Last Updated: May 15, 2022
Welcome to BlueWell. We are a private bar association designed for a modern law practice. Our services, which include this website, professional services offered through our site, via Slack, or offline, and technology developed or licensed by us (collectively, the “Services”), are provided by Scale Platform, Inc. d/b/a BlueWell (“BlueWell,” “we,” or “us”). By using our Services you (on behalf of yourself and your law firm, where appropriate) agree to these terms of service, as they may be updated from time to time (the “Terms”), so please read them carefully.
BlueWell is not a law firm and does not provide legal advice. In light of this understanding, please keep the following in mind:
Referral standard terms. BlueWell attorneys often refer their clients to one another. If you refer work to another BlueWell attorney, you may elect to charge a referral fee (where permissible by the applicable ethical rules). In that event, you may use a separate referral fee agreement to evidence the particular referral fee agreed between the parties. If, instead, both parties agree that these Terms shall govern their referral relationship, you agree to the following terms:
Independent Contractor standard terms. BlueWell attorneys and firms often support one another on discrete matters as independent contractors. If you work for another BlueWell attorney or firm, or if you engage another BlueWell attorney to work for your firm, you may elect to use your own independent contractor agreement. If, instead, both parties agree that these Terms shall govern their independent contractor relationship, the following terms (the “Agreement”) shall apply:
Services and Payment.
Confidentiality. The parties shall hold in confidence and not disclose to any third party all Confidential Information.
Intellectual Property. To the extent that Contractor acquires any intellectual property right, title or interest that arises out of or in connection with the Services (collectively, “Inventions”), Contractor shall and hereby does grant to Engaging Firm a non-exclusive, perpetual, worldwide and irrevocable license to use, sublicense, or sell the Inventions.
Warranties. Contractor represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others; (ii) Contractor shall comply with all applicable laws in the course of performing the Services; and (iii) Contractor has obtained all necessary licenses to perform the Services contemplated hereunder.
Indemnification and Insurance.
Conflicts. Contractor shall undertake a diligent conflict check before commencing representation of any Client and throughout the duration of the engagement and shall promptly notify Engaging Firm of any conflict or potential conflict of interest that exists or may arise. Contractor shall provide Engaging Firm with sufficient detail of the conflict or potential conflict to allow Engaging Firm to evaluate the applicability of the relevant professional rules of conduct, and if the Engaging Firm in its discretion determines that an actual or potential conflict exists, Contractor shall comply with Engaging Firm’s direction to decline representation or withdraw from any existing representation in accordance with the applicable ethical rules.
Termination. Either party may terminate this Agreement at any time, with or without cause, subject to the applicable rules of professional responsibility. In the event such termination is for convenience and not a material breach of this Agreement, Engaging Firm shall upon such termination pay Contractor all unpaid, undisputed amounts due for the Services completed prior to notice of such termination. All provisions of this Agreement that should reasonably survive termination to accomplish their purpose (e.g., Contractor’s confidentiality, intellectual property, and insurance and indemnification obligations) shall survive any termination or expiration.
Relationship of the Parties; Independent Contractor; No Employee Benefits. Notwithstanding any provision hereof, Contractor is an independent contractor and is not an employee, agent, partner, or joint venturer of Engaging Firm and shall not bind nor attempt to bind Engaging Firm to any contract. Contractor shall accept any directions issued by Engaging Firm pertaining to the goals to be attained and the results to be achieved by Contractor, but Contractor shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. Contractor shall not be eligible to participate in any of Engaging Firm’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Engaging Firm shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Contractor. Contractor shall comply at Contractor’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. Although it is the intent of Contractor and Engaging Firm to enter into an independent contractor agreement by and through this Agreement, if Contractor is later found by a court, arbitrator, or regulatory agency with competent jurisdiction to be an employee of Engaging Firm, Contractor agrees that any such employment shall be deemed to be at will.
Assignment. This Agreement and the services contemplated hereunder are personal to Contractor and Contractor shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Engaging Firm. Any attempt to do so shall be void. Engaging Firm may fully assign and transfer this Agreement in whole or part.
Tax Preparation and Filing. Contractor shall provide the Engaging Firm with a W9 and receive a 1099 reflecting the income from the Engaging Firm over the relevant period. Contractor shall be solely responsible for paying any and all taxes due from the amounts paid to the Contractor by the Engaging Firm, as well as the costs associated with the Contractor’s preparation and filing of his or her individual taxes.
Modification. The parties may agree to alter the terms of this Agreement, in whole or in part, but only in a writing signed by the parties or by email with clear and conspicuous evidence of mutual agreement.
Miscellaneous. Any breach of the confidentiality obligations of this Agreement will cause irreparable harm for which damages would not be an adequate remedy, and therefore, the injured party shall be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the state of incorporation of the Engaging Firm without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
Because you may interact with attorneys and staff from outside your firm on the BlueWell platform, your professional responsibility obligations prohibit you from sharing client confidences with us or other attorneys using the Services, except as otherwise permitted by the applicable rules. We agree to keep any Confidential Information (as defined below) confidential, and to limit the disclosure of any Confidential Information to those BlueWell employees or agents with a need to know the information to perform the Services. If any Confidential Information is shared with you, you agree to keep any such information confidential, except as disclosure may be required by law. “Confidential Information” shall mean any nonpublic information about or concerning your clients or the clients of other attorneys using the BlueWellServices, nonpublic information about our Services, and other information that a reasonable person would understand to be confidential under the circumstances. If you are unsure about whether certain information in your possession constitutes Confidential Information, it is your responsibility to inquire with the disclosing party before disclosing any such information to a third party. In the event you gain access to any information not intended to be accessed by you, you agree that you will immediately notify BlueWell at firstname.lastname@example.org and lawfully destroy all copies of such information in your possession.
Fees for the Services will be as agreed between you and us in writing (email suffices). Invoices will be billed in arrears and payable Net 30.
Subject to these Terms, we hereby grant you a limited, worldwide, nonexclusive, revocable, non-transferable and non-sublicensable license to access and use the Services. We reserve the right in our sole discretion to modify the Services for any reason or no reason.
The Services are provided “as is.” To the maximum extent permitted by law, BlueWell disclaims all warranties (express, implied, statutory and otherwise), including any warranties of merchantability, fitness for a particular purpose, accuracy of information, timeliness of information, non-infringement, and uninterrupted or error free operation. Your access to and use of the Services are at your own risk. In no event will BlueWell or its agents, partners, employees, vendors, or licensors be liable for any consequential, special, exemplary, or punitive damages (including without limitation damages for loss of data, revenue, or profits), foreseeable or not, arising out of your access or use of the Services, based on any claim whatsoever, and even if advised that such damages were possible. The maximum, aggregate liability of BlueWell to you arising out of or related to the Services will not exceed $1,000.00, which amount will be in lieu of all other remedies which you may have against BlueWell and the aforementioned persons.
You may terminate your agreement with BlueWell at any time. In the event you do so, you will remain responsible for any unpaid fees, whether or not they have been invoiced at the time of termination, and you agree to keep Confidential Information confidential.
Similarly, we may terminate your account with BlueWell at any time and for any reason, including your failure to timely pay fees or comply with the BlueWell Community Code of Conduct.
Please contact us at email@example.com.