Terms of Service

PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT") CAREFULLY BEFORE ACCESSING OR USING INVICTUS COUNSEL'S WEBSITE, PLATFORM, OR SERVICES. BY ACCESSING THIS WEBSITE, CREATING AN ACCOUNT, SUBSCRIBING TO ANY PLAN, OR SUBMITTING ANY INFORMATION, YOU AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 23. THIS FIRM USES ARTIFICIAL INTELLIGENCE TECHNOLOGY, INCLUDING VERENA™, IN DELIVERING LEGAL SERVICES. SEE SECTION 5 FOR FULL DISCLOSURE.

1. Parties and Nature of This Agreement

This Agreement is between Invictus Counsel, PLLC ("Firm," "IC," "we," "our," or "us"), a professional limited liability company organized under the laws of the State of Arizona and a licensed law firm, and you, the individual or entity accessing this website or engaging the Firm for legal services ("you" or "your"). Once a Legal Services Agreement becomes effective under Section 7, you are also referred to as "Client." Invictus Counsel operates as a licensed law firm subject to the professional responsibility rules of the jurisdictions in which its attorneys are admitted to practice, including the State of Arizona and the State of California. Invictus Counsel is an affiliated law firm of Invictus AI Corporation.

This Agreement serves two related purposes: (1) it governs access to the invictuscounsel.com website and associated platform; and (2) it is incorporated by reference into each Legal Services Agreement and, together with that Legal Services Agreement, governs the attorney-client relationship. Provisions governing the attorney-client relationship, scope of representation, fees, and confidentiality apply only upon formal engagement as described in Section 7. Website visitors who have not engaged the Firm are bound only by the provisions governing website use.

This Agreement is publicly available at invictuscounsel.com and is incorporated by reference into each Legal Services Agreement issued by the Firm. In the event of a conflict between this Agreement and a Legal Services Agreement, the Legal Services Agreement controls only with respect to client-specific terms (such as the initial Responsible Attorney, specific fee amounts, and plan tier); this Agreement controls in all other respects.

2. No Attorney-Client Relationship from Website Use Alone

ACCESSING THIS WEBSITE, READING ITS CONTENT, OR SUBMITTING A CONTACT INQUIRY DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND INVICTUS COUNSEL OR ANY OF ITS ATTORNEYS. No attorney-client relationship is established until all Conditions to Effectiveness set forth in Section 7 have been satisfied and a Legal Services Agreement has been countersigned by a licensed IC attorney.

During any period between your execution of a Legal Services Agreement and IC's countersignature ("Interim Period"), no attorney-client relationship exists. Communications during the Interim Period are administrative in nature, do not constitute legal advice, and are not protected by the attorney-client privilege. You should not share confidential information with IC beyond what is necessary to complete the conflicts-check intake. If you require immediate legal advice during the Interim Period, please seek counsel from another attorney.

Until formal engagement, the Firm owes no duty of confidentiality with respect to information you voluntarily share through this website or through unsolicited inquiries. You should not transmit sensitive or confidential information through general contact forms prior to formal engagement.

3. Eligibility

You must be at least 18 years of age and legally capable of entering into binding contracts to use this website or engage the Firm. If you are engaging the Firm on behalf of a business entity, you represent and warrant that you have authority to bind that entity to this Agreement. IC's duties of representation are owed to the entity, not to its individual officers, members, employees, or owners, unless IC separately agrees in writing to represent those individuals.

The Firm's services are available only to individuals and entities for whom IC determines it can ethically and competently provide representation following completion of its conflicts check and intake process.

4. Description of Legal Services

4.1 Core Service: Human Supervision of Verena™

IC’s primary service is human supervision of Client’s Verena™ AI agent, directed by a licensed IC attorney, as configured and operating under the specific terms and conditions of Client’s selected subscription plan (the “Supervision Service”). Within the Verena™ platform, the IC professional assigned to supervise Client’s Verena™ agent is referred to as Client’s “+Human Supervisor.” A +Human Supervisor may be a licensed IC attorney or a non-attorney IC professional, and every +Human Supervisor acts under the supervision of Client’s Responsible Attorney, as described in Section 4.6. This Agreement does not constitute a general retainer, does not cover legal activities outside the scope of the Supervision Service as defined in Section 4.2, and does not create any obligation by IC to represent Client in litigation, transactional work, regulatory proceedings, or any other legal activity beyond the Supervision Service. Any such additional services require a separate written engagement agreement.

For purposes of this Agreement, an "Activity" means a discrete, defined unit of legal work initiated by Client through the Verena™ agent within the scope of Client's subscription plan and subject to IC's Supervision Service. Each Activity constitutes a separate, identifiable unit of work for purposes of supervision and scope management.

4.2 Subscription Plans and Scope

The Supervision Service covers compliance workflows administered through the Verena platform. As of the Effective Date, these workflows are: ADA accessibility compliance, Privacy Policy, Terms of Service, Cookie Policy, CAN-SPAM compliance, and FTC disclosure compliance, each supervised by a +Human Supervisor. IC may make additional compliance workflow categories available from time to time; any such addition becomes part of the Supervision Service upon notice to Client and identification in IC's then-current plan documentation. The Supervision Service does not include litigation, transactional counsel, dispute resolution, or any legal matter outside compliance workflows administered through the platform, regardless of future additions to the workflow list.

IC offers the following plan tiers (subject to change upon notice), which differ in Subscription Fee and monthly credit allocation, as described in Section 8.1 and specified in Client's Legal Services Agreement: Starter, Professional, and Enterprise. The scope of the Supervision Service described above does not vary by plan tier.

Client's Legal Services Agreement identifies Client's plan tier; that plan tier sets Client's credit allocation. If Client's activity volume regularly exceeds the plan's credit allocation, Client may be eligible to purchase add-on credits pursuant to Section 8.1, or contact IC to discuss a higher tier.

4.3 Limitations on Scope

IC's Supervision Service is expressly limited in scope. This Agreement does not cover: litigation or court appearances; regulatory filings requiring in-person appearance; transactional counsel beyond the scope of the Supervision Service as defined in Section 4.2; legal advice on activities outside the Plan's configured workflows; services in jurisdictions where IC is not authorized to practice; or any other legal service not expressly described herein. Each representation is limited to the specific matter or service category described; IC does not undertake an ongoing general representation of Client's affairs unless expressly agreed in writing.

4.4 What Human Supervision Means

For purposes of this Agreement, "human supervision" means the following attorney-performed functions, and only those functions, as applicable to Client's plan workflows:

• Supervising and approving Verena™ outputs that constitute "legal advice," meaning analysis or recommendations applied to Client's specific legal circumstances, before those outputs are delivered to Client;
• Monitoring Verena™'s operation within the parameters of Client's plan to ensure outputs remain consistent with Client's configured workflows and applicable professional standards;
• Intervening, correcting, supplementing, or withholding Verena™ outputs where the Responsible Attorney determines that attorney judgment is required;
• Responding to Client questions or escalations related to Verena™ outputs within the scope of this Agreement;
• Maintaining the supervisory framework, supervision thresholds, and quality controls established at engagement, and re-validating that framework at least annually.

Supervision does not include: originating, designing, or reprogramming Client's Verena™ workflows; providing legal advice on activities not reached by the plan's configured workflows; or attorney-originated drafting or analysis performed independently of Verena™ outputs. Attorney-supervised legal research is available as an add-in service under a separate scope election confirmed in the Legal Services Agreement.

4.5 Jurisdictional Scope and Geographic Limitations

IC’s licensed-attorney coverage is currently limited to: the State of Arizona; the State of California; and matters arising under federal law, including accessibility compliance under Title III of the ADA. Within the compliance workflows described in Section 4.2, IC also addresses consumer-data compliance under the CCPA and analogous state regimes and cross-border data compliance under the GDPR. Federal-law activities are handled by IC attorneys subject to applicable federal-court and agency bar-admission requirements.

This Agreement is conditioned on the activities reached by Client's plan workflows falling within the covered jurisdictions listed above or within a properly invoked multi-jurisdictional-practice rule under Arizona ER 5.5 and California RPC 5.5. If Client's circumstances involve activities in other jurisdictions, IC will coordinate with qualified outside counsel or decline to provide the Supervision Service with respect to those activities and will refer Client to appropriate outside counsel. Expansion to additional states will be announced as IC's licensed-attorney coverage grows. IC may associate local counsel in jurisdictions where required.

4.6 Staffing of Your Matter

Client engages Invictus Counsel, PLLC as a firm, not any individual attorney. IC will designate a licensed IC attorney with primary responsibility for Client’s matter (the “Responsible Attorney”). IC will also assign Client a +Human Supervisor, who may be the Responsible Attorney or another IC professional working under the Responsible Attorney’s supervision. The Responsible Attorney may be different from the IC attorney who countersigns the Legal Services Agreement. Other licensed IC attorneys may assist with or cover Client’s matter, and IC may use paralegals and other support staff, including personnel of Invictus AI Corporation as described in Section 11.6, to perform tasks on it. All such work is performed under the supervision of the Responsible Attorney, consistent with Arizona ER 5.1 and 5.3 and California RPC 5.1 and 5.3, and the Responsible Attorney remains responsible for it. IC will notify Client through the Verena platform if the Responsible Attorney changes. IC will not notify Client when other attorneys, paralegals, or support staff assist on the matter.

5. Verena™, AI Disclosure, and Supervisory Framework

5.1 Mandatory AI Disclosure: ABA Formal Opinion 512 (2024)

Consistent with ABA Formal Opinion 512 (2024) and applicable state guidance, IC discloses to Client that the Supervision Service described in this Agreement involves the use of artificial intelligence tools, specifically the Verena™ AI platform developed by Invictus AI Corporation, in connection with IC's delivery of legal services. Verena™ is a software system that uses machine learning, natural language processing, and large language model technology to assist attorneys in legal research, document drafting, contract analysis, compliance analysis, and related tasks. Verena™ is not a licensed attorney and does not independently provide legal advice.

IC's use of Verena™ does not diminish IC's professional obligations to Client. The Responsible Attorney retains full professional responsibility for all legal work product delivered under this Agreement, regardless of whether that work product was initiated, drafted, or prepared with the assistance of AI tools. IC's attorneys exercise independent professional judgment to supervise, verify, and approve any Verena™ output that constitutes legal advice before it is communicated to Client.

5.2 What Verena™ Does and Does Not Do

Verena™ performs the following functions within Client's plan workflows: legal information retrieval, regulatory and compliance lookups, document analysis, contract-obligation tracking, and preparation of preliminary first-draft work product. Verena™ does not independently provide legal advice. Outputs that constitute legal advice, meaning analysis or recommendations applied to Client's specific legal circumstances, are delivered only after a licensed IC attorney has supervised and approved them.

5.3 Supervisory Framework: Arizona ER 5.3 / California RPC 5.3

In compliance with Arizona Ethical Rule 5.3 and California Rule of Professional Conduct 5.3 (Responsibilities Regarding Nonlawyer Assistance), IC has established and maintains a supervisory framework that includes the following:

• Every Verena™ workflow applicable to Client's plan has been designed or approved, and configured, by an IC attorney;
• Assurance-level thresholds, which define the level of attorney supervision required before delivery, are set at engagement and documented in IC's internal engagement file;
• All work product that constitutes legal advice is supervised and approved by a licensed IC attorney before delivery to Client. Attorney supervision and approval is performed manually and is never automated, and the supervising attorney's sign-off is a required affirmative act that triggers delivery;
• All attorney-approved final work product is delivered to Client as a locked PDF only; editable document files are used internally during attorney supervision and are never delivered to Client as final work product;
• The supervisory framework is re-validated at least annually.

5.4 Professional Independence: Arizona ER 5.4 / California RPC 5.4

IC’s use of the Verena™ platform does not create a fee-sharing arrangement with any nonlawyer entity. Invictus AI Corporation (“IAI”) is compensated for platform services only, through the pass-through credit cost described in Section 8.1. IC is separately compensated for legal work through the legal services fee described in Section 8.1. IAI has no ownership interest in, or control over, IC's legal practice or professional judgments. IC's professional independence is not compromised by its use of Verena™ or its relationship with IAI.

5.5 Client Consent to AI-Assisted Representation

By engaging IC, you give your informed consent, as required by applicable rules of professional conduct, to IC's use of Verena™ and AI technology in providing legal services. You acknowledge and agree that: Verena™ may analyze your confidential information to assist attorneys in providing legal services; AI-generated work product will be supervised and approved by a licensed attorney before delivery; AI outputs may contain errors and are subject to attorney supervision; IC has implemented reasonable measures to protect the confidentiality of your information within the Verena™ platform; and you have the right to inquire about the extent of AI involvement in your matter and to request that specific tasks be performed exclusively by human attorneys, which may affect pricing and timelines.

5.6 AI Limitations

Verena™ and AI technology generally have limitations and may produce outputs that are inaccurate, incomplete, or inapplicable to your specific circumstances. AI systems do not exercise judgment in the same manner as licensed attorneys and may not account for jurisdiction-specific nuances, recent legal developments, or the full factual context of your matter. All AI outputs are subject to attorney supervision precisely because of these limitations.

6. Professional Responsibility and Ethical Obligations

6.1 Applicable Rules

IC and all attorneys associated with it are bound by applicable rules of professional conduct in the jurisdictions in which they are admitted to practice, including the Arizona Rules of Professional Conduct (Arizona Ethical Rules, "ER") and the California Rules of Professional Conduct ("RPC"), as well as the ABA Model Rules of Professional Conduct as adopted or modified by each relevant jurisdiction. Nothing in this Agreement limits or overrides obligations imposed by applicable professional responsibility rules; to the extent of any conflict, the applicable professional responsibility rules control.

6.2 Competence: Arizona ER 1.1 / California RPC 1.1

IC is committed to providing competent representation, which includes the legal knowledge, skill, thoroughness, and preparation reasonably necessary for the representation. IC's use of AI technology, including Verena™, is part of its commitment to technological competence and efficient service delivery, subject to appropriate attorney supervision.

6.3 Communication: Arizona ER 1.4 / California RPC 1.4

IC will keep you reasonably informed about the status of your matter, promptly comply with reasonable requests for information, notify you promptly of any activity that requires your decision, and consult with you about the means by which your objectives are to be accomplished. Primary communications are conducted through the Verena™ platform as described in Section 9. You agree to maintain current and accurate contact information and to communicate through IC's designated channels.

6.4 Diligence: Arizona ER 1.3

IC will pursue your matter with reasonable diligence and promptness. IC's subscription model and AI-assisted services are specifically designed to enable more responsive and timely legal services than traditional hourly-rate models.

6.5 Client Decision-Making Authority

IC provides legal supervision under this Agreement; IC does not make business decisions on Client's behalf. Client retains final decision-making authority with respect to all activities and is responsible for the decisions Client makes based on IC's supervised outputs. IC's role is to provide professional legal oversight of Verena™'s outputs, not to guarantee any particular business outcome.

7. Formation of Attorney-Client Relationship

7.1 Conditions to Effectiveness

An attorney-client relationship is formed, and each Legal Services Agreement becomes effective, only when all of the following conditions have been satisfied:

• Client Execution. Client has signed the Legal Services Agreement electronically or in writing.
• Conflicts Clearance. IC has completed its conflicts check pursuant to Arizona ERs 1.7, 1.9, and 1.10, and California RPCs 1.7, 1.9, and 1.10, and has determined that no disqualifying conflict of interest exists, or any identified conflict has been disclosed and resolved with Client's informed written consent.
• IC Attorney Countersignature. A licensed IC attorney has countersigned the Legal Services Agreement, confirming IC's acceptance of the engagement. IC's countersignature is a professional judgment and is not automatic. IC reserves the right to decline to countersign for any reason consistent with applicable Rules of Professional Conduct, including a conflict of interest, an activity outside IC's jurisdictional coverage, or IC's reasonable determination that it cannot represent Client effectively.

The date on which all conditions are satisfied is the "Engagement Effective Date." Collection of payment information during onboarding does not constitute acceptance of the engagement, does not form an attorney-client relationship, and does not obligate IC to countersign. Client's payment method will not be charged until IC has countersigned the Legal Services Agreement. If IC declines to countersign, Client's payment method will not be charged and any authorization hold will be released.

Following Client's execution of a Legal Services Agreement, IC will use commercially reasonable efforts to complete its conflicts check and, if IC accepts the engagement, deliver a countersigned copy via Verena platform within five (5) business days. If IC declines the engagement, IC will notify Client by email within the same period and no attorney-client relationship will have been formed. IC's declination notice will, where permissible, identify the general category of reason without disclosing confidential information of any other client.

7.2 Scope of Representation

The attorney-client relationship extends only to the specific Supervision Service for which IC has accepted engagement, as defined by this Agreement and the Legal Services Agreement. IC does not undertake a general or ongoing representation of all Client's legal affairs unless expressly agreed. Client is responsible for seeking legal counsel on matters outside the scope of the engagement.

7.3 Client Responsibilities

A successful attorney-client relationship requires Client's active participation. Client agrees to:

• Provide complete, accurate, and truthful information necessary for IC to perform the Supervision Service and for IC's attorneys to make informed professional judgments about Verena™ outputs;
• Notify IC promptly of any change in circumstances, legal needs, or plan configuration that may affect the scope of this Agreement;
• Pay all fees invoiced under this Agreement in accordance with the payment terms set forth in Section 8;
• Cooperate with IC's conflicts-check and annual re-validation processes;
• Communicate through IC's designated channels as described in Section 9;
• Refrain from instructing or prompting Verena™ in ways that circumvent IC's supervisory processes or that would cause Verena™ to take actions outside the scope of the supervised plan.

IC's ability to represent Client effectively depends on Client's fulfillment of these responsibilities. If Client fails to cooperate or provide necessary information, IC may be required to withdraw from the representation.

8. Fees, Billing, and Subscription Terms

Consistent with Arizona ER 1.5(b) and California Business & Professions Code § 6148, IC communicates the basis for its fees in writing through this Agreement and each Legal Services Agreement. IC's fees consist of the components described below. Specific amounts for each fee component are set forth in Client's Legal Services Agreement.

8.1 Subscription Fee and Credits

Client’s plan is billed annually in advance. The annual subscription fee (“Subscription Fee”) has two components: (i) the cost of Client’s Verena™ credit allocation for the year, charged at IC’s pass-through cost; and (ii) IC’s legal services fee for the Supervision Service. A “credit” is a unit of Verena™ platform consumption, a discrete piece of work performed by the platform, such as a workflow operation, a document action, a model inference, or a similar countable event. Client’s Subscription Fee, monthly credit allocation, and applicable rates are specified in Client’s Legal Services Agreement. Consistent with ABA Formal Opinions 93-379 and 512 (2024), the pass-through cost of credits and IC’s legal services fee are itemized separately on each invoice. If Client exhausts the monthly credit allocation, Client may be eligible to purchase add-on credits pursuant to the applicable plan terms. The credit portion of the Subscription Fee is a pass-through cost that IC pays to Invictus AI Corporation in full, in advance, for the year’s Verena™ platform services. Because that cost is incurred when paid, it is not held in trust. Only the legal services fee portion is held in IC’s IOLTA trust account, as described in Sections 8.3 and 8.4.

8.2 Fee Reasonableness: Arizona ER 1.5 / California RPC 1.5

All fees charged under this Agreement are designed to satisfy the reasonableness requirements of Arizona ER 1.5, California RPC 1.5, and ABA Model Rule 1.5. Relevant factors include the novelty and difficulty of AI supervision work, the level of professional skill required, IC's responsibility for all attorney-supervised work product, and the fixed-cost transparency of the fee structure relative to traditional hourly billing.

8.3 Trust Account: Arizona ER 1.15 / California RPC 1.15

IC handles Client’s legal fees in compliance with Arizona ER 1.15, California RPC 1.15, and applicable state bar trust-accounting rules. The legal services fee portion of the Subscription Fee, and any add-on purchases that include prepaid legal fees, are deposited into IC’s IOLTA trust account and remain Client funds until earned as described in Section 8.4. Non-engagement funds (settlements, escrow, third-party prepayments) are handled separately under standard trust-accounting rules.

8.4 Payment Method and Billing

IC charges fees to the credit or debit card Client places on file at engagement (“Card on File”). No fees are charged before IC countersigns the Legal Services Agreement. The Subscription Fee is charged to the Card on File upon IC’s countersignature and at the start of each annual renewal. The legal services fee portion, and only that portion, is held in IC’s IOLTA trust account and is not earned when paid. At the end of each month of service, IC releases one-twelfth (1/12) of the legal services fee portion of the Subscription Fee from trust as earned, and each release is reflected on Client’s statement in Verena™. If this Agreement terminates before the end of the annual term, any legal services fees remaining in trust are unearned and will be refunded to Client in accordance with Section 15. Client is responsible for keeping Card on File information current and accurate. In the event of a failed charge, IC will notify Client and allow a reasonable opportunity to update payment information before suspending the Supervision Service. IC reserves the right to suspend the Supervision Service, consistent with applicable Rules of Professional Conduct, if a failed charge is not cured within a reasonable time after notice. Any suspension will be implemented in a manner that does not prejudice Client’s rights or ongoing activities.

8.5 Fee Disputes and Client Protection

If you have a dispute regarding fees, you may have the right to submit the matter to fee arbitration. Client's statutory right to fee arbitration is preserved and not waived by this Agreement. Client may elect to resolve any fee dispute through the State Bar of Arizona's fee arbitration program (administered under Rule 38, Arizona Rules of the Supreme Court) or California's mandatory fee arbitration program (administered under California Business & Professions Code §§ 6200–6206) at Client's option. If Client elects state bar fee arbitration, IC will participate as required by applicable professional rules. Nothing in this Agreement limits any rights Client may have under applicable law or professional responsibility rules regarding fee disputes.

9. Communications, Platform Access, and File Rights

9.1 Verena™ as Primary Communication Channel

To ensure maximum efficiency, security, and continuous access to Client's file, IC utilizes Verena™ as its primary tool for attorney-client communications, document exchanges, and invoicing under this Agreement. Client has twenty-four (24) hour, seven (7) day access to their file through Verena™'s secure platform, maintaining a centralized and secure legal record of all activity under this engagement. IC does not communicate via standard email or telephone for activities under this Agreement except as necessary to address platform failures or other exceptional circumstances. All inquiries, status updates, document submissions, and legal questions must be submitted through Verena™. Communications submitted outside of Verena™ will not be treated as official communications, and IC bears no responsibility for delays or failures arising from Client's use of non-designated channels.

9.2 Platform Access and Credentials

Client accesses Verena™ under this Agreement using login credentials established for Client's existing Verena™ account. Client is responsible for maintaining the security of their credentials and for all activity conducted through their account. Client must promptly notify IC of any suspected unauthorized access or credential compromise.

9.3 Attorney Availability: Business Hours

While Verena™ is open for submissions at any time, IC responds to Client communications during standard business hours only: Monday through Friday, 9:00 a.m. to 5:00 p.m. Arizona time, excluding federal and state holidays. Client should expect a response within one (1) business day of submission. IC does not guarantee same-day responses and is not available for emergency or after-hours activities under this Agreement.

9.4 Technology Failures and Continuity

A technology failure does not suspend IC's professional obligations to Client. Client's right to communicate with their Responsible Attorney and IC is not contingent on platform availability. In the event of a platform outage that prevents Client from accessing Verena™, Client should use the emergency contact instructions provided at onboarding to report the failure. IC will use commercially reasonable efforts to perform the Supervision Service in the event of platform disruptions but is not liable for delays caused by circumstances beyond IC's reasonable control, including Verena™ platform outages or IAI operational issues.

9.5 Client's Right to Their File

Client has an absolute right to receive a complete copy of their file upon request, regardless of the status of this Agreement or the availability of the Verena™ platform. Upon written request, IC will provide Client with their file, including documents, correspondence, and work product prepared for and delivered to Client in connection with this Agreement, within two (2) business days, in a format reasonably accessible to Client, at no charge for the first such request in any calendar year. Client's file excludes attorney-only internal notes and mental impressions, which remain the property of IC. This right survives termination of this Agreement for the duration of IC's file retention obligations under applicable Rules of Professional Conduct.

10. Acceptable Use of Website and Platform

You agree to use IC's website, platform, and Verena™ interface only for lawful purposes and in connection with legitimate legal matters. You agree not to: use the website or platform for any illegal, fraudulent, or unauthorized purpose; attempt to obtain legal services in furtherance of a crime or fraud; misrepresent your identity, affiliations, or the nature of your legal matter; submit false or misleading information; interfere with or disrupt the platform, including by uploading malicious code; attempt to reverse engineer or copy the Verena™ platform or any associated technology; share your account credentials with unauthorized individuals; use the platform to communicate with parties represented by other counsel in violation of applicable professional responsibility rules; or reproduce or distribute legal work product in any manner that could give rise to liability for IC or constitute unauthorized practice of law.

11. Confidentiality and Attorney-Client Privilege

11.1 Duty of Confidentiality: Arizona ER 1.6 / California RPC 1.6

IC maintains strict confidentiality of all information relating to Client's representation consistent with Arizona ER 1.6, California RPC 1.6, and analogous federal law. IC will not disclose information relating to the representation without Client's informed consent, except as permitted or required by applicable law or professional responsibility rules, such as to prevent reasonably certain death or substantial bodily harm, or as otherwise required by court order.

11.2 Attorney-Client Privilege

Communications between Client and IC's licensed attorneys made in confidence for the purpose of obtaining or providing legal advice are protected by the attorney-client privilege to the fullest extent permitted by applicable law. This privilege belongs to Client and may be waived only by Client. Client should take care to maintain the confidentiality of privileged communications and to avoid disclosing them to third parties, as disclosure may waive the privilege. Communications with Verena™ that are part of the attorney-client relationship are treated as confidential communications subject to attorney supervision.

11.3 Data Flows Between Client, IC, and Verena™

Consistent with ABA Formal Opinion 08-451 (Outsourcing Legal Services) and ABA Formal Opinion 512 (2024), IC's licensed attorneys evaluate, on an activity-by-activity basis, whether and how to share Client information with IAI in connection with Verena™ workflow operations. The following protections apply to all such data flows:

• Minimum necessary: IAI receives only the Client data necessary to perform the specific platform functions required for Client's plan;
• Purpose limitation: Client data processed through Verena™ may not be used for any purpose other than delivering the platform services specified in the plan;
• No commercial sharing: IAI may not sell, license, or share Client data for any commercial purpose;
• AI training limited to de-identified data: Client's identifiable data, matter information, and confidential communications are not used to train AI models without Client's explicit written opt-in. Only aggregated, de-identified operational data may be used to improve the Verena™ platform;
• Security: All data processed by Verena™ is encrypted in transit and at rest in accordance with IC's data security policies.

By engaging IC, Client consents to the disclosure of Client information to IAI as a service provider, subject to the protections above, to the extent necessary to deliver the Supervision Service. This consent is specific to plan workflows and does not authorize disclosure for any other purpose, except as described in Section 11.6.

11.4 Limitations on Privilege

Attorney-client privilege and the duty of confidentiality do not protect communications made in furtherance of a crime or fraud (the crime-fraud exception), or information shared with third parties outside the scope of the representation. Privilege does not apply to information shared before the attorney-client relationship is formally established. IC will advise Client regarding privilege considerations in each specific matter.

11.5 Disclosure Within the Firm

Client's confidential information may be shared within IC with attorneys, paralegals, and authorized support staff who have a need to know in connection with the representation, including those assisting on Client’s matter under Section 4.6. All such individuals are bound by IC's confidentiality obligations. IC does not sell, license, or share Client data with third parties for any commercial purpose.

11.6 Invictus AI Support Personnel

IC obtains certain administrative, technical, and operational support services from Invictus AI Corporation under a management services agreement. Personnel of IAI who provide these services may access Client’s confidential information only to the extent necessary to perform those services for IC. When performing services for IC, such personnel act under the direction and supervision of IC attorneys consistent with Arizona ER 5.3 and California RPC 5.3, are bound by confidentiality obligations no less protective than IC’s, and may not use Client information for any other purpose. IAI personnel do not provide legal advice and do not direct or influence IC’s professional judgment. By engaging IC, Client consents to this access.

12. Data Retention Following Termination

Client files and related engagement data will be retained by IC following termination of this Agreement for the period required by the applicable jurisdiction's mandatory retention requirements. Based on IC's current jurisdictional coverage (Arizona, California, and applicable federal law), IC applies the following retention standard:

IC retains Client files and engagement records for a minimum of seven (7) years following the termination or conclusion of the engagement. This represents the longest applicable retention period across IC's covered jurisdictions, incorporating federal IRS and regulatory record-keeping requirements, the California State Bar's five-year minimum under California RPC 1.15(a), Arizona trust-account records requirements under ER 1.15, and the ABA's seven-year guideline for client file retention. If any specific activity is subject to a longer mandatory retention period under applicable federal law or agency regulation, that longer period controls for records relating to that activity.

During the retention period, IC stores Client files and records securely consistent with ongoing confidentiality obligations. After the retention period expires, IC destroys Client files in a manner that protects Client confidentiality. Client may request a copy of their file at any time, including after termination, subject to IC's reasonable administrative procedures. Data processed solely within Verena™ that constitutes platform operational data is subject to the data retention terms of IAI's platform policies, which IC evaluates at engagement and at least annually.

13. Data Collection and Privacy

In providing legal services, IC collects and processes personal identification and contact information; information about your legal matter, including documents and communications; financial information for billing purposes; usage data relating to your interaction with the platform; and technical data from your devices and browsers. IC uses this information to provide and administer legal services, conduct conflicts checks, maintain client files, bill for services, communicate with you, and comply with legal and regulatory obligations. IC does not sell your personal information.

IC handles personal data in compliance with applicable privacy laws, including the CCPA and other applicable state privacy laws, and applicable provisions of the GDPR for data subjects in the European Economic Area. IC's Privacy Policy, available at invictuscounsel.com/privacy, provides additional details regarding data practices and your privacy rights. IC's Cookie Policy, available at invictuscounsel.com/cookies, describes the cookies used on this website and how to manage them. IC may engage third-party service providers, including cloud hosting providers, payment processors, and IAI as the developer of Verena™, subject to confidentiality obligations permitting use of your data only as necessary to provide services to IC.

14. Conflicts of Interest

Prior to accepting any engagement, IC conducts a conflicts check against IC's current and prior client roster pursuant to Arizona ERs 1.7, 1.9, and 1.10, and California RPCs 1.7, 1.9, and 1.10. IC's countersignature of a Legal Services Agreement represents that, as of the Engagement Effective Date, IC has identified no conflict of interest that would preclude the representation, or that any identified conflict has been disclosed and appropriately resolved with Client's informed written consent.

If a conflict arises after commencement of the engagement, IC will promptly disclose it to Client and take such action as required by applicable professional rules, which may include obtaining Client's informed written consent to continue the representation, withdrawing from a portion of the engagement, or withdrawing entirely. The conflicts framework is re-confirmed at least annually.

Client acknowledges that IC represents, and will continue to represent, other clients whose interests may, in some circumstances, be adverse to Client on activities unrelated to this engagement. This Agreement does not restrict IC from representing other clients on unrelated activities, consistent with applicable professional rules.

15. Termination of Representation

15.1 Termination by Client

Client may terminate this Agreement at any time, with or without cause, by providing written notice to IC through Verena™ or to legal@invictuscounsel.com. Termination is effective upon IC's receipt of written notice unless a later date is specified. Upon termination by Client, IC will: return Client's file and all Client property in IC's possession; take all steps reasonably practicable to avoid prejudice to Client's interests, including providing sufficient time to engage alternative counsel; and refund any unearned fees in accordance with Arizona ER 1.16(d), California RPC 1.16(e), and applicable trust-account rules. The credit portion of the Subscription Fee is a cost incurred when paid and is not refundable.

15.2 Permissive Withdrawal by IC: Arizona ER 1.16 / California RPC 1.16

IC may withdraw from this engagement if withdrawal can be accomplished without material adverse effect on Client's interests, or in any of the following circumstances permitted by Arizona ER 1.16 and California RPC 1.16: Client fails to pay fees as invoiced after reasonable warning; Client insists on action IC considers repugnant or with which IC has a fundamental disagreement; Client's conduct renders the engagement unreasonably difficult for IC to perform effectively; or other good cause under applicable Rules of Professional Conduct. IC will provide reasonable notice of withdrawal to allow Client to secure alternative counsel.

15.3 Mandatory Withdrawal

IC must withdraw from this engagement if continued representation would require IC to violate applicable Rules of Professional Conduct, if IC's physical, mental, or financial condition materially impairs IC's ability to represent Client, or if Client discharges IC. In the event of mandatory withdrawal, IC will give Client reasonable notice, take steps to protect Client's interests, and promptly refund any unearned fees.

15.4 Effect of Termination on Verena™ Plan

Termination of this Agreement ends IC’s Supervision Service and Client’s credit allocation under Section 8.1. Client may continue to use Verena™ under a Standard plan purchased directly from Invictus AI Corporation. Use of Verena™ without IC’s attorney supervision after termination is Client’s own responsibility and is not covered by this Agreement.

16. Intellectual Property

Legal work product specifically prepared for Client in connection with the representation (such as contracts, legal memoranda, and correspondence), upon full payment of applicable fees, belongs to Client for the purposes for which it was prepared. IC retains its own intellectual property rights in its work processes, templates, methodologies, and general legal knowledge. The Verena™ platform and all associated technology, software, algorithms, models, interfaces, and trade secrets are the exclusive property of IAI and are licensed to IC. Client receives no rights in or to the Verena™ platform or any IAI technology by virtue of this engagement. All content on the invictuscounsel.com website, including text, graphics, logos, and the Verena™ name and marks, are the property of Invictus Counsel or IAI and are protected by applicable intellectual property laws.

17. No Guarantee of Results and Limitation on Scope

IC makes no guarantee, warranty, or representation regarding the outcome of any legal activity touched by the Supervision Service. The quality and accuracy of Verena™ outputs depend on, among other things, the information Client provides, the configuration of Client's plan, and the inherent capabilities and limitations of AI technology. IC's supervision reduces, but cannot eliminate, the risk of error. Nothing in this Agreement, on our website, or in any communication from IC constitutes a promise or guarantee of any specific result.

Consistent with Arizona ER 1.2(c) and California RPC 1.2(b), IC's representation under this Agreement is expressly limited to the Supervision Service described herein. This limitation has been communicated to Client, and Client consents to this limited scope of representation. Client understands that this is not a full-service legal representation and that IC has no duty to advise Client on activities outside the defined scope. Nothing in the Supervision Service, this Agreement, or any communication from IC constitutes legal advice on activities outside the defined scope; for such matters, Client should seek separate legal counsel.

18. Disclaimer of Warranties

IC'S WEBSITE AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IC DOES NOT WARRANT THAT THE WEBSITE OR PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. INFORMATION ON THIS WEBSITE IS NOT LEGAL ADVICE AND IS NOT A SUBSTITUTE FOR LEGAL COUNSEL. WITH RESPECT TO LEGAL SERVICES, IC WARRANTS ONLY THAT IT WILL EXERCISE THE STANDARD OF PROFESSIONAL COMPETENCE REQUIRED BY APPLICABLE RULES OF PROFESSIONAL CONDUCT. SOME JURISDICTIONS DO NOT PERMIT LIMITATION OF WARRANTIES IN LEGAL SERVICES AGREEMENTS; TO THE EXTENT ANY SUCH LIMITATION IS UNENFORCEABLE, IC'S LIABILITY SHALL BE AS SET FORTH IN SECTION 19.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND APPLICABLE RULES OF PROFESSIONAL CONDUCT, IC'S TOTAL LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE ATTORNEY-CLIENT RELATIONSHIP SHALL NOT EXCEED THE GREATER OF: (i) THE TOTAL FEES PAID BY CLIENT TO IC IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (ii) FIVE THOUSAND DOLLARS ($5,000.00). IN NO EVENT SHALL IC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA.

IMPORTANT: SOME JURISDICTIONS PROHIBIT OR RESTRICT LIMITATIONS OF LIABILITY IN LEGAL MALPRACTICE CLAIMS. TO THE EXTENT THE FOREGOING LIMITATIONS ARE UNENFORCEABLE UNDER APPLICABLE LAW OR PROFESSIONAL RESPONSIBILITY RULES WITH RESPECT TO LEGAL MALPRACTICE CLAIMS, THOSE LIMITATIONS DO NOT APPLY TO SUCH CLAIMS. IC MAINTAINS PROFESSIONAL LIABILITY (MALPRACTICE) INSURANCE AS REQUIRED BY APPLICABLE LAW AND BAR RULES. This limitation does not apply to: your obligation to pay fees and costs; claims arising from IC's fraud or willful misconduct; or any liability that cannot be limited under applicable law.

20. Indemnification

Client agrees to defend, indemnify, and hold harmless IC, its attorneys, employees, agents, and affiliates from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Client's breach of this Agreement; (ii) Client's provision of false, misleading, or incomplete information to IC; (iii) Client's use of legal work product in a manner not authorized or outside the scope for which it was prepared; (iv) Client's violation of applicable law; or (v) any third-party claim relating to Client's underlying legal matter arising from Client's own conduct rather than IC's professional services. This indemnification does not require Client to indemnify IC for claims arising from IC's own negligence, professional errors, or violations of applicable rules of professional conduct.

21. Electronic Records, Signatures, and Notices

Client consents to communicate with IC by electronic means through the Verena™ platform and associated digital channels. Electronic records maintained by IC constitute the official client file. Client authorizes IC to accept electronic signatures on documents prepared in connection with the representation unless Client specifies otherwise. Electronic signatures are accepted and shall be deemed original signatures for all purposes under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

All notices under this Agreement must be in writing. Notices to IC should be directed to IC's mailing address at PO Box 93116, Phoenix, AZ 85070, or to legal@invictuscounsel.com. Notices to Client should be directed to the address or email identified in Client's Legal Services Agreement. Notice is effective on the date received.

22. Attorney Advertising Disclosures

THIS WEBSITE AND ITS CONTENTS MAY CONSTITUTE ATTORNEY ADVERTISING UNDER THE RULES OF PROFESSIONAL CONDUCT OF APPLICABLE JURISDICTIONS. PRIOR RESULTS DESCRIBED ON THIS WEBSITE DO NOT GUARANTEE A SIMILAR OUTCOME. Case results and client testimonials, if any, are not indicative of future outcomes.

Arizona Notice: Invictus Counsel, PLLC is a professional limited liability company licensed to practice law in the State of Arizona. Bijal Patel-Weintraub, Esq. (AZ Bar No. 033652) is the attorney responsible for the content of this Agreement and IC’s advertising in Arizona.

California Notice: This communication may constitute attorney advertising in the State of California. Charles L. Moore, Esq. (CA Bar No. 184458) is responsible for the content of IC's communications as they pertain to California activities. Prior results described in any IC communications do not guarantee a similar outcome.

Federal Activities: IC's federal-law practice is conducted by IC's licensed attorneys subject to applicable federal-court and agency bar-admission requirements.

IC is not a certified specialist in any area of law unless specifically stated. IC complies with applicable attorney advertising rules in all jurisdictions in which it practices.

23. Dispute Resolution and Mandatory Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER. BY AGREEING TO THIS AGREEMENT, YOU WAIVE YOUR RIGHT TO A JURY TRIAL ON DISPUTES WITH IC.

23.1 Mandatory Pre-Arbitration Meet and Confer

Before initiating any formal dispute proceeding, the party asserting a dispute, claim, or controversy arising out of or relating to this Agreement, the Supervision Service, the fees charged, or the attorney-client relationship ("Dispute") must provide written notice describing the Dispute in reasonable detail. The parties shall have thirty (30) calendar days from delivery of that notice ("Meet-and-Confer Period") to attempt good-faith resolution before either party may initiate arbitration. This meet-and-confer requirement is a condition precedent to arbitration and may not be waived except by mutual written agreement. Written notice to IC must be sent to legal@invictuscounsel.com with a copy by certified mail to IC's mailing address.

23.2 Mandatory Binding Arbitration

If the parties are unable to resolve a Dispute during the Meet-and-Confer Period, the Dispute shall be submitted to and resolved exclusively by binding individual arbitration. This arbitration obligation applies to all Disputes including fee disputes (except where Client elects state bar fee arbitration as provided in Section 8.5), contract claims, tort claims, and statutory claims.

Arbitration shall be conducted under the then-current rules of the American Arbitration Association ("AAA") applicable to commercial disputes, or, if all parties agree in writing, under the JAMS Comprehensive Arbitration Rules and Procedures. In the event of a conflict between those rules and this Agreement, this Agreement controls to the maximum extent permitted by applicable law and applicable Rules of Professional Conduct. The arbitration shall be conducted before a single neutral arbitrator with demonstrated experience in legal professional responsibility, legal fee disputes, or attorney-client agreements, selected by mutual agreement of the parties or, absent agreement within fifteen (15) days of the close of the Meet-and-Confer Period, by the applicable arbitration administrator.

The seat of arbitration shall be Maricopa County, Arizona; the arbitration may be conducted in person, by videoconference, or through document submission at the discretion of the arbitrator after considering the parties' preferences and the complexity of the Dispute. The arbitrator's award shall be in writing, shall state the reasons for the award, and shall be final and binding on the parties. Judgment on the award may be entered in any court of competent jurisdiction.

23.3 Costs and Attorneys' Fees in Arbitration

The costs of arbitration (arbitrator fees and AAA or JAMS administrative fees) shall be allocated by the arbitrator consistent with applicable law. Each party shall bear its own attorneys' fees unless the arbitrator finds that a party acted in bad faith or the claim was frivolous, in which case the arbitrator may award reasonable attorneys' fees and arbitration costs to the prevailing party.

23.4 Class Action Waiver

ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CONSOLIDATED PROCEEDING, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable, the entire arbitration obligation for that claim shall be severed and that claim shall proceed in court.

23.5 State Bar Grievance Rights Preserved

Nothing in this Agreement limits or waives Client's right to file a grievance or disciplinary complaint with the State Bar of Arizona, the State Bar of California, or any other applicable attorney-disciplinary authority regarding IC's professional conduct. The mandatory arbitration provision does not apply to, and shall not be construed to prevent or delay, any disciplinary proceeding before a state bar or any other regulatory body with authority over IC's licensed attorneys. Client's disciplinary grievance rights are independent of, and not subject to, the arbitration requirement of this Section.

23.6 Exceptions to Arbitration

Either party may seek emergency injunctive or provisional relief from a court of competent jurisdiction in Maricopa County, Arizona, or, for California-specific activities, in a court of competent jurisdiction in the county in which Client is located, to the extent necessary to prevent irreparable harm pending the constitution of the arbitral tribunal. Seeking interim court relief does not waive either party's right to arbitration. Either party may bring qualifying claims in small claims court.

23.7 Jury Trial Waiver

FOR ANY CLAIM NOT SUBJECT TO ARBITRATION, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY. BOTH PARTIES AGREE THAT SUCH CLAIMS SHALL BE TRIED BY A JUDGE SITTING WITHOUT A JURY, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

24. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-laws principles, except that: (i) activities specifically arising under California law, the California Rules of Professional Conduct, or California Business & Professions Code shall be governed by California law to the extent required by those authorities; (ii) federal law governs any Dispute arising in connection with IC's federal-law practice services; and (iii) the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of the arbitration provisions in Section 23.

For any claims not subject to arbitration, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, except that California-specific activities may be brought in a court of competent jurisdiction in the county in which Client is located. Each party waives any objection to such jurisdiction on the grounds of inconvenient forum or otherwise.

25. Entire Agreement and Order of Precedence

This Agreement, together with each Legal Services Agreement and plan documentation incorporated herein by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and representations. In the event of a conflict, Legal Services Agreements control over this Agreement only with respect to client-specific terms (initial Responsible Attorney, specific fee amounts, plan tier); this Agreement controls in all other respects. Applicable professional responsibility rules supplement and, to the extent of any conflict, control over this Agreement.

26. Modifications to This Agreement

IC reserves the right to modify this Agreement at any time. For active clients, material changes to the provisions governing the attorney-client relationship will be communicated at least thirty (30) days in advance. For non-material changes, IC will post revised terms on its website with an updated effective date. Continued use of the website or services following the effective date of any change constitutes acceptance of the revised Agreement.

27. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, severed from this Agreement, without affecting the validity or enforceability of the remaining provisions.

28. Assignment

Client may not assign rights or obligations under this Agreement without IC's prior written consent. IC may assign administrative and operational obligations to affiliates or successors in connection with a restructuring, merger, or acquisition, provided such assignment does not impair the attorney-client relationship or IC's professional obligations to Client. Assignment by IC of active representations is subject to applicable professional responsibility rules governing client consent.

29. No Waiver

No failure or delay by IC in exercising any right under this Agreement constitutes a waiver of that right. Waivers must be in writing and signed by an authorized representative of IC.

30. Force Majeure

IC shall not be liable for delays or failure to perform obligations caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, or infrastructure failures. IC will promptly notify Client of any such event and resume performance as soon as practicable. Where a force majeure event materially impairs IC's ability to represent Client, IC will cooperate in transitioning the matter to alternative counsel.

31. Third-Party Links

This website may contain links to third-party websites for informational purposes. IC does not endorse and is not responsible for the content, accuracy, or privacy practices of any third-party websites. Links do not constitute a referral or endorsement of legal counsel.

32. Contact Information

For questions about this Agreement, legal service inquiries, fee disputes, or formal notices, please contact:

Invictus Counsel, PLLC

PO Box 93116, Phoenix, AZ 85070

Website: https://invictuscounsel.com

Email: legal@invictuscounsel.com

For formal legal notices and arbitration Dispute Notices: Written notice must be sent by certified mail or nationally recognized overnight courier to IC's mailing address above, with a copy to legal@invictuscounsel.com.

Effective October 19, 2026 | Version 3.2 | This website constitutes attorney advertising. Prior results do not guarantee a similar outcome.