These Master Terms and Conditions (the “Agreement”) are entered into by and between Case Xchange, Inc., a Pennsylvania corporation (“Case Xchange,” “Company,” “we,” or “us”), and the undersigned law firm (“Member Firm,” “you,” or “your”). This Agreement governs the Member Firm’s participation in the Case Xchange Referral Network and use of the Case Xchange Platform.

By executing these Terms, any applicable Role Addendum, or by accessing or using the Case Xchange Platform in any manner, the Member Firm acknowledges and agrees to be bound by this Agreement.

Section 1 – Acceptance and Structure

1.1 Agreement Scope. This Agreement, including all Role Addenda, forms the complete and exclusive agreement between Case Xchange and the Member Firm concerning the use of the Case Xchange Platform and participation in the Case Xchange Referral Network.

1.2 Effective Date. The Agreement becomes effective upon the date Case Xchange grants the Member Firm access to the Case Xchange Platform (the “Effective Date”).

1.3 Amendments. Case Xchange reserves the right to update or modify these Terms at any time. Material changes will be communicated via email or platform notification. The continued use of the Case Xchange Platform by the Member Firm after such modifications constitutes acceptance of the updated Terms.

1.4 Termination Right. Case Xchange may suspend or terminate access to the Platform or membership in the Referral Network at any time, with or without cause, in its sole discretion.

Section 2 – Definitions

2.1 “Accept” means the Handling Firm’s affirmative action to accept a Referral offered by a Referring Firm through the Case Xchange Platform.

2.2 “Activity” refers to routine internal case management actions that do not constitute an “Update,” including calls, emails, meetings, and notes. Activities do not fulfill the obligation to provide Updates under this Agreement.

2.3 “Applicable Rules of Professional Conduct” means all laws, rules, and ethical standards governing the practice of law in the jurisdictions applicable to each Case.

2.4 “Case” means any legal matter, either prospective or active, referred through the Case Xchange Platform, including Referred Leads and Referred Cases.

2.5 “Client Information” includes all information related to a Case that must be preserved and protected by Member Firms under applicable ethical and legal duties.

Section 3 – Data Sharing and Confidentiality

3.1 Data Sharing Requirements. Each Member Firm shall provide through the Case Xchange Platform all data reasonably necessary to support the Services. This includes complete and accurate client information, referral documentation, case evaluations, updates, settlement details, and payment data as applicable to the Member Firm’s role as Referring Firm or Handling Firm. All data must conform to platform specifications and be transmitted securely. Member Firms must correct errors promptly upon discovery or notice.

3.2 Confidentiality Obligations – Client Information. Member Firms shall take reasonable measures to protect any Client Information shared through the Platform. By participating, each Member Firm acknowledges and consents to Case Xchange’s role in maintaining Client Information in accordance with professional obligations.

3.3 Confidentiality Obligations – Proprietary Information. Each party shall protect the other’s Proprietary Information with the same care used to safeguard its own confidential data, and shall not disclose or use such information except as permitted by this Agreement.

3.4 Exceptions. Confidentiality obligations shall not apply to publicly available, previously known, independently developed, or legally compelled disclosures.

3.5 Data Rights and Ownership. Member Firms retain ownership of their Customer Data, Client Information, and legal documentation. Case Xchange retains ownership of its Platform, services, analytics, and all associated intellectual property.

3.6 Data Analysis and Usage. Case Xchange may collect and use anonymized platform usage and performance data to improve its services, generate insights, and develop new features.

3.7 Data Security Requirements. Both Case Xchange and Member Firms shall implement and maintain security protocols including encryption, access controls, and incident response procedures.

3.8 Data Privacy Compliance. The parties shall comply with all applicable data privacy laws, including obligations related to consent, breach notification, individual rights, and data retention.

3.9 Term and Survival. Confidentiality obligations for Client Information continue as long as such data is retained on the Platform. Proprietary Information obligations survive for five (5) years, and certain obligations continue post-termination as specified in this Agreement.

Section 4 – Disclaimers and Warranties

4.1 The Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, Case Xchange expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

4.2 Case Xchange makes no warranty or representation and assumes no responsibility or liability for the accuracy, completeness, reliability, availability, or security of the Services; any harm to your computer system or loss of data; or that the Services will be uninterrupted, error-free, or meet your requirements.

4.3 Case Xchange assumes no responsibility for content uploaded, transmitted, or stored by any Member Firm or third party, including content that may be offensive, unlawful, or otherwise objectionable.