Terms & Conditions

2.      ReadyOps Purpose and Structure

2.1.    Nature of Services; No Reliance. ReadyOps is a subscription-based administrative infrastructure program. Company acts solely as an infrastructure provider and does not provide legal, cybersecurity, forensic, compliance, incident response, or other professional services. All Administrative Resources are provided solely for administrative convenience and do not constitute advice, guidance, or recommendations of any kind. 

ReadyOps is not an incident management, response, mitigation, or emergency service and must not be relied upon for real-time cybersecurity incidents.

The inclusion, exclusion, organization, routing, or presentation of any Vendor, feature, or output is based solely on administrative system design and does not constitute endorsement, recommendation, prioritization, or professional judgment by Company.

Member Firm acknowledges that it is not relying on ReadyOps or any Administrative Resources as a basis for decision-making and that all decisions are made solely in its independent professional judgment.

2.2.    Platform Availability; System and Communication Failures. ReadyOps is provided on an “as-is” and “as-available” basis. Any referenced response times, routing intervals, or processing expectations are Administrative Targets only and do not constitute a Service Level Agreement or guarantee of performance. Performance may vary due to third-party systems, Vendor responsiveness, telecommunications services, or other external factors.

Company shall have no liability for any failure, delay, omission, misrouting, or interruption of ReadyOps, including any communication failures, system errors, or routing outcomes arising from automated workflows, system logic, load balancing, or third-party service interruptions.

2.3.    Data Use, Privilege, and Confidentiality. Member Firm is solely responsible for determining whether use of ReadyOps is appropriate for any privileged, confidential, or regulated information and for ensuring compliance with all applicable obligations.

Company does not determine, preserve, or guarantee the privileged or confidential status of any information transmitted through ReadyOps.

2.4.    No Duty to Monitor or Act. Company has no obligation to monitor, review, investigate, respond to, or act upon any activity within ReadyOps, including for cybersecurity incident detection or mitigation.

Company is not liable for communication failures caused by system latency, third-party service interruptions, or Member Firm filtering systems.

2.5.    Independent Third-Party Counsel. ReadyOps may facilitate access to an Independent Counsel Network. Such attorneys are independent third parties and not agents or representatives of Company.

2.6.    Company does not direct, control, supervise, evaluate, or perform conflict-of-interest checks for any such attorneys.

2.7.    All attorney-client relationships exist solely between Member Firm and the Independent Counsel Network participant. Engagement is at Member Firm’s sole risk.

2.8.    Independent Counsel Network participants are treated as Vendors for purposes of risk allocation under this Agreement. Member Firm is solely responsible for verifying conflicts, qualifications, and professional liability insurance.

2.9.    No Duty of Care. To the fullest extent permitted by law, Company disclaims any duty of care with respect to ReadyOps, including its design, operation, routing logic, Vendor inclusion, and all Administrative Resources.

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3.      Role of the Company & Authority

3.1.     Authority Limitation. This Agreement may be modified only by a written amendment executed by an authorized representative of Company.

3.2.    Membership Grant. Member Firm is granted a non-exclusive, revocable Membership for the Term.

3.3.    Suspension Rights. Company may suspend access to ReadyOps to protect system integrity or security, or for suspected violations of this Agreement.

3.4.    Right to Refuse, Suspend, or Terminate. Company may, in its sole discretion, refuse, suspend, or terminate Membership, including after execution and payment, if:

    a)    Member Firm breaches this Agreement and fails to cure within ten (10) days from receipt of notice;

    b)   Membership was obtained through misrepresentation or conduct inconsistent with Company policies; or

    c)    continued participation presents legal, regulatory, or operational risk to company.

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4.    Vendor Participation & Operational Rules

4.1.    Independent Vendors; Platform Role; Member Responsibility. ReadyOps facilitates administrative access to third-party service providers in a time-sensitive environment. Vendors are independent third parties, and Company may add, remove, or replace Vendors at its discretion.

Company does not supervise, endorse, recommend, prioritize, or guarantee any Vendor, including their qualifications, performance, pricing, compliance, availability, responsiveness, or suitability for any purpose. Inclusion in ReadyOps is based solely on a point-in-time administrative framework and does not constitute a qualitative evaluation, ranking, or endorsement.

Vendor routing and presentation may be automated, randomized, or load-balanced. Any inclusion, exclusion, placement, or ordering of Vendors is based solely on administrative system design and does not constitute a recommendation or indication of quality, reliability, or fitness for a particular purpose.

Company does not verify, audit, or warrant the accuracy, completeness, or currency of any Vendor-related information, including credentials, insurance, experience, availability, or pricing. All such information is provided as received from third parties and is used by Member Firm at its own risk.

Vendors may pay administrative participation fees for access to ReadyOps. Such fees are not contingent on selection, recommendation, routing outcome, or engagement unless expressly stated otherwise.

All pricing, rates, and engagement terms are determined solely by the Vendor and are between the Vendor and Member Firm (or its client).

Member Firm retains sole discretion in selecting Vendors and is solely responsible for independently evaluating and verifying all Vendors prior to engagement, including licensing, insurance, conflicts, qualifications, and technical competence, and for supervising all Vendor work, billing, and performance.

Company shall have no liability for any acts or omissions of any Vendor or Independent Counsel Network participant.

4.2.    Data Confidentiality. Vendor bids, pricing, and engagement terms are confidential and may not be disclosed to unrelated third parties.

4.3.    No Dispute Involvement. Company does not mediate or resolve disputes between Member Firm (or its clients) and any Vendor or Independent Counsel Network participant, whether engaged through ReadyOps or otherwise, including disputes related to pricing, scope, billing, performance, or contractual obligations.

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5.    Member Firm Responsibilities

5.1.    Responsibility & Non-Delegable Duties. Member Firm retains sole and exclusive responsibility for all legal services, professional judgment, and obligations arising from its use of ReadyOps. This includes, without limitation: (i) providing legal advice; (ii) making all incident response and privilege determinations; (iii) selecting, vetting, and supervising Vendors; (iv) performing conflict-of-interest checks for all Vendors and any third-party attorneys accessed through the Independent Counsel Network; (v) verifying the accuracy of all Administrative Resources and AI-generated content; and (vi) monitoring communication channels. Member Firm acknowledges that participation in ReadyOps does not satisfy or replace its non-delegable duty of competence under applicable rules of professional conduct. Member Firm shall hold Company harmless from any errors, omissions, or liabilities arising from Vendor supervision or the exercise of Member Firm’s professional judgment.

5.2.    Mandatory Routing Identifiers. Member Firm acknowledges that the AI Intake Service is triggered by a unique Member Firm reference code. Member Firm is solely responsible for: (i) the functional integration of the reference code into its own IVR or phone systems; and (ii) ensuring Member Firm clients are accurately instructed on the code’s use. Company shall not be liable for failed relays, "anonymous" calls, or misrouted data resulting from a caller’s failure to provide a valid code.

5.3.    Intake Transmission Timing. The AI Intake Service is designed to be available 24/7 and intake summaries are normally delivered to the Member Firm shortly after the call ends; however, this is an Administrative Target and not a guaranteed service level. Summary delivery may be subject to delays due to technical latency or external provider issues. Member Firm is solely responsible for monitoring its designated inbox, including spam and junk folders, for these communications. The AI Intake Service is an administrative relay only and is not a real-time emergency response system.

5.4.    Pricing Confidentiality. Member Firm acknowledges that the ReadyOps pricing offered by Vendors are a proprietary benefit of ReadyOps. Member Firm agrees not to disclose these specific rate structures to non-member law firms or third-party consultants.

5.5.    Electronic Communications & Consent. Member Firm provides express consent to receive electronic communications from Company related to ReadyOps, including but not limited to: (i) automated intake summaries and relay messages; (ii) administrative updates regarding Vendors; and (iii) ReadyOps related educational and marketing materials. Member Firm acknowledges that receipt of intake summaries is a core functional component of the Membership. Member Firm may manage preferences for non-functional marketing communications at any time via ReadyOps or by contacting Company.

5.6.    No System of Record. Company is not a system of record. Member Firm must export all bid or operational data prior to termination or expiration. Company has no obligation to maintain or archive Member Firm data after termination.

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6.    Membership Fees

6.1.    Fees. Member Firm shall pay the annual fee specified in the Order Form. Fees are prepaid annually and non-refundable. Membership Fee is a flat administrative fee representing fair market value for administrative infrastructure services provided under this Agreement. Company shall not receive any percentage of Member Firm’s legal fees, nor is the Membership Fee contingent upon the volume or value of any legal matters handled by Member Firm. Membership provides access to ReadyOps’s administrative resources regardless of actual usage volume. For purposes of determining the applicable Membership Fee, “Firm Size” shall be calculated based on the total headcount of all licensed attorneys professionally affiliated with the Member Firm at the time of execution or renewal, including but not limited to: partners, shareholders, associates, “Of Counsel” transitions, paralegals, and dedicated contract secondary-counsel.

6.2.    Refunds Upon Termination. In the event of termination under Section 12, Company may, in its discretion, issue a full or partial refund of Membership Fees. Except as expressly provided in this Section, all fees are non-refundable.

6.3.    Risk Allocation Acknowledgment. Member Firm acknowledges that the fees charged for Membership reflect this allocation of risk and that these limitations are an essential basis of the bargain between the parties.

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7.    Network Participant Badge & Use of Materials

7.1.    ReadyOps Badge. Subject to the terms of this Agreement, Member Firms are granted a limited, revocable license to display the Badge for the duration of the Term, contingent upon the successful completion of the milestones as specified in Exhibit B. Use of the Badge is permitted for administrative participation purposes only and is strictly subject to the guidelines and mandatory disclaimers set forth in Exhibit B. Any use inconsistent with Exhibit B constitutes a material breach of this Agreement.

7.2.    Proprietary Materials. Materials provided via ReadyOps may be used internally and incorporated into workflows but may not be redistributed, resold, or sublicensed. Member Firm assumes responsibility for client-facing use and white-labeled materials.

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8.    Data Handling & PII/PHI Liability

8.1.    Prohibited Data Submission. ReadyOps utilizes a Privacy-First Administrative Framework. To maximize the protection of Member Firm's client confidentiality and privilege, the Services are designed to function using only categorical, non-identifying data. This structure ensures that bid solicitation occurs without the transmission of sensitive data to third parties. Member Firm shall not submit PII, PHI, client names, or sensitive breach data into ReadyOps, including the AI Intake Service, bidding platform, or any Administrative Resources. Member Firm shall use placeholders (e.g., “Project Alpha”) rather than actual client names when soliciting Vendor bids.

8.2.    Remediation & Indemnification. If prohibited data is submitted, Member Firm shall bear all reasonable costs for remediation, including costs for data scrubbing, forensic verification, notifications, or other corrective measures deemed necessary by Company; and indemnify and hold harmless Company from any Claims, losses, or liabilities arising from the unauthorized submission.

8.3.    No Guarantee of Security or Availability. ReadyOps features are provided “as-is” and “as-available,”. All submissions are at Member Firm’s risk. Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of security, confidentiality, uptime, merchantability, fitness for a particular purpose, and non-infringement.

8.4.    AI and Automated Systems. ReadyOps may utilize automated systems, including artificial intelligence and third-party technologies, to facilitate administrative workflows, including without limitation intake capture, transcription, summarization, message routing, and optional bid analysis tools (collectively, “Automated Systems”). All outputs generated by Automated Systems, including summaries, transcripts, analyses, and routing outputs, constitute Administrative Resources. Automated Systems operate on an “as-generated” basis and may produce inaccuracies, omissions, delays, mischaracterizations, or incomplete information. Company does not review, edit, validate, verify, investigate, analyze, or supplement any information generated by or transmitted through Automated Systems. Company makes no representation or warranty regarding the accuracy, completeness, reliability, timing, confidentiality, or privilege status of any Automated Systems output. Automated Systems function solely as passive administrative tools. They do not constitute investigative activity, factual development, legal intake review, incident analysis, incident response, or professional services of any kind. Automated Systems are not monitored in real time for emergency response, escalation, containment, mitigation, or remediation.

Member Firm is solely responsible for independently reviewing, verifying, and evaluating all Automated Systems outputs, including any intake summaries or AI-generated analyses, prior to use or reliance. Member Firm shall not rely on Automated Systems outputs as a substitute for its independent professional judgment, including with respect to legal strategy, incident response, or Vendor selection.

To the extent ReadyOps provides optional AI-driven bid analysis or comparison tools, such tools are provided solely for administrative convenience. Member Firm remains solely responsible for reviewing original Vendor materials, including underlying proposals and agreements, and for making all final determinations regarding Vendor selection and engagement. Company does not review, interpret, or validate Vendor submissions.

8.5.    Use and Confidential Information. ReadyOps features and Administrative Resources are not designed or intended to function as a secure repository for privileged, confidential, or regulated information. Member Firm is solely responsible for determining whether use of ReadyOps is appropriate for its professional obligations and for implementing safeguards necessary to protect client communications. Use of ReadyOps does not create or waive attorney-client privilege.

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9.    ReadyOps Use & IP Protection

9.1.    Vendor Data. Member Firm shall not scrape, reverse engineer, or export ReadyOps Vendor data.

9.2.    IP Use. All ReadyOps materials are Company intellectual property. Use is limited to internal workflows and client-facing implementation within the scope of ReadyOps. Member Firm acknowledges that the ReadyOps workflows, intake scripts, and workshop materials are protected collective works. Membership grants a limited, revocable license to perform these materials to Member Firm and for Member Firm clients, but does not grant ownership. All rights to the ReadyOps and Breachlink trademarks and trade dress remain with the Company.

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10.    Insurance & Vendor Independence:  Member Firm must maintain professional malpractice insurance and notify Company of any lapse. Vendors are independent; engagement is at Member Firm’s sole discretion, and Vendors are independent third parties.

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11.       Limitation of Liability & Indemnification

11.1.    Member Firm Indemnification.  Member Firm shall defend, indemnify, and hold harmless Company, its officers, directors, employees, and contractors from and against any and all Claims, demands, actions, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) Member Firm’s legal services or professional advice; (ii) Member Firm’s selection, engagement, supervision, or disputes with any Vendor or any third-party attorney accessed through the Independent Counsel Network; (iii) Member Firm’s use or misuse of ReadyOps or any Administrative Resources; (iv)  the submission of prohibited or regulated information to ReadyOps; (v)  any dispute between Member Firm (or its clients) and any vendor; or (vi) any claim brought by Member Firm’s clients or third parties arising from Member Firm’s use of, or reliance upon ReadyOps.

11.2.    Company IP Indemnification. Company shall defend, indemnify, and hold harmless Member Firm from and against any third-party Claims alleging that the Member Firm’s authorized use of ReadyOps’ Services or Administrative Resources infringes upon a valid, registered copyright or trademark of such third party. This indemnity does not apply to: (i) any modifications made by Member Firm; (ii) use of ReadyOps in combination with non-Company software or data; or (iii) any AI-generated outputs, which are provided "as-is".

11.3.    Defense and Settlement. The party providing indemnification under this Agreement, as applicable, shall have the right to control the defense and settlement of any claim subject to indemnification, using counsel reasonably acceptable to the party seeking indemnification. The indemnified party may participate in the defense of any such claim with counsel of its own choosing, at its own expense. The indemnifying party shall not settle or compromise any such claim without the indemnified party’s prior written consent if the settlement would impose any liability, obligation, admission of fault, restriction, or other adverse effect on the indemnified party. The indemnified party shall reasonably cooperate with the indemnifying party in the defense of any such claim.

11.4.    Limitation of Liability: To the fullest extent permitted by law, Company shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, business interruption, or reputational harm, even if Company has been advised of the possibility of such damages. Company’s total aggregate liability arising out of or relating to this Agreement, ReadyOps features, or ReadyOps itself shall not exceed the total fees paid by Member Firm to Company during the twelve (12) months preceding the event giving rise to the claim.  This limitation of liability shall apply to all causes of action in the aggregate, including without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.

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12.    Term: Term is one (1) year, auto-renewing unless 30 days’ written notice is given. Company may terminate immediately for unpaid fees, insurance lapse, or material breach.

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13.    Miscellaneous

13.1.    Force Majeure. Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control. This includes, without limitation: acts of God; carrier-level internet or telecommunications outages; widespread service interruptions affecting Third-Party Technology Providers; and technical errors inherent in automated systems, such as API latency, AI logic errors or "hallucinations," narrative extraction inaccuracies, or automation workflow failures.

13.2.    No Agency or Fiduciary Relationship. Company is an independent contractor. Nothing in this Agreement creates any agency, fiduciary, joint venture, or partnership relationship. Member Firm acknowledges that all Administrative Resources are non-advisory and assumes all risk associated with its professional use of ReadyOps, including with respect to attorney-client privilege and third-party tools.

13.3.    Early Claim Notice & Limitations. Member Firm must provide written notice of any claim to Company within ninety (90) days of discovery. To the fullest extent permitted by law, no claim may be brought more than one (1) year after termination of this Agreement.

13.4.    Expert Witness Limitation. Member Firm shall not seek expert testimony from Company personnel regarding Vendors or administrative workflows.

13.5.    Non-Disparagement. Neither party shall make false or malicious statements regarding the other Party.

13.6.    Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or ReadyOps shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

13.7.    Jury Trial Waiver. Parties waive trial by jury and class action rights.

13.8.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

13.9.    No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties hereto. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party (including but not limited to Member Firm clients) any legal or equitable right, benefit, or remedy of any nature whatsoever.

13.10.   Entire Agreement: This Agreement, the Order Form, and Exhibit A and B constitute the entire agreement, superseding all prior representations.

13.11   Online Terms; Updates. Company may modify this Agreement from time to time by posting updated terms at the URL identified in the Order Form or another location designated by Company, provided that Company shall provide Member Firm with at least thirty (30) days' prior written notice (email to the primary contact suffice) for any material changes. Updates to this Agreement shall not materially diminish the core Services provided or increase the Membership Fees during the then-current Term. Member Firm’s continued access to or use of ReadyOps after updated terms are posted constitutes acceptance of the updated Agreement; provided that updates will not apply retroactively to Claims or disputes arising before the updated terms were posted. If Member Firm objects to a material change, Member Firm’s sole remedy is to terminate the Agreement by providing written notice to Company prior to the effective date of the update.