact record. Bridge is not responsible for any opt-out requests that Licensee receives and that Licensee fails to transmit through the opt-out link under an individual Consumer or Business contact record. For example, opt-out requests conveyed through e-mail, facsimile or telephone calls/voicemail will not suffice. Licensee will defend, indemnify, and hold harmless Bridge against any claims related to Licensee’s failure to properly convey opt-out requests.

1.2.3 Telephone Numbers

In acting on Licensee’s behalf to perform the Services contemplated by this Agreement, Bridge may purchase and license telephone numbers on behalf of Licensee, which numbers shall be used to communicate with the Consumer and Business contacts on Licensee’s behalf.

1.2.4 Use of Bridge Text/SMS Message and IVR Functionality

(a) Licensee will not use the Bridge Services in any illegal, abusive, interfering or otherwise unacceptable or inappropriate manner, including:

•    to violate any law, regulation or other published policy;
•    engaging in unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations including, but not limited to, the CAN SPAM Act of 2003, the TCPA, and the Do-Not-Call Implementation Act; or
•    in connection with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited or unwanted phone calls, SMS or text messages, voice mail, or faxes.

(b) Licensee will not use the Bridge Services in a manner that is inconsistent with the European Union’s General Data Protection Regulation (“GDPR”). To the extent Licensee uses the Bridge Services to contact an individual covered by the GDPR, Licensee will be solely responsible for obtaining the necessary consent under the GDPR, which may differ from the TCPA’s prior express written consent requirement. Bridge expressly disclaims any liability for violations of the GDPR using the Bridge Services, and Licensee will defend, indemnify, and hold harmless Bridge against any claims related to Licensee’s failure to comply with the GDPR.

1.2.5 Disabling Text/SMS Message Functionality

It is the sole responsibility of Licensee to disable Text/SMS Messages and IVR Functionality.To do so, Licensees are required to proactively notify Bridge.

II. SERVICE FEES

2. Service Fees.  In consideration of the Services provided hereunder by Bridge, Firm shall pay Bridge a monthly service fee (“Service Fee”) due on the 3rd day of each month following the month of service, as set forth in the Subscription Agreement.  Firm may not offset or withhold Fees due under this MSA for any reason, and Firm agrees to reimburse Bridge for all reasonable costs (including attorney’s fees) incurred in collecting past due Fees owed by Firm.    Firm shall not, under any circumstance, (i) terminate the MSA and Subscription Agreement without providing alternative credit card or ACH information, authorization to process the payment using the information contained and authorized in the Subscription Agreement to charge the above-referenced credit card or ACH for any Services previously rendered or to be rendered during the termination period, or (ii) contest any charges to the above-referenced credit card or ACH which are made by Bridge in accordance with this Section.   Firm shall, as is the case with other disputes arising hereunder, be entitled to resolve any and all such disputes pursuant to Section 6.13 of this MSA.

III. REPRESENTATIONS AND AGREEMENTS OF FIRM

3. Cooperation with Bridge.  Firm agrees to cooperate with Bridge in its performance of this MSA and Subscription Agreement, and understands, acknowledges and agrees that Bridge’s ability to perform this MSA is dependent on Firm’s cooperation.

IV. PROPRIETARY INFORMATION, CONFIDENTIALITY AND NON-DISCLOSURE

4.1 For the purposes of this MSA, “Proprietary Information” of a party means all confidential and business information and materials of or relating to that party or any affiliate or subsidiary thereof, in whatever medium such information and materials are maintained.  The Proprietary Information of Bridge includes without limitation that which is contained and defined as its business processes, software code, and user interface design.  Each Party acknowledges and agrees that all Proprietary Information it provides to the other party pursuant to this MSA shall be and remain the property of the party providing the Proprietary Information. Each party further agrees that it shall not, directly or indirectly, disclose, exploit, rent, sell or utilize any Proprietary Information of the other party other than as required and used exclusively to fulfill its obligations under this MSA, unless otherwise required by law, regulation, valid court order or unless expressly authorized herein or in advance by such other party in writing.

4.2 All Bridge branded, trademarked, service marked or copyrighted advertisements, publications, and other items created and furnished by Bridge for the benefit of the Firm (including all ideas, software design, business processes, photography, dialogue, artistic content, and intellectual property contained therein) shall remain the property of Bridge, and shall not be duplicated in any manner unless specific permission has been given by Bridge, and upon expiration, termination or non-renewal of this MSA for any reason shall be returned to Bridge, and shall constitute Proprietary Information within the meaning of this Section IV.   Notwithstanding the foregoing, any such materials which are not trademarked, service marked or copyrighted by Bridge, and were generated exclusively for the Firm, will remain the property of the Firm.

V. TERM AND TERMINATION

5.1 Effective Date and Term.   This MSA shall be deemed effective as of the Effective Date of the signed Subscription Agreement and is month to month thereafter, and may be terminated by either Party with thirty (30) days written notice to the other Party.  In addition, either party may terminate this MSA upon a material breach hereof by the other Party if such breach is not cured within ten (10) business days following notice of the breach from the non-breaching Party. 

5.2 Events to Occur upon Termination.

(a) If this MSA expires or terminates for any reason, the Firm shall promptly return to Bridge and/or allow Bridge to retrieve all of its Proprietary Information. Firm’s access to utilize any Bridge licensed or sublicensed software thereafter shall be terminated and removed.

(b) Bridge shall promptly return to Firm all Proprietary Information of Firm (as described in Section IV above) then in its possession or control;

(c) The Parties shall promptly settle any obligations owed between them, including Firm’s payment to Bridge of any Service Fees owed to Bridge for Services provided prior to termination. The obligations of this Section 5.2 shall survive the termination or expiration of this MSA.

VI. GENERAL TERMS

6.1 Independent Contractors.  In performing their respective duties hereunder Bridge and Firm shall act and perform as independent contractors, and the provisions hereof are not intended to create, nor do they create, any partnership, joint venture, agency or employment relationship between the Parties. Neither Party nor anyone employed by either Party will have any claim under this MSA or otherwise against the other Party for vacation pay, sick leave, unemployment insurance, worker’s compensation, disability benefits, retirement or employee benefits of any kind.   Nothing contained herein establishes an exclusive relationship between the Parties.  Firm is not required to utilize Bridge’s Services exclusively nor does Bridge agree to provide its Services exclusively to Firm, including for any particular geographic area.

6.2 Supervision of Contracted Staff.  In furtherance of performing its obligations hereunder, Bridge may contract, on behalf of Firm, for administrative staff (“Contractors”).  Although Contractors shall work at Bridge’s physical office location, Contractors shall work on behalf of and under the direction and supervision of Firm. To assist Firm in performing reasonable supervision of Contractors, Bridge shall: i) collect from Firm, scripts and training materials, which shall be used to direct interactions that Contractors have with potential clients of Firm; ii) employ on behalf of Firm, also on a contract basis, monitors to live call monitor a reasonable number of Contractor calls to assure Contractor compliance with scripts and training materials, and; iii) assure delivery to Firm of reporting results of live call monitor activities so that Firm may supervise compliance with scripts and training materials. Firm agrees that, in furtherance of its obligations to reasonable supervise Contractors, it will review intake information and consult with clients and potential clients in a timely and thorough manner and immediately report to Bridge in the event that Firm identifies any activity that may call for any remedial action.  The Parties agree that the Services are administrative and preparatory in nature, and will not, under any set of circumstances, constitute legal advice or the practice of law in any state or jurisdiction.

6.3 No Fee Sharing.  While it will pay certain third-party service providers fees in connection with Services rendered by such persons or entities to assist Bridge in providing the Services, Bridge does not and will not share in any fees paid by clients to Firm.

6.4 Client Confidentiality.  Bridge agrees to (i) maintain in confidence any confidential consumer information received from Firm or consumers, and (ii) cause Contractors of Firm, who Bridge is helping to supervise, to maintain such confidential information.

6.5 Assignment.  Neither this MSA nor any interest herein may be assigned in whole or in part by either Party without obtaining the prior written consent of the other Party; provided, however, that Bridge may assign, delegate, transfer or convey its rights, benefits and/or obligations hereunder (whether by merger, consolidation, operation or otherwise) to a parent, subsidiary or affiliate thereof or to an Entities into which Bridge is merged or with which Bridge is consolidated, or to a purchaser of all or substantially all of its assets or capital stock or as part of a corporate reorganization, and Bridge may collaterally assign its rights and benefits hereunder to any lender, for security purposes or as collateral, from which Bridge or its affiliate obtains financing.   The provisions of this MSA will be binding upon and will inure to the benefit of the Parties’ successors and permitted assigns, respectively, but this provision will not constitute consent by either party to assignment by the other party otherwise prohibited by the preceding sentence.

6.6 Notices.  All notices, consents, waivers and other communications under this MSA must be in writing and will be deemed to have been duly given when (a) delivered by hand, or (b) when received by the addressee, if sent by a nationally recognized overnight delivery service, prepaid, in each case to the appropriate addresses set forth below (or to such other addresses as a Party may designate by written notice to the other Party from time to time): (A) if to Firm: at Firm’s physical address or by electronic mail as indicated on the Subscription Agreement, and, (B) if to Bridge: Bridge Legal’s physical address or by electronic mail as indicated in the Subscription Agreement..

6.7 Miscellaneous. This MSA, together with the all Subscription Agreements, shall constitute the entire Agreement between the Parties and shall supersede all prior agreements relating to the subject matters herein.  This MSA shall not be modified or amended by Firm except by a written document signed by all of the Parties, however, SP may unilaterally modify this MSA on the condition that prior to making MSA modifications, SP will provide ten (10) days advance written notice to Licensee and Licensee will be deemed to have accepted such modification unless Licensee has provided a thirty (30) day notice of termination of this Agreement within such ten (10) day period.   The waiver of any of the terms and conditions of this MSA shall not be construed as a waiver of any other terms and conditions hereof.   No remedy set forth in this MSA or otherwise available to a party shall be considered exclusive of any other remedy available to the Party, but the MSA me shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient, plus the amount of reasonable attorney’s fees and other costs associated with remedying breach of this MSA.   The validity, interpretation and performance of this MSA shall be governed by and construed in accordance with the laws of the State of Illinois.   Neither party shall be liable to the other Party for failure to perform any of the services required herein in  the event of strikes, lock-outs, acts of God acts of terrorism, unavailability of supplies or other events over which that Party has no control for so long as such events continue and for a reasonable period of time thereafter.  The Parties shall comply with all applicable federal, state, district and local laws and regulations in the conduct of their obligations under this MSA.  Firm hereby represents that the MSA is legal and enforceable under the laws of the states where it practices law.  The provisions of this MSA shall be deemed severable, and, if any portion shall be held invalid, illegal or unenforceable for any reason, either the provision shall be lawfully reformed to comply with the parties’ intention, the provision shall be severed.  Regardless whether the provision is reformed or severed, the remainder of this MSA shall be effective and binding upon the Parties.  None of the obligations and duties of any Party under this MSA shall in any way or in any manner be deemed to create any obligation to, or any right in, any person not a Party to this MSA.

6.8 Counterparts.  his MSA may be executed in any number of counterparts, each and all of which shall be deemed an original and all of which together shall constitute one and the same instrument.

6.9 No Hiring Bridge Employees or Contractors .  During the term of this MSA and for a period of two (2) years from the date of termination of this MSA, regardless of reason, Firm promises not to engage or hire as an employee, contractor or in any other fashion, any person who was/is an employee, subcontractor, or independent contractor of Bridge.   In the event Firm breaches this provision, Firm shall immediately pay to Bridge an amount equal to the greater of (1) two hundred fifty thousand dollars ($250,000) or (2) twenty four (24) times the average monthly pay rate of said person for the immediately trailing twenty four (24) months of employment, or the number of months of employment if less than a total of twenty four (24). 

6.10 Indemnification.  Except as set forth elsewhere in this MSA, the parties agree to indemnify and hold harmless each other, their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (a) any negligent, reckless or intentionally wrongful act of the other party and that party’s assistants, employees or agents, (b) any material breach by the other party and that party’s assistants, employees or agents of any of the covenants contained in this MSA, (c) or any failure of either party to perform the obligations set forth in this MSA in accordance with the MSA itself and all applicable laws, rules and regulations.  In no event will either Party or their suppliers or third party service providers be liable for any amount which exceeds the sum of the Fees paid during the thirty (30) day period immediately prior to the event giving rise to liability, except as a result of a breach by Firm of sections 4.2 and 6.11, an award of fees and costs to either Party under section 6.13 of this MSA, or as a result of a claim against Bridge related to allegations that it is liable for Firm’s professional malpractice.   In no event shall either Party, or either Party’s suppliers, have any liability to the other Party for any loss of data, lost profits, costs of procurement of substitute goods or services, or any other special, incidental, consequential or indirect damages arising from any of the Services, whether based in contract, tort (including negligence) or any other theory of liability, even if the applicable Party has been advised of the possibility of such damages.

6.11 Dispute Resolution, Mediation and Arbitration.  All disputes arising out of the terms of this MSA shall be resolved in accordance with the procedures set forth in this Section 6.13.  In the event of a material dispute arising out of the terms of this MSA, including but not limited to a dispute concerning whether an alleged material breach of the MSA occurred and/or was cured, either Party shall submit a written notice to the other Party setting forth the basis for such dispute, requesting a meeting with the other Party to discuss a resolution of the dispute.  Within ten (10) business days following the date that such notice is given, if the dispute has not been resolved to the mutual satisfaction of the parties, then the Parties shall meet either in person or via conference call in a good faith effort to resolve such dispute.   If the dispute is not thus resolved it shall then be submitted to final, binding arbitration in Chicago, Illinois. pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect at the time any arbitration proceeding commences, each Party sharing equally the costs of the arbitration.  Any decision or award as a result of any such arbitration proceeding shall be in writing, shall provide an explanation for all conclusions of law and fact, and shall include the assessment of costs, expenses and reasonable attorney fees.  An award of arbitration may be confirmed in a court in Illinois and/or the state where the Firm is located. Any claim arising from this Agreement or the Services offered herewith shall be arbitrated or adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other Party.  In the event of any arbitration or litigation arising out of or relating to this Agreement, the defending Party in such action, in the event such Party prevails, shall be entitled to recover all costs and fees including, without limitation, attorneys’ fees.

6.12 Limitation of Liability.  Except as otherwise expressly stated, in no event will Bridge be liable to Licensees or any other party for any indirect, special, incidental, consequential, or exemplary damages, regardless of the basis or nature of the claim or legal theory, whether in tort, contract or otherwise, resulting from the services, any use of the software, or anything pertaining to the terms, including without limitation any loss of goodwill, lost profits, business interruption, loss of data, or cost of procurement of substitute services, even if such party has expressly been advised of the possibility of such damages. in no event will the aggregate liability for any and all of Licensee’s claims against Bridge under or in connection with this agreement or arising out of or related to services or software exceed the amounts actually paid by Licensee to Bridge during the twelve (12) months prior to the date a claim is made. Any claim arising from this Agreement or the Services offered herewith shall be arbitrated or adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other Party.   In the event of any arbitration or litigation arising out of or relating to this Agreement, the defending Party in such action, in the event such Party prevails, shall be entitled to recover all costs and fees including, without limitation, attorneys’ fees.