Terms of Service

These Terms of Service ("Terms") apply to your access to and use of FeeSplitter websites and fee allocation services for law firms (collectively, our "Services") provided by TMAI, LLC ("TMAI" or "we" or "us"). FeeSplitter is a product offered by TMAI, LLC.

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms in their entirety, do not use our Services.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email or providing a banner on the home page of the Services announcing such changes and providing a link to the updated Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

If you have any questions about these Terms or our Services, please contact us at contact@feesplitter.com.

1. Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy at feesplitter.com/privacy.

2. Eligibility

By using our Services, you represent and warrant that you have the legal right and ability to enter into the agreement to use our Services in accordance with these Terms of Service. If you use our Services on behalf of a law firm or other entity, (a) all references to "you" throughout these Terms will include that law firm or entity, (b) you represent that you are authorized to accept these Terms on that law firm's or entity's behalf, and (c) in the event you or the law firm or entity violates these Terms, the law firm or entity agrees to be responsible to us.

You may not use the Services if you are located in, or a citizen or resident of, any country, territory or other jurisdiction that is embargoed by the United States or where your use of the Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction.

3. User Accounts and Account Security

You will need to register for an account to access our Services. You must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

4. User Content

Definition and Ownership

Our Services allow you to upload, import, and process billing and fee allocation data ("User Content"). Except for the license you grant below, you retain all rights in your User Content, as between you and us.

License

You grant us and our subsidiaries and affiliates a limited, nonexclusive, royalty-free license to use, reproduce, and process your User Content solely for the purpose of providing the Services to you. This license is limited to the duration of your use of our Services, except where longer retention is required for compliance with legal obligations, dispute resolution, or technical requirements.

Your Obligations

You may not upload or submit any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit, or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

Waiver of Responsibility and Liability

We take no responsibility and assume no liability for any User Content uploaded, stored, or processed by you or any third party, or for any loss or damage thereto, incomplete or inaccurate User Content, or for any user conduct. Enforcement of the User Content or conduct rules set forth in these Terms is solely at our discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances.

5. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. In addition, you will not:

• Use or attempt to use another user's account without authorization from that user and us;
• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell, or commercially use our Services beyond the scope of your subscription;
• Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
• Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services;
• Develop or use any applications that interact with our Services without our prior written consent;
• Bypass or ignore instructions contained in our robots.txt file; or
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

6. Ownership; Limited License

Our Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, are owned by us or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your law firm's fee allocation needs. Any use of our Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited, will terminate this license, and violate our intellectual property rights.

7. Trademarks

FeeSplitter, TMAI and our logos, our product or service names, our slogans, and the look and feel of our Services are our trademarks and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

8. Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about us or our Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in our sole discretion. You understand that we may treat Feedback as nonconfidential.

9. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify our designated agent as follows:

Designated Agent: Legal Department
Address: TMAI, LLC
4034 Outer Dr., Nashville, TN 37204
Telephone Number: (615) 975-5582
E-Mail Address: contact@feesplitter.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to us for certain costs and damages.

10. Third-Party Content

We may provide information about third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through our Services (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. We do not control or endorse, and make no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

11. Custom Implementations and Service Agreements

Your use of our Services may be subject to additional terms contained in a Service Level Agreement or other Service Agreement between you and TMAI, LLC. Such agreements are supplemental to these Terms and may contain additional terms governing specific implementations, service levels, or custom features. In the event of a conflict between these Terms and any Service Agreement, the terms of the Service Agreement will control with respect to the specific services covered by that agreement.

12. Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, we do not represent or warrant that our Services are accurate, complete, reliable, current, or error-free. While we attempt to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of our Services.

13. Limitation of Liability

To the fullest extent permitted by applicable law, we will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if we have been advised of the possibility of such damages.

The total liability of us for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services in the 12 months preceding the claim.

The limitations set forth in this Section 13 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of us or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

14. Data Processing

In order for us to provide our Services, you agree that we may process, transfer, and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

15. Governing Law and Venue

Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of the State of Tennessee, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that cannot be heard in small claims court will be resolved in the state or federal courts of Tennessee and the United States, respectively, sitting in Davidson County, Tennessee.

16. Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

17. Severability

If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

18. Miscellaneous

These Terms, including any terms and conditions incorporated in these Terms, is the entire agreement between you and TMAI, LLC relating to its subject matter, and supersedes all other agreements or understandings between you and TMAI, LLC relating to its subject matter. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Services, in whole or in part, without your prior written consent.