SupriHub Partner Network Terms & Referral Agreement

1Purpose of This Agreement

SupriHub operates a technology platform that connects commercial driver's license (CDL) holders who report a legal issue with independent, licensed attorneys who have registered to accept referrals in the driver's state, city, or county. This Agreement sets out the terms under which SupriHub will refer driver-submitted matters to the Attorney and the obligations each party takes on as a result.

This Agreement does not create a law firm, a partnership, a joint venture, or any form of legal services arrangement between SupriHub and the Attorney. It is a marketing and case-referral arrangement only.

2Definitions

• "Network" means the SupriHub Attorney Partner Network described at partners.suprihub.com.
• "Driver" means a commercial driver's license holder who submits a case or inquiry through SupriHub's website or related channels.
• "Referral" means the act of SupriHub forwarding a Driver's case information to an Attorney whose registered coverage area includes the Driver's state, city, or county.
• "Coverage Area" means the states, cities, and counties the Attorney has designated during registration as areas in which the Attorney is licensed and willing to accept Referrals.
• "Driver Data" means any personal or case information about a Driver that SupriHub shares with the Attorney in connection with a Referral.

3Nature of the Relationship

SupriHub is not a law firm. SupriHub does not practice law, does not provide legal advice or legal representation to Drivers or to anyone else, and is not a party to any attorney-client relationship that may form between the Attorney and a Driver. SupriHub's role begins and ends with connecting Drivers to attorneys who can evaluate and, at their own discretion, take on the Driver's matter.

SupriHub does not review, supervise, direct, or control how the Attorney handles any referred matter, and has no visibility into the substance of the attorney-client relationship once a Referral is accepted. Whether and how to represent a Driver, and every judgment made in connection with that representation, is entirely the Attorney's own professional decision.

4Attorney Eligibility and Representations

By registering for the Network, the Attorney represents and confirms, on an ongoing basis for as long as this Agreement is in effect, that:

1. the Attorney is a licensed attorney in good standing in each state listed in the Attorney's Coverage Area, and will promptly notify SupriHub of any change in license status, suspension, disbarment, or disciplinary action;
2. the Attorney carries professional liability (malpractice) insurance appropriate to the Attorney's practice, and will maintain that coverage throughout participation in the Network;
3. the information provided during registration, including bar number, firm details, and Coverage Area, is accurate and will be kept up to date;
4. the Attorney will independently evaluate each Referral, including conflicts of interest, before agreeing to represent a Driver, and will decline any matter the Attorney is not competent, licensed, or available to handle; and
5. the Attorney's participation in the Network, and any resulting representation of a Driver, will at all times comply with the rules of professional conduct of every jurisdiction in which the Attorney is licensed.

5How Referrals Work

When a Driver submits a case through SupriHub, SupriHub will identify Attorneys whose Coverage Area includes the Driver's location and forward the Driver's case information to one or more of those Attorneys. The Attorney may accept or decline any Referral at its sole discretion and for any reason, including workload, conflicts of interest, or case type.

SupriHub does not guarantee any number, frequency, quality, or value of Referrals. Referral volume depends on Driver demand in a given area and is not owed to any Attorney as a condition of participating in the Network.

Once an Attorney accepts a Referral, all further communication, engagement, billing, and representation of that Driver takes place directly between the Attorney and the Driver. SupriHub is not a party to, and takes on no obligation under, any engagement letter, retainer, or fee agreement between the Attorney and the Driver.

6Driver Data: Permitted Use and Confidentiality

SupriHub shares Driver Data with an Attorney solely so the Attorney can evaluate and, if accepted, handle the specific referred matter. The Attorney agrees to:

1. use Driver Data only for the purpose of evaluating and, if accepted, representing that Driver in the referred matter;
2. not sell, rent, license, or otherwise disclose Driver Data to any third party, except as required to represent the Driver (for example, court filings, opposing counsel, or expert witnesses) or as required by law;
3. not use Driver Data for marketing, solicitation of unrelated matters, or any purpose outside the referred case, except with the Driver's separate, informed consent;
4. hold Driver Data in confidence consistent with applicable attorney-client privilege and confidentiality rules, and applicable data protection law; and
5. delete or securely dispose of Driver Data in accordance with the Attorney's professional record-keeping obligations once it is no longer needed, subject to any retention required by law or bar rule.

If the Attorney declines a Referral, or a Driver does not proceed with representation, the Attorney agrees not to retain or use that Driver's information for any other purpose.

7SupriHub's Data Practices

SupriHub does not sell Driver Data to third parties. SupriHub shares a Driver's case information only with Attorneys whose Coverage Area matches the Driver's location, for the purpose of the Referral described in Section 5. SupriHub's handling of Driver information is further described in its Privacy Policy, which is incorporated into this Agreement by reference.

8Independent Contractor Status

The Attorney participates in the Network as an independent contractor and an independent law firm. Nothing in this Agreement makes the Attorney an employee, agent, partner, or joint venturer of SupriHub, and the Attorney has no authority to bind SupriHub or to make any representation on SupriHub's behalf. Likewise, SupriHub has no authority over, and assumes no responsibility for, how the Attorney conducts its practice or manages any client matter.

9Fees

Participation in the Network is offered on the fee terms, if any, communicated to the Attorney at the time of registration or in a separate written fee schedule. Any fee SupriHub charges an Attorney for participation in the Network is a fee for marketing, technology, and administrative services connected to operating the Network. It is not, and is not intended to be, a division or sharing of legal fees earned on any specific client matter, and nothing in this Agreement should be read to require or encourage fee-splitting with a non-lawyer where that would be prohibited by the Attorney's governing rules of professional conduct. The Attorney is responsible for confirming that its participation in the Network, and any fees paid to SupriHub, comply with the rules governing referral arrangements in every jurisdiction where the Attorney practices.

10Use of Name and Marketing

The Attorney may identify itself as a participant in the "SupriHub Attorney Partner Network" in its own marketing, using materials or language SupriHub provides or approves in writing. The Attorney will not state or imply that SupriHub endorses, guarantees, supervises, or is responsible for the outcome of any matter, and will not use SupriHub's name, logo, or the Network in a way that could mislead a Driver about who is providing legal services.

11Regulatory Compliance

The Attorney is solely responsible for ensuring that its participation in the Network, its acceptance of Referrals, and its representation of any Driver comply with the rules of professional conduct, advertising rules, and referral or fee-sharing restrictions of every jurisdiction in which the Attorney is licensed or practices, including any required disclosures to a Driver about how the Attorney came to learn of the matter. SupriHub does not review or approve individual referral arrangements for compliance with a given jurisdiction's rules, and the Attorney should seek its own counsel on the point if it has any doubt.

12Disclaimer of Warranties

The Network and SupriHub's platform are provided on an "as is" and "as available" basis. SupriHub makes no warranty, express or implied, regarding the Network, including no warranty of merchantability, fitness for a particular purpose, uninterrupted availability, or that any Referral will result in a viable case, a retained client, or a favorable outcome.

13Limitation of Liability

To the maximum extent permitted by law, SupriHub will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the Network, including lost profits, lost referrals, or lost business, even if advised of the possibility of such damages. SupriHub's total liability arising out of this Agreement, however framed, will not exceed the total fees, if any, paid by the Attorney to SupriHub in the twelve months preceding the event giving rise to the claim.

SupriHub is not liable for the Attorney's professional acts or omissions, including legal advice given, representation undertaken, or any outcome of a matter referred through the Network. Responsibility for the quality, competence, and conduct of legal representation rests entirely with the Attorney.

14Indemnification

The Attorney will defend, indemnify, and hold harmless SupriHub, its officers, employees, and affiliates from any claim, liability, loss, or expense (including reasonable attorneys' fees) arising out of: (a) the Attorney's legal representation of, or interaction with, any Driver; (b) any act or omission of the Attorney in connection with a Referral; (c) the Attorney's breach of this Agreement or of any rule of professional conduct; or (d) any misuse of Driver Data by the Attorney. SupriHub will indemnify the Attorney against claims arising directly from SupriHub's gross negligence or willful misconduct in operating the Network.

15Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate participation in the Network at any time, for any reason, on written notice (including by email). SupriHub may also suspend or terminate an Attorney's participation immediately, without notice, if the Attorney's license is suspended or revoked, if the Attorney is the subject of a disciplinary proceeding that SupriHub reasonably believes affects the Attorney's fitness to accept Referrals, if the Attorney misuses Driver Data, or if the Attorney otherwise materially breaches this Agreement.

Termination does not affect any Referral already accepted by the Attorney before the termination date; the Attorney's obligations regarding Driver Data, confidentiality, and indemnification under Sections 6, 14, and 19 survive termination.

16Non-Circumvention

Where SupriHub's participation fees are tied to specific Referrals or ongoing case activity, the Attorney agrees not to knowingly structure a matter to avoid a fee otherwise owed to SupriHub for a Referral SupriHub actually delivered.

17Confidentiality of Network Information

Aside from Driver Data addressed in Section 6, each party will keep confidential any non-public business, technical, or operational information it learns about the other through this Agreement, and will use it only to perform under this Agreement.

18Electronic Acceptance

By completing the Attorney Partner registration form and checking the box confirming agreement to this document, the Attorney is electronically signing and accepting this Agreement, with the same effect as a handwritten signature, consistent with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

19Governing Law and Disputes

This Agreement is governed by the laws of the State of Washington, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in King County, Washington, and each party consents to the personal jurisdiction of those courts.

20General Provisions

Entire Agreement. This Agreement, together with any fee schedule and SupriHub's Privacy Policy referenced above, is the entire agreement between the parties regarding the Network and supersedes any prior discussions on the subject.

Amendment. SupriHub may update this Agreement from time to time. SupriHub will make a reasonable effort to notify active Attorney Partners of material changes; continued participation in the Network after a change takes effect constitutes acceptance of the updated Agreement.

Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be read to reflect the parties' original intent as closely as the law allows.

Assignment. The Attorney may not assign this Agreement without SupriHub's written consent. SupriHub may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

No Waiver. A party's failure to enforce a provision of this Agreement is not a waiver of its right to do so later.

Notices. Notices under this Agreement may be given by email to the address on file for the Attorney, or to SupriHub at the address in Section 21.

21Contact