TERMS OF SERVICE

Effective August 22, 2023

Razziliance, Inc., a California corporation doing business as ProSCALE Legal ("ProSCALE"), provides legal templates, information, strategies, and inspiration to help business leaders securely scale their enterprises with peace of mind and reduced legal costs. These services may be ordered by customers through the ProSCALE's website at https://www.proscalelegal.com, including other pages using the proscalelegal.com domain (collectively, the "Website"), or through any other order forms ProSCALE might make available on one or more occasions (“Order Forms”).

These terms of service are an agreement between ProSCALE and each person, whether an individual or an entity acting through an authorized representative, who orders one or more services through the Website or an Order Form (“you”). These terms of service govern your membership in, your use of, and ProSCALE’s provision of any services you order (“Our Relationship”), and will be effective as a binding agreement between you and ProSCALE during the term of Our Relationship.

1. Offer and Acceptance.

By submitting an order for one or more services through the Website or an Order Form, you offer to purchase those services from ProSCALE under these terms of service.

Your order will become effective as an offer when it is submitted by you and received by ProSCALE at its office in California. You may cancel the offer any time before it is accepted by ProSCALE.

ProSCALE is not required to accept your order. Our Relationship will begin on the day ProSCALE accepts your offer ("Effective Date") by either (a) notifying you (other than by an automatic order confirmation) that ProSCALE has accepted your order, or (b) performing under these terms of service for more than 5 days, with such acceptance being deemed to occur the day ProSCALE first began to perform with respect to your order.

2. The Services

1. If ProSCALE accepts your order, ProSCALE shall provide you each service you included in that order (each an “Ordered Service”) in accordance with the descriptions and specifications stated in the order for each such Ordered Service (“Service Descriptions”).

In these terms of service, the term “Membership” means any Ordered Service provided by ProSCALE that is or includes one or more of the following:

a. membership in mastermind or other program, or

b. access to a bundle, suite, or other package of legal templates.

2. ProSCALE will be deemed to provide each Ordered Service to you by, to the extent applicable to each Ordered Service:

a. providing you with reasonable access to all meetings, calls, sessions, retreats, and other events that (a) the Service Descriptions state ProSCALE will provide you access to as part of that Ordered Service or (b) ProSCALE provides its clients access to in the ordinary course of business as part of that Ordered Service (collectively, “Events”);

b. ensuring one or more coaches, consultants, advisors, instructors, concierges, analysts, assistants, customer support specialists, or other service providers employed or contracted by ProSCALE to provide personal services on behalf of ProSCALE ("Team Members") timely host, appear for, and participate in all scheduled Events in accordance with the Service Descriptions for that Ordered Service;

c. providing you reasonable access to all Facebook groups, Clubhouse rooms, Discord servers, Zoom meetings, Google Hangouts, message boards, and other interactive forums that Service Descriptions state ProSCALE provides as part of that Ordered Service or that ProSCALE provides to its clients as part of that Ordered Service in the ordinary course of business (collectively, “Forums”);

d. provide you reasonable access to each legal template or that the Service Descriptions state are provided by ProSCALE, or that ProSCALE provides in the ordinary course of business to its clients, as part of that Ordered Service (“Templates”);

e. providing you reasonable access to all documents (other than Templates), audio and video recordings, social media posts, sample forms, webpages, and other digital content that the Service Descriptions state are provided by ProSCALE, or that ProSCALE provides in the ordinary course of business to its clients, as part of that Ordered Service (“Content”); and

f. providing you substantially all other deliverables, if any, in accordance with the Service Descriptions for that Ordered Service.

3. Subject to the terms in the order, the access to Templates or Events, Forums, Content of a Membership that ProSCALE grants you under these terms of service is limited to –

a. only you (or if you are entity, your primary contact designated in the order or later notice to ProSCALE (“Primary Contact”) and one of your other employees, contractors, officers, and managers (collectively, "Support Team"), and

b. the duration of the Membership stated in the Service Descriptions.

4. You and your Support Team will lose access to the Events, Forums, and Content after your Membership ends. ProSCALE encourages you (including through your Support Team), to download and store copies of all Content in accordance with the License, as defined in section 9 under the heading “License”.

3. Your Duties

   • Use of Services

You shall only use each Ordered Service in accordance with that service’s respective purpose stated in the Service Descriptions (each a “Purpose”).

• Promptly Paying

a. You must promptly pay ProSCALE all amounts owed to ProSCALE in accordance with the terms of the order, including the price and payment terms stated in the order for each Ordered Service (subject to applicable discounts), any late fees, and any Licensing Fee (as defined in the order).

b. When Our Relationship ends, you remain obligated to promptly pay ProSCALE until the full price of the Ordered Services has been paid. Your payment obligations do not depend on Our Relationship remaining in effect, or you maintaining a Membership or access to Events, Forums, or Content. For example, if Our Relationship ends early after a material breach by you, or if ProSCALE removes you from one or more Events or Forums for violating a provision of the Community Standards (as defined below), you remain responsible to pay ProSCALE for the full price of each Ordered Service as if Our Relationship did not end early.

c. Any failure of you to pay ProSCALE within 45 days of the applicable pay-by date will be a material breach of these terms of service.

d. An action by you will be a material breach of these terms of service if it causes or is intended to cause a bank, credit card issuer, payment processor, or similar financial service to rescind, reverse, withhold, or charge back one or more payments that ProSCALE or a payment processor acting on ProSCALE's behalf charged in accordance with these terms of service.

e. ProSCALE will provide you invoices for any Ordered Services that are billed on an hourly basis. The invoices will state the number of billable hours worked, the nature of the work performed, any billable expenses or other fees being charged to you, and total amount you owe ProSCALE for the period covered by the invoice. If you dispute an amount ProSCALE bills in the invoice, you shall promptly pay ProSCALE the amount that you in good faith does not dispute, and promptly notify ProSCALE of the reasons for disputing the amount billed. The parties shall then promptly negotiate in good faith regarding the amount in dispute.

• Complying with Community Standards

a. When participating in Events and Forums, you must comply with ProSCALE's community guidelines, which are available at https://www.proscalelegal.com/communitystandards ("Community Standards"). If you violate a provision of the Community Standards, ProSCALE may deny you access to Events and Forums until you take reasonable steps to remedy the violation and provide ProSCALE with reasonable assurance that you will not repeat such violation.

b. ProSCALE may modify the Community Standards on one or more occasions. The modified Community Standards will become effective when ProSCALE notifies you about the modification.

• No Sharing Access

You must not share with anyone your log-in information for accessing the Events, Forums, or Content, and shall not otherwise grant anyone access to the Events, Forums, Templates, or Content, except as follows:

a. you may share your log-in information for accessing the Events and Forums with your Primary Contact (if you are an entity) and one additional member of your Support Team); and

b. you may share your log-in information for accessing Templates or Content with each member of your Support Team to the extent necessary for you to use the Ordered Services in accordance with their respective Purposes, on the condition that you first instruct such members of your Support Team that the Templates and Content can only be used for assisting you and no one else.

Maintaining Up-to-date Contact and Billing Information

If your contact information or billing information changes at any time during Our Relationship, you must provide the updated information to ProSCALE within 14 days of any such change.

4. Rescheduling; Failure to Show

• ProSCALE may, on one or more occasions, reschedule any Event by providing you with a notice of the new date and time at least 24 hours before the Event was otherwise scheduled to occur, or as soon as practical if ProSCALE is affected by an emergency.

• You may, on one or more occasions, request that ProSCALE reschedule a one-on-one Event by providing ProSCALE and the impacted Team Member with a notice containing your request at least 24 hours before the Event was otherwise scheduled to occur, or as soon as practical if you are affected by an emergency. Within a reasonable time of receiving such a request from you, ProSCALE will coordinate with you to reschedule the one-on-one event.

• If you fail to attend a one-on-one Event within 15 minutes of the scheduled time and did not request to reschedule in accordance with this section 4, ProSCALE will not be obligated to reschedule that Event and will be deemed to have fulfilled its obligations for that Event.

• Group Events, such as Events available to more than one member of a membership package or program, will be held at the times determined by ProSCALE. ProSCALE will not replace or reschedule any group Event that you fail to attend.

5. Changes to These Terms of Service

ProSCALE may change these terms of service on one or more occasions. All changes will be effective immediately when ProSCALE publishes on the Website the changed terms of service and notifies you of the changed terms by email or other permitted form of notice, but you do not need to acknowledge receipt of such notice for the changes to become effective. The changes will apply to your use of and our provision of the Ordered Services that occurs after the changes take effect. However, any change to a provision in section 17 (titled “Dispute Resolution”) will not apply to any Dispute (defined below) existing before you were notified of that change.

6. Ending Our Relationship

Term. Our Relationship will end when ProSCALE has provided all the Ordered Services to you, unless Our Relationship ends early as provided in this section 6 under the headings “Cooling Off Period”, “Ending Our Relationship for a Long-term Membership”, and “Early End Due to Bankruptcy or Liquidation”, or in section 7 (titled “Material Breach”).

Cooling Off Period. Either party may end Our Relationship early by giving notice to the other party no later than 3 days after the Effective Date.

Ending Our Relationship for a Long-term Membership. If Our Relationship with respect to an Ordered Service is for the term of “a lifetime” or any fixed period of not less than 2 years, and more than a year has passed by since the Effective Date, you may end Our Relationship early by giving ProSCALE at least seven days' prior notice.

​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Ending an Automatically-Renewing Service. If Our Relationship with respect to an Ordered Service renews on a month-to-month, year-to-year, or other ongoing basis, and the order is silent on cancellation, either party may end Our Relationship with respect to that Ordered Service by giving the other party no less than 30 days's prior notice.

Early End Due to Bankruptcy or Liquidation

Our Relationship will end at 11:59 P.M. (ProSCALE’s time) on the day that either party becomes the subject of a petition in bankruptcy or any other proceeding relating to (1) that party's insolvency, receivership, or liquidation, or (2) assignment for the benefit of that party's creditors.

Renewal

Our Relationship will automatically renew with respect to a Ordered Service if –

a. the Service Description provides for such automatic renewal; and

b. ProSCALE sends you one or more notices to remind you of the upcoming renewal.

7. Material Breach

If either party commits a material breach of its obligations under these terms of service, the other party may end Our Relationship early by giving the breaching party at least 14 days’ prior notice of the breach and the date Our Relationship will end, except that any such notice will not end Our Relationship if the breaching party cures that breach before the 14-day period elapses.

ProSCALE may end Our Relationship immediately upon notice to you if ProSCALE determines that you committed a material breach of the Community Standards.

8. No Refunds

You are not entitled to any refund, except if you end Our Relationship early in accordance with section 6 under the heading “Cooling Off Period”.

These terms of service are commitment by both parties for the duration of Our Relationship stated in the Service Descriptions. You understand and acknowledge that there are at least three important reasons why these terms of service do not provide for refunds or permit you to end Our Relationship early except in limited circumstances:

a. You will likely face difficulties, hardship, and other challenges in pursuing your goals and desired outcomes for joining a Membership or purchasing a Template. Strict enforcement of the no-refunds-and-no-early-exit provision will help motivate you to endure and push through these challenges, thus improving your chances of achieving your goals and desired outcomes. This is why this type of provision is common in coaching agreements.

b. As a practical effect of entering these terms of service, ProSCALE must ensure it has adequate time, resources, and workers allocated to fulfill ProSCALE's obligations under these terms of service. In reliance on your promises under these terms of service, ProSCALE will likely take numerous strategic actions, including making purchases, hiring workers, and making other long-term commitments. Your enrollment in the program might also prevent ProSCALE from filling that seat with another potential client.

c. A substantial portion of the price of a Membership or Template covers the Licensing Fee for the Content or Template. ProSCALE has committed substantial time, money, and resources to developing the Content or Template, and by them shares valuable proprietary information belonging to ProSCALE. The Membership or Template delivers substantial immediate value by giving you immediate access to the Content and permission to use them according to the License.

9. Intellectual Property

Ownership

You acknowledge that ProSCALE owns or obtained the rights to use all copyrights, trademarks, trade secrets, and know-how in the Content (collectively, "Intellectual Property").

License

To the extent each Ordered Service is a Membership or Template, in exchange for your agreement to pay the Licensing Fee, ProSCALE hereby grants you a non-exclusive, worldwide, perpetual (subject to revocation as provided in this section 9 under the heading “Revocation of License”), nontransferable, non-sublicensable license to use as permitted in this section 9 under the section titled “Permitted Use” all Content and Templates included in each Ordered Service ("License").

Permitted Use

You are permitted under the License to use all Content or Templates included in each Ordered Service as follows: to watch, play, read, listen to, download, store, modify, or make derivative works from the Content or Template –

a. as necessary for you to receive, use and benefit from a Membership or Template in accordance with that Membership’s or Template’s respective Purpose, or

b. in accordance with written permission ProSCALE may grant you on one or more occasions.

You are further permitted under the License to share any Content or Templates you download with your Support Team as necessary for you to receive, use and benefit from a Membership or Template in accordance with that Membership’s or Template’s respective Purpose.

Non-permitted Use

Except as permitted in this section 9 under the heading “Permitted Use” or as would be fair use under applicable law, you shall not –

a. publicly perform, display, distribute, sell, give away, offer to sell, or offer to give away any Content, Template, Intellectual Property, or derivative work made from any Content, Template, or Intellectual Property; or

b. otherwise use any Content, Template, or Intellectual Property inconsistently with the Purpose of the Ordered Services or Template.

Revocation of License

If Our Relationship ends early as provided in section 6 under the heading “Cooling Off Period”, any License will automatically be revoked at that time.

ProSCALE may, upon notice to you, revoke a License if Our Relationship ends early under section 7 (titled “Material Breach”) because of a material breach by you.

Immediately upon termination of Our Relationship in section 6 under the heading “Cooling Off Period”, or within 30 days of receiving notice of a License's revocation under this section titled "Revocation of License," you shall: (A) destroy all copies of the Content and Templates within your possession, access or control and refrain from using the Content, Templates, and any derivative works made using the Content or Templates; and (B) instruct your Support Team and each person with whom you shared the Content, Templates, or derivative works made from the Content or Templates, to destroy all copies of the Content, Templates, and deriverative works made using from them, within their possession, access or control and to refrain from using the Content and Templates, and take reasonable efforts to ensure everyone in your Support Team does so.

Upon revocation of a License, ProSCALE may require you to provide ProSCALE with a notarized statement signed under penalty of perjury stating that you have deleted all Content and Templates from all devices and storage systems you possess, access, or control and have instructed and taken reasonable efforts to ensure everyone in your Support Team has done the same; that you will not further use any of the Content or Templates; and that you acknowledge you must pay ProSCALE applicable Licensing Fees if you use any of the Content or Templates.

Licensing Fee

You shall pay ProSCALE the Licensing Fee in exchange for each License granted under this agreement.

You shall pay ProSCALE an additional Licensing Fee for each person with whom you share a copy of or derivative work made from the Content or Template, in whole or in part, except as such sharing is permitted in this section 9 under the heading “Permitted Use”.

If ProSCALE revokes a License in accordance with these terms of service, you will not be entitled to any refund of the Licensing Fee.

Survival

The provisions of this section 9 will survive the end of Our Relationship.

10. Nondisclosure of Confidential Information

• You may, on one or more occasions, disclose Confidential Information to ProSCALE (including its Team Members) in connection with receiving or using the Ordered Services. ProSCALE shall take precautions to prevent disclosure or use of Confidential Information other than as authorized in these terms of service. Those precautions must be at least as effective as those taken by you to protect its own Confidential Information or those that would be taken by a reasonable person in the position of ProSCALE, whichever are more effective. Subject to those precautions, ProSCALE may share Confidential Information with any of its Team Members, employees, contractors, owners, officers, managers, agents, representatives, professional advisors, legal counsel, or wholly owned subsidiaries (collectively, "Affiliates").

• In these terms of service, "Confidential Information" means your customer lists, business plans, goals, self-assessments, trade secrets, product ideas, and any other technical, operational, financial, or economic information about you that you share with ProSCALE on a one-on-one basis in connection with receiving or using the Ordered Services. Confidential Information does not include information that is already public when you disclose it to ProSCALE or becomes public, at no fault of ProSCALE, after you disclose it to ProSCALE. Any information that you share in Forums or during Events attended by the public or other clients of ProSCALE will be deemed public.

• ProSCALE shall promptly notify you if it receives a subpoena, court order, or similar mandate compelling disclosure of the Confidential Information, and shall reasonably cooperate with Client in opposing such disclosure. You shall indemnify ProSCALE and its Affiliates against all Indemnifiable Losses arising out of any investigation, negotiation, or proceeding in which any such indemnitee opposes disclosure of Client's Confidential Information (collectively, "Proceeding"). In these terms of service, "Indemnifiable Losses" means any reasonable out-of-pocket expense incurred in opposing disclosure of Confidential Information in a Proceeding, including court filing fees, court costs, arbitration fees, witness fees, attorneys’ fees, and other professionals’ fees and disbursements.

• The provisions of this section 10 will survive the end of Our Relationship.

11. Media Release

• You hereby consent to ProSCALE's use in perpetuity, worldwide, royalty-free, of your image, voice, name, and statements to the extent contained in any recordings (including videos, audio recordings, pictures, and transcripts) of Events attended by the public or other clients of ProSCALE (collectively, "Appearances").

• ProSCALE may use, copy, exhibit, publish, and distribute the Appearances, in whole or in part, in print, television, radio, film, digital media (including internet, social media, websites, and apps), and in all other media now or later known, as part of Content ProSCALE might provide as part of any program, membership, or other service.

• ProSCALE shall take reasonable precautions to not, without your prior consent, use any Testimonial to the extent it contains Confidential Information.

• You waive the right to inspect or approve any use by ProSCALE of the Appearance.

• The provisions of this section 11 will survive the end of Our Relationship.

12. Circumstances Beyond One's Control

• In these terms of service, “Circumstance Beyond Control” means, as to a party, (a) an event or circumstance (whether foreseeable or unforeseeable) that was not caused by that party, or (b) any consequence of such an event or circumstance. Despite the forgoing definition, a Circumstance Beyond Control does not include an event or circumstance that results in that party not having enough funds to comply with an obligation to pay money.

• If a Circumstance Beyond Control prevents a party from complying with one or more obligations under these terms of service, that inability to comply will not be a breach of these terms of service if –

a. that party uses reasonable efforts to perform those obligations;

b. that party’s inability to perform those obligations is not because of that party’s failure to take reasonable measures to protect against or reasonably plan contingencies in anticipation of events or circumstances of the same type as that Circumstance Beyond Control; and

c. that party complies with its obligations stated in the next paragraph.

• If a Circumstance Beyond Control occurs, the noncomplying party shall promptly notify the other party of the occurrence of that Circumstances Beyond Control, its effect on performance, and how long the noncomplying party expects it to last. Thereafter the noncomplying party shall update that information as reasonably necessary. The noncomplying party shall promptly provide the other party, if that other party requests, evidence reasonably confirming the existence of the Circumstance Beyond Control. During a Circumstance Beyond Control, the noncomplying party shall use reasonable efforts to resume its performance under these terms of service.

13. Relationship of the Parties

The parties intend that their relationship under these terms of service is that of independent contractors, and do not intend to create or imply an employment, agency, partnership, or joint venture relationship between the parties or between one party and the other party's employees, representatives, or other affiliates. Neither party may contract, incur liability, make statements, or otherwise act on behalf of the other party. Each party is responsible to pay the salaries (including withholding of income taxes and social security) and employment benefits (including worker's compensation) of that party's employees and contractors.

14. Notices

• A notice or other communication under these terms of service will be effective if it is in writing, properly sent to the receiving party, and received by that party.

• A notice will be deemed properly sent if it is addressed or transmitted to the receiving party as follows:

a. if the receiving party is ProSCALE, by email to [email protected];

b. if you are receiving party, to the phone number, email address, mailing address, or other means of contact submitted with your order for one or more Ordered Services;

c. to any other phone number, email address, mailing address, or other means of contact that the receiving party states in a notice may be used for sending notice to that receiving party.

• A notice will be deemed to have been received as follows:

a. if it is by email, text message, or other electronic communication, when the receiving party acknowledges by a notice (other than by read receipt or an automatic reply) that the party received the initial notice, but the initial sending party does not need to acknowledge the receiving party’s acknowledgment;

b. if it is by email sent using RPost and the sending party received with respect to that email an RPost “Registered Receipt” stating a delivery status as high as at least “delivered to mail server,” when the intended recipient’s authorized email-collecting agent accepts that email; or

c. if the intended receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in email address, phone number, and other electronic means of communicating with the recipient for which no notice was given, then upon that rejection, refusal, or inability to deliver.

•If a notice addressed to a party is received after 5:00 p.m. on a business day at the location of that party, or on a day that is not a business day at the location of that party, then the notice will be deemed to have been received at 9:00 a.m. on the next business day.

15. DISCLAIMERS

• No professional advice. You acknowledge ProSCALE will provide the Ordered Services only in the role as a coach, mentor, or guide experienced in helping clients devise and implement positive, sustainable business practices, policies, procedures, and strategies. ProSCALE will not act as a lawyer, certified public accountant, certified financial advisor, psychologist, physician or other professional licensed by the State of California or any other state (collectively, "Professionals"). You acknowledge that any advice given by ProSCALE will not take the place of (but rather is intended to be complimentary to) the legal, accounting, tax, financial, relational, and health-oriented advice and other services provided by those licensed Professionals. You acknowledge that the Ordered Services are only for informational purposes, and that Client must seek out the services of qualified Professionals to obtain professional advice, professional judgments, medical or psychological treatment, and other professional services by licensed Professionals that take into account and are tailored to your unique circumstances. You are responsible to seek the advice, treatment, counseling, and other services from Professionals before acting upon any Ordered Services, and to retain and regularly consult with Professionals.

• No privilege protection. You acknowledge that: (1) neither these terms of service nor the providing of the Ordered Services will create or imply an attorney-client, accountant-client, financial advisor-client, therapist-patient, or other professional-client relationship between you and ProSCALE; and (2) none of the communications between ProSCALE and you will be protected by attorney-client, accountant-client, therapist-patient, or other privilege, and thus disclosure of the communications could be compelled by law.

• No Promised Outcome. WHILE PROSCALE WILL EXERCISE REASONABLE EFFORTS TO PROVIDE THE ORDERED SERVICES, PROSCALE MAKES NO GUARANTEES, PROMISES, OR PROJECTIONS ABOUT ANY OUTCOME FROM THE ORDERED SERVICES.

• Accuracy of Information. WHILE PROSCALE WILL USE REASONABLE EFFORTS TO FURNISH ACCURATE AND UP-TO-DATE INFORMATION, PROSCALE DOES NOT PROMISE THAT ANY INFORMATION IT PROVIDES IN CONNECTION WITH THE ORDERED SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

• Disclaimer of Other Warranties. ALL ORDERED SERVICES ARE PROVIDED BY PROSCALE "AS IS." PROSCALE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS STATED IN THESE TERMS OF SERVICE.

16. LIMITATIONS ON REMEDIES AND LIABILITY

• Foreseeable Damages Only. NEITHER PARTY WILL BE LIABLE FOR BREACH OF CONTRACT DAMAGES THAT THE BREACHING PARTY COULD NOT REASONABLY HAVE FORESEEN AT THE TIME OF THE BREACH.

• Liability Limited to Amount Paid by Client. PROSCALE'S TOTAL LIABILITY ARISING OUT OF THESE TERMS OF SERVICE, THE ORDERED SERVICES, AND THE CONFIDENTIAL INFORMATION WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO PROSCALE UNDER THESE TERMS OF SERVICE. THIS LIMITATION OF LIABILITY WILL NOT APPLY TO LIABILITY ARISING FROM: (1) PROSCALE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (2) DEATH, BODILY INJURY, OR INJURY TO PROPERTY CAUSED BY PROSCALE.

• Applicable Law Exception. NO PROVISION IN THESE TERMS OF SERVICE WILL EXCLUDE OR LIMIT PROSCALE’S LIABILITY TO THE EXTENT THE EXCLUSION OR LIMITATION OF LIABILITY WOULD VIOLATE APPLICABLE LAW.

17. Dispute Resolution

• Negotiation and Mediation. If any dispute arising out of these terms of service, the Ordered Services, the Content, Templates, or Confidential Information ("Dispute") cannot be resolved through negotiation, the parties shall discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure.

• Choice of Forum. As the exclusive means of bringing adversarial proceedings to resolve any Dispute, a party may bring such a proceeding in the United States District Court for the Eastern District of California (Eastern Division) or in a state court of California located in San Bernardino County, California. Each party acknowledges that those courts would be a convenient forum.

• Attorneys' Fees and Litigation Costs. The prevailing party of an adversarial proceeding initiated to resolve any Dispute will be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, judgment collection, and other litigation expenses from the other party.

18. Website

Your use of the Website will, in addition to these terms of service, be governed by ProSCALE's Website terms of use (available at https://www.proscalelegal.com/terms) and ProSCALE's privacy policy (available at https://www.proscalelegal.com/privacy) posted on the Website (collectively, "Website Terms"), including any later amendments to the Website Terms.

19. Actions by Platforms

Your participation in ProSCALE’s Forums (including any Facebook groups and Zoom meetings) is subject to the terms and conditions set forth by Facebook Inc., Zoom Video Communications, Inc., and any other company that provides a platform on which the Forums are hosted (the "Platforms"). You acknowledge that ProSCALE is in no way affiliated with the Platforms. You agree ProSCALE will not be liable to you for any losses or expenses resulting from any action or inaction taken by any Platform.

20. Miscellaneous

• Governing Law. California law governs these terms of service and all adversarial proceedings arising out of these terms of service, any order you submit for Ordered Services, the Confidential Information, the Templates, the Content, or the Ordered Services.

• Assignment. You shall not, without ProSCALE’s prior written consent of the other party, transfer to any other person any discretion granted under, right to satisfy a condition under, remedy under, or obligation imposed under these terms of service. Any attempted transfer violating this paragraph will be void.

• Waiver. To be effective, any waiver must be in writing and signed by an authorized representative of the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.

• Severability. The parties desire, if a Dispute arises and the tribunal holds one or more provisions of these terms of service are unenforceable, that the tribunal will order as follows:

a. that each such unenforceable provision will be modified to the minimal extent necessary to make it enforceable or, if that modification is not permitted by law, each such provision will be disregarded;

b. that any such unenforceable provision will remain in effect as written in any circumstances except those in which the provision is held to be unenforceable; and

c. that the remainder of these terms of service will remain in effect as written by the parties.

Fixing Unenforceable Terms. To the extent a tribunal determines that a provision in these terms of service is unenforceable, the parties shall negotiate in good faith to modify these terms of service in accordance with the original intent of the parties so that the transactions contemplated in these terms of service will be accomplished as originally contemplated to the greatest extent possible.

Interpretation. The parties intend that this agreement be interpreted in accordance with A Manual of Style for Contract Drafting, Fourth Edition.

Section Headings. The parties desire, if a Dispute arises, that the tribunal disregard section headings in these terms of service when interpreting these terms of service and not use such headings to determine the intent of the parties.

Entire Agreement. The following documents comprise part of these terms of service: (a) your orders for one or more Ordered Services that the ProSCALE accepts; (b) the Community Standards; and (c) the Website Terms. These terms of service (including the documents listed above) constitute the entire understanding between the parties regarding the Ordered Services, the Content, Templates, the Website, Confidential Information, and other subject matter of these terms of service.

Resolving Inconsistencies. The parties want any inconsistency between the documents comprising these terms of service to be resolved as follows, with the terms of a document listed below superseding the inconsistent terms of each document listed after it: (a) each order for one or more Ordered Services; (b) this document titled “Terms of Service”; (c) the Website Terms; and (d) the Community Standards. (For example, the terms in each of your orders supersede inconsistent terms in all other documents comprising these terms of service, and the Community Standards are superseded to the extent its terms are inconsistent with the terms of any of the other documents comprising these terms of service.)