TERMS and CONDITIONS

These LexHelper Terms of Service (these “Terms”) govern the access and use of all services and products offered by LexHelper LLC (“LEX”) (Company Number R13564778). These Terms constitute a legally binding agreement between LEX and any individual or entity that accesses or otherwise uses or receives any LEX services or products (“Customer”).

1. APPLICABILITY OF THESE TERMS

These Terms replace all prior versions of Terms of Service and apply to Customer’s use of all services offered by LEX (“LEX Services”), LEX’s website located at www.LexHelper.com (“LEX Website”), and any smartphone apps offered by LEX, regardless of where such apps were obtained by Customer (“LEX Apps”). In these Terms, the LEX Services, LEX Website and LEX Apps are collectively referred to as “LEX Offerings.” LEX may from time to time change these Terms, and any other terms or conditions appearing on the LEX Website that may be referred to in these Terms, in accordance with Section 7.

2. SIGN-UP

2.1 Account. Customer must register with LEX before receiving any LEX Services. After such registration is complete, LEX will establish an online account for Customer (“Customer’s Account”) that can be accessed on the client portal on the LEX Website and, at LEX’s option, from one or more LEX Apps.

2.2 Password. Customer will not share with any third party, and will otherwise keep secret, any password that can be used to access Customer’s Account (“Customer’s Password”). Customer will be solely responsible for all activities conducted through Customer’s Account, and will be liable for all losses and damages arising from any use or misuse of Customer’s Account. If Customer believes that any third party knows Customer’s Password or that there has been any unauthorized access to Customer’s Account, Customer will immediately change Customer’s Password and notify LEX. Customer will not, and will have no right to, transfer Customer’s Account or Customer’s Password to any third party.

2.3 Telephone Number. After Customer registers with LEX, LEX will assign to Customer a unique telephone number, your (“LexNumber”) for use with LEX services provided to Customer. To the extent not prohibited by applicable law or regulation, in the event that any Trial Service or LEX Paid Service (as defined in Section 4 below) is terminated, LEX may retain the assigned telephone number for use as it sees fit.

3. TRIAL SERVICE

3.1 Trial Period. Subject to these Terms, LEX may provide to Customer a live receptionist answering service (“Trial Service”) during a trial period commencing on Customer’s registration with LEX and expiring within a number of days specified by LEX, which period may be extended or shortened by LEX in its discretion (such period, “Trial Service Term”). Customer acknowledges and agrees that the scope and details of the Trial Service will be determined by LEX in its discretion. The Trial Service is not applicable for prior Customers of LEX, casual Customers or new Customers that require LEX Services for promotional or advertising campaigns.

3.2 Trial Usage Charges. At no charge to Customer, LEX will provide Customer with a credit to be applied to incremental charges that are incurred based on Customer’s usage of the Trial Service (“Trial Usage Credit”). Customer acknowledges and agrees that (a) the amount of the Trial Usage Credit will be determined by LEX in its discretion and (b) the amount of such incremental charges will be determined, and may be changed, by LEX in its discretion.

3.3 Termination of Trial Service. LEX may terminate the Trial Service at any time for any reason or no reason. Without limiting the foregoing, LEX may terminate the Trial Service upon expiration of the Trial Service Term, depletion of the Trial Usage Credit, or commencement of any LEX Paid Services (as defined in Section 4 below). After the termination of the Trial Service, Customer will need to purchase LEX Paid Services, as described in Section 4 below, in order to continue to receive services from LEX. Any portion of the Trial Usage Credit not used prior to termination of the Trial Service will be forfeited and may not be used in connection with any LEX Paid Services.

4. PAID SERVICES

4.1 Adding Paid Services. Customer may at any time request to receive one or more of the paid services described on the LEX Website or in these Terms (“LEX Paid Services”). Customer will select a pricing plan for each LEX Paid Service requested by Customer from the pricing plans offered by LEX (“Pricing Plans”). Prior to providing any LEX Paid Services, LEX may require that Customer provide information about a credit card to which Customer authorizes LEX to submit charges as permitted under these Terms (“Customer’s Credit Card”).

4.2 Paid Service Terms. Each LEX Paid Service that Customer requests and LEX agrees to provide (which agreement may be withheld by LEX in its discretion) is referred to in these Terms as a “Selected Paid Service.” Subject to these Terms, LEX will provide the Selected Paid Services for consecutive one (1) calendar month periods (each such period, a “Paid Service Term”) until terminated in accordance with these Terms.

5. SMARTPHONE APPS

5.1 License. Subject to these Terms, LEX grants to Customer a personal, limited, nonexclusive, nontransferable, non-sublicenseable license to install and use each LEX App on devices for which it was designed solely for the purpose of accessing Customer’s Account and using LEX Services.

5.2 Restrictions. Customer will not, and will have no right to (a) modify or create derivative works of any LEX App; (b) sell, rent, lease, lend, sell, distribute or sublicense any LEX App; or (c) decompile, reverse engineer or disassemble, or otherwise attempt to derive the source code of, any LEX App, or encourage, assist or authorize any other person to any of the foregoing.

5.3 Updates. LEX may, but will have no obligation to, make available to Customer updates, upgrades and new versions of one or more LEX Apps (collectively, “App Updates”). Each App Update will be deemed to be a LEX App for the purposes of these Terms.

5.4 License Termination. The license granted to Customer in Section 5.1 will automatically terminate without notice from LEX if Customer fails to comply with this Section 5, or upon termination of all Selected Paid Services. In addition, LEX may terminate such license at any time with respect to any or all LEX Apps, and upon such termination LEX may modify the affected LEX Apps to make them inoperable. Upon any termination of such license with respect to any LEX App, Customer will cease all use of such LEX App and delete all copies thereof.

5.5 Ownership. Except for the rights explicitly granted to you in these Terms, all right, title and interest in the LEX Offerings are reserved and retained by LEX and its licensors. Customer will not acquire any intellectual property rights or other rights in any LEX Offerings as a result of downloading or using it.

5.6 Third-Party Services. Customer acknowledges that Customer’s use of a LEX Offering may also involve use of the services of one or more third parties, such as a wireless carrier, and that such use may be subject to the separate policies and terms of use, including fees, of such third parties. LEX does not assume, and will not have, any liability or responsibility to Customer or any other person for any such third-party services.

6. PAYMENTS

6.1 Pricing. The charges for each LEX Paid Service may include (a) subscription charges that do not vary based on Customer’s usage of the LEX Paid Service (“Subscription Charges”) and/or (b) incremental charges that are incurred based on Customer’s usage of the LEX Paid Service, e.g., without limitation, excess inbound/outbound call charges, messages sent via text, (“Usage Charges”). The charges for the LEX Paid Services are set forth in the price list on the LEX Website (“Price List”) and restated along with any additional charges in Section 6.2, both of which may be revised by LEX from time to time as set forth in Section 7. All prices quoted exclude any applicable taxes.

6.2 Pricing and Charges.

LexAssistant

PLAN NAME	Minutes	Monthly Subscription	Excess Minutes *(charged per second)*
LexAssistant Pay As You Go	0	$ 85	$ 3.50
LexAssistant 50	50	$ 169	$ 3.50
LexAssistant 100	100	$ 319	$ 3.50
LexAssistant 200	200	$ 599	$ 3.25
LexAssistant 300	300	$ 864	$ 3.25
LexAssistant 350	350	$ 999	$ 3.25
LexAssistant 400	400	$ 1,129	$ 3.25
LexAssistant 500	500	$ 1,399	$ 3.00
LexAssistant 600	600	$ 1,619	$ 3.00
LexAssistant 750	750	$ 1,949	$ 3.00
LexAssistant 1000	1,000	$ 2,499	$ 3.00
LexAssistant 1250	1,250	$ 3,029	$ 2.75
LexAssistant 1500	1,500	$ 3,529	$ 2.75

Higher volume plans and pricing are available – please contact us for further information.

Account Setup Fee $89.00

Add-On Services

Retainer Agreement Management | Setup $ 79 Per Account (one time)

SERVICE	Fee	Frequency
Message by Text	$ 0.10	Per Message
Appointment Scheduling	$ 19	Per Calendar (monthly)
Appointment Scheduling Setup	$ 39	Per Calendar (one time)
Intake Form Management	$ 39	First Form (monthly)
Intake Form Management	$ 19	Additional Forms (monthly)
Intake Form Management \| Setup	$ 69	Per Form (one time)
Calendly Appointment Reminders	$ 10	Per Calendar (monthly)
Calendly Appointment Reminders \| Setup	$ 19	Per Calendar (one time)
Calendly Credit Card Processing	$ 20	Per Account (monthly)
Calendly Credit Card Processing \| Setup	$ 19	Per Account (one time)
24×7 Weekdays After Hours \| M-F 6pm to midnight local time	$ 39	Per Month
24×7 Weekdays \| M-F after 6:00pm local time	$ 79	Per Month
24×7 Weekends S-S all day	$ 89	Per Month
24×7 Combined M-S 24×7 all week	$ 149	Per Month
Additional Contact (emails, diff. process, etc.)	$ 9	Per Item Per Month
Additional Contact \| Setup	$ 19	Per Item (one time)
Additional Information	$ 19	Per Month
Additional Information \| Setup	$ 29	Per Account (one time)
Additional LexNumber	$ 10	Per Line (monthly)
Additional LexNumber \| Setup	$ 19	Per Account (one time)
Retainer Agreement Management	$ 119	Per Agreement (monthly)
Retainer Agreement Management \| Setup	$ 79	Per Account (one time)
Divert Services	$ 39	Per Line (monthly)

After Hours Calls. Calls occurring outside of normal business hours, M-F, 8:00 am to 6:00 pm local time, can be managed by LEX by subscribing to one of our after hours plans (“24×7 plans”) listed in Add-On Services above.

Telemarketing Calls. Calls identified by LEX as being from telemarketers or promotional companies will not be deducted from subscription allowances or incur the excess call rates stated above in Section 6.2. Such calls will incur a discounted charge of $0.50 per call. LEX makes best endeavors but takes no responsibility for the accurate identification of such calls as being from telemarketers or promotional companies.

LEX defines a telemarketing call as one that:

solicits interest from prospective customers, relates to a political campaign or contains music and/or messages with no apparent association to Customer, and
is either a recording or from a natural person where Customer has instructed LEX to immediately terminate such a call

Virtual Paralegal. Virtual paralegal fees include the following

Virtual Paralegal | Setup $ 119 Per Account (one time)

Virtual Paralegal | Services $ 60 to 75 Per hour for basic paralegal services. Specialty paralegal services may be higher.

6.3 Discounts. If LEX grants to Customer any discount for any Selected Paid Service, such discount will be applied to the applicable charges set forth in the Price List or these Terms and will apply only during the period specified by LEX (“Discount Period”), after which the charges set forth in the Price List or these Terms will apply without such discount.

6.4 Subscription Charges. For each Selected Paid Service, the applicable Subscription Charge for each Paid Service Term shall be charged to Customer’s Credit Card in advance of such Paid Service Term. With respect to any Selected Paid Service that is added in the middle of (i.e., not on the first day of) a Paid Service Term, the Subscription Charge for such Paid Service Term will be pro-rated for the remainder of such Paid Service Term and shall be charged to Customer’s Credit Card when LEX starts providing such Selected Paid Service.

6.5 Usage Charges.

(a) Customer will be required to maintain a prepaid credit to be applied to Usage Charges incurred by Customer (“Prepaid Usage Credit”). On or before the first day of the first Paid Service Term, LEX may establish the Prepaid Usage Credit by charging to Customer’s Credit Card an amount of $50 or as otherwise specified by LEX (“Prepayment Amount”). Customer may not transfer the Prepaid Usage Credit to any third party.

(b) For each Selected Paid Service, all Usage Charges incurred by Customer in excess of the usage allowances included in the Pricing Plan selected by Customer (“Excess Usage Charges”) will be deducted automatically from the balance of the Prepaid Usage Credit. The usage allowances included each Pricing Plan will expire if not used within the time periods to which they apply, and in any event, unused usage allowances for any Paid Service Term will not be carried over to any subsequent Paid Service Term.

(c) Each time the balance of the Prepaid Usage Credit drops below a certain threshold amount determined by LEX (which will be $0 unless LEX notifies Customer otherwise), LEX may charge to Customer’s Credit Card an amount equal to that which restores the Prepaid Usage Credit to $0 plus the Prepayment Amount, which will be added to the balance of the Prepaid Usage Credit. LEX will have the right to increase the Prepayment Amount if LEX determines, in its discretion, that the Prepayment Amount is insufficient to cover Excess Usage Charges incurred by Customer.

(d) LEX shall charge to Customer’s Credit Card any Excess Usage Charges incurred by Customer that exceed the available balance of the Prepaid Usage Credit.

6.6 Pricing Plan Changes. Customer may request to change the Pricing Plan it selected for any Selected Paid Service to a different Pricing Plan. If LEX approves such request, the new Pricing Plan may take effect on the first day of the Paid Service Term following the Paid Service Term in which LEX receives such request unless Customer requests, and LEX agrees, that the new Pricing Plan will take effect during the Paid Service Term in which LEX receives such request, in which case the following will apply:

(a) Customer’s Paid Service Term for the new Pricing Plan will commence the following day (unless Customer and LEX agree otherwise); and

(b) if there are unused usage allowances in the previous Pricing Plan, the Customer will receive a credit to their account calculated as:

Credit % (defined below) x Subscription Charge of previous Pricing Plan

Credit % is equal to the lesser of:

(i) days remaining in the Paid Service Term divided by the average number of days in a month (30.4 days); or

(ii) unused usage allowances in the previous Pricing Plan divided by usage allowances of the previous Pricing Plan.

(c) Usage Charges incurred by Customer during a Paid Service Term in excess of usage allowances will be calculated under the terms of the Pricing Plan in place at that time of the usage; and

(d) except as set forth in Section 6.6(b) above, Customer will not be entitled to any refunds or credits for any amounts previously paid, and any charges previously incurred by Customer will remain payable by Customer.

6.7 Taxes. Customer will be responsible for any taxes, duties, levies or other governmental charges (collectively, “Taxes”) assessed or imposed in connection with any LEX Offerings provided to Customer or any payments or transactions under these Terms, excluding LEX’s income taxes. If LEX is obligated to collect or pay any such Taxes, LEX may charge to Customer’s Credit Card the amount of such Taxes except to the extent Customer provides LEX with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.8 Credit Card Payments. Customer hereby authorizes LEX to submit charges to Customer’s Credit Card as permitted under this Section 6. Notwithstanding anything to the contrary, LEX may, at its discretion, require that (a) a different credit card be provided as Customer’s Credit Card, or (b) any amount LEX is permitted to charge to Customer’s Credit Card be paid by Customer using a method of payment other than Customer’s Credit Card, e.g., check or wire transfer.

6.9 Other Payment Terms. All amounts payable by Customer under these Terms will be charged to Customer’s Credit Card or otherwise paid in United States dollars. If any amount payable by Customer under these Terms is not paid when due (including, without limitation, due a charge to Customer’s Credit Card being declined or initially accepted but subsequently reversed), (a) Customer may be charged penalty or interest fees at the highest rate permitted by law until such amount is paid in full, and (b) Customer will be responsible for all reasonable expenses (including collection and legal fees) incurred by LEX in collecting such amount.

6.10 Unwanted Calls. LEX does not take any responsibility for any inbound calls, including, without limitation, any inbound calls from (a) telemarketers or promotional companies, (b) callers who misdialed, or (c) or callers who do not leave messages. LEX makes best endeavors to facilitate the blocking of numbers as nominated by Customer to minimize the number of such calls, however these calls qualify as inbound calls and may result in Usage Charges in accordance with Section 6.2.

7. CHANGES TO TERMS OF SERVICE

7.1 Revisions to Prices. LEX may revise the Price List or charges set forth in these Terms from time to time. Such revisions may include, without limitation, changes to the amounts of the Subscription Charges or Usage Charges for LEX Paid Services, changes to the usage allowances included in the Pricing Plans, and discontinuation of Pricing Plans.

(a) Each such revision will take effect immediately upon being posted to the LEX Website and may also be accessed from within the customer portal, except that any such revision that affects a Selected Paid Service will apply to Customer starting at the commencement of a Paid Service Term beginning no less than thirty (30) days from the date which LEX provides notice of such revision to Customer in accordance with Section 14.3. If Customer does not agree to any such revision, Customer may terminate the affected Selected Paid Services in accordance with Section 10.1 below and discontinue its use of such Selected Paid Services. If Customer does not terminate its use of any affected Selected Paid Service prior to the effective date of such revision, Customer will be deemed to have agreed to such revision with respect to such Selected Paid Service.

(b) If a Pricing Plan selected by Customer is discontinued, Customer will select a new Pricing Plan from then-current pricing plans offered by LEX. If Customer does not select a valid new Pricing Plan prior to the effective date of such discontinuation, then LEX may either (i) suspend the affected Selected Paid Service until Customer selects a valid new Pricing Plan or (ii) select a valid new Pricing Plan on Customer’s behalf.

7.2 Changes to Services or Terms. LEX may from time to time make changes to any Selected Paid Service (including, without limitation, the scope, nature and other details of such Selected Paid Service), these Terms, LEX’s Fair Use Policy (as defined in Section 8.4 below) or any other terms or conditions appearing on the LEX Website that may be referred to in these Terms, in each case by providing notice to Customer in accordance with Section 14.3. Each such change will be effective on the date of such notice if such change is made by LEX to comply with any applicable laws or to address any actual or potential third party claims, or if such notice is provided to Customer during the Trial Service Term; otherwise, it will be effective at the end of the Paid Service Term in which such notice is delivered, provided that if such notice is delivered less than fifteen (15) days prior to the end of such Paid Service Term, such change will be effective at the end of the subsequent Paid Service Term. If Customer does not agree to such change, Customer may terminate the affected Selected Paid Services in accordance with Section 10.1 below and discontinue its use of all other affected LEX Offerings. If Customer does not terminate such Selected Paid Services and discontinue its use of all other affected LEX Offerings prior to the effective date of such change, Customer will be deemed to have agreed to such change. For avoidance of doubt, this paragraph does not apply to changes to the Price List, which are addressed in Section 7.1.

8. OTHER OBLIGATIONS OF CUSTOMER

8.1 Information Provided by Customer. Customer represents that all information provided by Customer to LEX (including, without limitation, all contact information and information regarding Customer’s Credit Card) is accurate, up-to-date and complete at the time it is provided to LEX. Customer will update all such information so that it remains accurate, up-to-date and complete at all times.

8.2 Forwarding Phone Numbers. Some LEX Offerings may involve the forwarding of calls or messages to phone numbers specified by Customer (“Forwarding Telephone Numbers”). Customer represents that all Forwarding Telephone Numbers are under Customer’s direct control, and Customer will not direct LEX to forward calls or messages to any phone numbers not under Customer’s direct control. In addition, Customer acknowledges and agrees that LEX will have the right to refuse to forward calls and messages to any telephone number in LEX’s discretion, in which case Customer will need to provide a different telephone number to receive forwarded calls and messages.

8.3 Compliance with Laws. Customer will at all times comply with all applicable laws and regulations in connection with its use of LEX Offerings. Customer will not use any LEX Offerings to engage in, or to encourage or assist others to engage in, any illegal or fraudulent activities.

8.4 LEX Fair Use Policy. In connection with its use of LEX Offerings, Customer will at all times comply with LEX’s fair use policy (“Fair Use Policy”). The Fair Use Policy pertains to Customer’s usage during the Trial Service Term. Under the Fair Use Policy LEX may shorten or end the Trial Service Term of the Customer with immediate effect should it determine, at its absolute discretion, that the Customer’s usage is in any way unreasonable. Such policy may be amended by LEX from time to time.

8.5 Other Prohibited Activities. Customer will not, and will have no right to:

(a) sell, resell or otherwise provide any LEX Offerings to third parties, or use or otherwise exploit any LEX Offerings for the purpose of selling or otherwise providing to third parties the benefit of any LEX Offerings or any products or services that are similar to any LEX Offerings;

(b) overburden, disable or otherwise disrupt any LEX Offerings or interfere with the use of any LEX Offerings by any other LEX customers; or

(c) obtain or attempt to obtain any materials or information regarding any LEX Offerings or any other user of LEX Offerings through any means not intentionally made available or provided for by LEX through the LEX Website or any LEX App.

8.6 Indemnification. Customer will indemnify, defend, and hold harmless LEX from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any breach by Customer of these Terms or any third-party claim relating to any of Customer’s products, services or businesses.

9. SERVICE SUSPENSION

9.1 Insufficient Funds. LEX may suspend the performance of any or all Selected Paid Services if any charge submitted by LEX to Customer’s Credit Card as permitted under these Terms is declined or is initially accepted but subsequently reversed, or any amount payable by Customer under these Terms is not otherwise paid when due.

9.2 Emergency Suspension. LEX may suspend the performance of any or all Selected Paid Services and disable Customer’s access to Customer’s Account and any LEX Offerings if LEX has any reason to believe that (a) Customer has committed any breach of Section 8 or has engaged in any activity that could disrupt any LEX Services, or (b) there has been any unauthorized access to Customer’s Account or unauthorized use of any LEX Services in Customer’s name.

10. SERVICE TERMINATION

10.1 Termination by Customer. Customer may terminate any or all of the Selected Paid Services at any time by sending LEX an email to billing@LexHelper.com that identifies the Selected Paid Services to be terminated and the date on which Customer desires such termination to take effect (“Requested Termination Date”), which date will be no earlier than thirty (30) days after the date such email is sent. The effective date of such termination will be, at LEX’s election, either (i) the Requested Termination Date or (ii) thirty (30) days after the date such email is sent. If a new Paid Service Term starts prior to the effective date of such termination, Customer will incur the applicable Subscription Charge for the new Paid Service Term.

10.2 Termination by LEX

(a) For Cause. LEX may terminate any or all Selected Paid Services if (i) Customer commits a breach of Section 5.2, 8.3, 8.4 or 8.5, (ii) Customer commits any other breach of these Terms and fails to remedy such breach within five (5) days, or (iii) Customer ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, avails itself of or becomes subject to any petition or proceeding relating to insolvency or the protection of the rights of creditors, or any other insolvency or bankruptcy proceeding or other similar proceeding for the settlement of Customer’s debt is instituted.

(b) For Convenience. LEX may terminate for convenience any Selected Paid Service by providing notice to Customer in accordance with Section 14.3. Such termination will be effective immediately if such Selected Paid Service is terminated by LEX to comply with any applicable laws or to address any actual or potential third-party claims; otherwise, it will be effective at the end of the Paid Service Term in which such notice is delivered.

10.3 Effect of Termination

(a) Subscription Charges. LEX will have no obligation to refund any Subscription Charges paid by Customer for any Selected Paid Service upon any termination thereof.

(b) Prepaid Usage Credit. LEX will refund to Customer any unused balance of the Prepaid Usage Credit if (i) LEX terminates all Selected Paid Services for convenience in accordance with Section 10.2(b) above or (ii) Customer terminates a Selected Paid Service in accordance with Section 10.1 in response to, and within ten (10) days of, LEX making a change or revision as described in Section 7.1(a) or 7.2, and there are no other Selected Paid Services. LEX will have no obligation to refund any unused balance of the Prepaid Usage Credit if the Selected Paid Services are terminated by either party under any other circumstances.

(c) Phone Calls and Messages. Following termination of any LEX Service, LEX will not be responsible in any way for answering calls, taking or delivering messages, or performing any other activities in connection with such LEX Service.

(d) Customer’s Account. Upon termination of all LEX Services, LEX may terminate Customer’s Account and Customer’s access thereto.

(e) Customer Data. LEX will have no obligation to retain any data or other information (including, without limitation, any messages or call logs) obtained or generated by LEX in connection with any LEX Service after termination of such LEX Service.

(f) Service Reinstatement. Following termination of any LEX Service, LEX will have no obligation to reinstate or otherwise recommence such LEX Service. If LEX elects (in its discretion) to reinstate or otherwise recommence a terminated LEX Service, LEX may require that Customer pay an Account Setup fee of $89.

11. PRIVACY

11.1 Information collected by LEX from Customer may be used by LEX in accordance with LEX’s privacy policy as available on the LEX Website (“LEX Privacy Policy”) and as may be amended from time to time. The Customer agrees to regularly review LEX Privacy Policy.

12. GDPR DATA PROTECTION Not Applicable at this time

13. LIMITATIONS OF LIABILITY

13.1 Disclaimer of Warranties. Customer acknowledges and agrees that Customer’s use of the LEX offerings is at Customer’s sole risk. To the maximum extent permitted by applicable law, the LEX Offerings are provided “as is” and “as available,” with all faults and without warranty of any kind, and LEX expressly disclaims all representations and warranties (whether express, implied, statutory or otherwise) regarding any LEX offerings or any other aspects of this agreement, including, without limitation, any warranties of title, satisfactory quality, non-infringement of third party rights, accuracy, quiet enjoyment, merchantability or fitness for a particular purpose, and any warranties arising out of any industry custom or course of dealing. Without limiting the foregoing, LEX makes no representations or warranties regarding the quality, accuracy or content of any information or messages received on behalf of customer, and LEX does not warrant that any LEX offering will be free of mistakes, defects or inaccuracies, will be available without interruption, or will meet customer’s requirements.

13.2 Limitations of Liability. To the extent not prohibited by applicable law, and regardless of the theory of liability (contract, tort or otherwise), in no event will (a) LEX be liable under or in connection with this agreement for any indirect, special, incidental, consequential, exemplary or punitive damages, or any damages for business interruption or loss of revenues, profits, business or data, even if LEX knew or should have known of the possibility of such damages, or (b) LEX’s aggregate liability under or in connection with this agreement exceed the total of all amounts paid by Customer to LEX for the LEX Offerings giving rise to liability applicable to the Paid Service Terms during which the events giving rise to liability occurred. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

13.3 Essential Part of Bargain. Customer acknowledges that the disclaimers of warranties and limitations of liability set forth in these Terms are essential to the bargain between Customer and LEX, and that LEX would not have been willing to enter into these Terms or to provide any LEX Offerings to Customer absent any such disclaimers or limitations.

13.4 Exceptions. The laws of some jurisdictions may not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer. If such laws apply to Customer, some or all of the warranty exclusions and limitations of liability set forth in these terms may not apply to Customer.

14. OTHER

14.1 Governing Law and Venue. This Agreement will be governed by and construed pursuant to the laws of Alabama, United States and the parties agree to submit to the jurisdiction of the Courts of Alabama, United States in connection with any dispute relating to this Agreement.

14.2 Force Majeure. If LEX is prevented from or delayed in complying with an obligation by an event beyond its reasonable control, performance by it of that obligation is suspended during the time compliance is prevented or delayed.

14.3 Notices to Customer. Any notice from LEX to Customer required, permitted or otherwise contemplated by these Terms may be provided by LEX to Customer by email, text message, message in the client portal on the LEX website, telephone or voicemail message.

14.4 Precedence. The requirements of these terms and conditions will take precedence over any irreconcilably inconsistent provisions contained within the Service Agreement.

14.5 Assignment. Customer may not assign any of its rights or obligations under these Terms or any Service Agreement without the prior written consent of LEX. LEX shall be entitled to freely assign any or all of its rights and obligations under these Terms and any Service Agreement to an affiliate, parent entity, or subsidiary, or in connection with the sale of all or substantially all of its assets, whether by way of merger, acquisition of stock or assets, consolidation, operation of law, or otherwise.