FirstPanel › Terms of Service
Version 1.1 — in force from 20 August 2026.
Last updated 20 August 2026. Previous versions are kept; ask at legal@firstpanel.app.
What changed in 1.1. Two changes, both of which narrow a Customer right, which is why acceptance is re-gated. (1) Indemnities are capped. New § 13.5 caps each party's indemnification obligations under § 14 at $20,000, inclusive of the cost of defense, and new § 13.6 says what happens if that cap is exhausted mid-defense. The former § 13.5 excluded indemnities from every cap in § 13, which left the obligation to defend an infringement claim unlimited. The cap is mutual. The former §§ 13.5 and 13.6 are renumbered 13.7 and 13.8. (2) § 20 describes what the Service actually does. A new version takes effect when Company publishes it — there is no 30-day waiting period, and no pro-rata refund or termination right attached to an amendment. What replaces them is the acceptance gate, which was already in the software and is now the thing § 20 describes. § 20.5 keeps the refund, separately from the notice period: Company does not delay a change by a month, and it does not keep money for a period in which Customer cannot use the Service. Those are two different questions and only the first was the problem.
These Terms of Service (the "Terms") govern access to and use of FirstPanel. They form a binding agreement between ZAP POP MVP LLC, a California limited liability company ("Company", "we", "us"), and the law firm, attorney, or other entity that accepts them ("Customer", "you").
How you accept them. At first sign-in, the Service presents these Terms, the Privacy Policy and the Data Processing Addendum, and requires each user to affirmatively accept them before any part of the Service can be used. That acceptance is recorded with the user, the date and time, and the version accepted. On a free trial the Free Trial Agreement is presented and accepted in the same way. You also accept these Terms by signing an Order Form that references them. If you are accepting on behalf of a firm, you represent that you are authorized to bind that firm.
Where Company publishes a new version, the Service asks you to accept again — see section 20.
1.1 "Service" means the FirstPanel hosted application, including the automated submission of Panel Requests to DWC, the retrieval and storage of documents DWC returns, and any related features Company makes available.
1.2 "Authorized User" means an individual Customer permits to use the Service under Customer's account — a partner, associate, paralegal, case manager, or other member of Customer's personnel.
1.3 "Customer Data" means all data, documents and information that Customer or its Authorized Users submit to the Service, together with all documents and data the Service obtains from DWC on Customer's behalf. Customer Data includes Injured Worker Data.
1.4 "Injured Worker Data" means the subset of Customer Data that identifies or relates to an injured worker, including name, home address, claim number, date of injury, employer, treating physician, medical dispute descriptions, and the contents of objection letters and panel documents.
1.5 "Panel Request" means a request for a panel of qualified medical evaluators submitted to the California Division of Workers' Compensation ("DWC") through the Service, whether under Labor Code section 4060, 4061 or 4062.
1.6 "DWC" means the California Division of Workers' Compensation, including its Medical Unit and the electronic forms it publishes.
1.7 "Order Form" means a document signed or accepted by both parties identifying the subscription purchased, its price and its term.
1.8 "Subscription Term" means the period stated on an Order Form, including renewals.
1.9 "Documentation" means the FirstPanel startup guide and any other operating instructions Company publishes for the Service and identifies as Documentation. The in-product Help page is not Documentation for the purposes of the warranty in section 12.1: it is guidance, it is being rewritten, and where it and the Service differ the Service as it actually operates is what section 12.1 is measured against. Where the startup guide and the Service differ, Customer should tell Company at support@firstpanel.app and Company will correct whichever is wrong.
2.1 What it does. The Service accepts information Customer enters about a workers' compensation matter, calculates and displays candidate filing dates, checks an uploaded objection letter against the information entered, submits a Panel Request to DWC's electronic form at a scheduled time, and stores what DWC returns.
2.2 Timing. Where Customer schedules a Panel Request, the Service is designed to submit it at 5:00:00 p.m. Pacific time on the date Customer selects. Company does not warrant that any particular submission will occur at that instant, will occur at all, or will be accepted by DWC. See sections 12 and 13.
2.3 What it does not do. The Service does not practice law, exercise professional judgment, or provide legal advice. It does not determine whether a Panel Request is proper, whether it should be made, what it should contain, or when it should be filed. It does not guarantee that a panel will issue, that any particular specialty will be assigned, that any particular evaluator will be appointed, or that Customer will prevail in any race to file.
2.4 Dates are informational. Dates the Service calculates and displays are aids to Customer's own analysis. They are derived in part from published authority whose application to a given matter is a matter of legal judgment, and in part from the addresses recorded in DWC's public registries, which Company does not control and does not verify. Customer is solely responsible for determining the correct filing date in every matter. See section 5.3.
2.5 Changes. Company may modify, add to, or discontinue features of the Service. Company will not materially reduce the core functionality described in section 2.1 during a paid Subscription Term without at least 30 days' notice; if it does, Customer may terminate under section 10.4 and receive a pro-rata refund of prepaid, unused fees.
3.1 Grant. Subject to these Terms and payment of applicable fees, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer's internal professional purposes — that is, to make Panel Requests in matters in which Customer or its Authorized Users represent a party.
3.2 Reservation. Company retains all right, title and interest in the Service, including all software, interfaces, documentation, and improvements. Nothing in these Terms transfers any intellectual property to Customer. Customer receives no rights except those expressly granted.
3.3 Feedback. If Customer gives Company suggestions or feedback about the Service, Company may use them without restriction or obligation. Feedback does not include Customer Data.
4.1 Authorized Users. Customer may permit its Authorized Users to use the Service. Customer is responsible for their acts and omissions as if they were Customer's own.
4.2 Credentials. Customer and its Authorized Users must keep account credentials confidential and must not share individual accounts. Customer must notify Company promptly at support@firstpanel.app on becoming aware of any unauthorized access.
4.3 Multi-factor authentication. The Service offers multi-factor authentication to every user, and permits a firm administrator to require it for all of Customer's Authorized Users. Given the nature of the data in the Service, Company strongly recommends that Customer enable this requirement. Customer's decision not to do so is Customer's own, and Company is not liable for unauthorized access that multi-factor authentication would have prevented.
4.4 Shared workspace. All of Customer's Authorized Users can see all of Customer's matters within the Service. The Service does not provide matter-level access restrictions within a firm. Customer is responsible for deciding who to invite in light of any internal confidentiality or ethical-screen obligations it may have.
These obligations are material. The Service automates a step in a time-critical process; it does not assume Customer's professional duties.
5.1 Professional responsibility. Customer is a licensed attorney or law firm (or acts under the supervision of one) and remains solely responsible for compliance with the Rules of Professional Conduct, the Labor Code, the Rules of the Workers' Compensation Appeals Board, and all other law applicable to its practice.
5.2 Accuracy. Customer is responsible for the accuracy and completeness of everything it enters, including claim numbers, dates, party names, addresses and specialty selections, and for confirming that any uploaded document is the correct document for that matter.
5.3 Independent calendaring. Customer must independently calendar and track every deadline in every matter, and must not rely on the Service as its only record or reminder of a filing date. The Service is a filing tool, not a docketing system.
5.4 Verification. Customer must review the status and outcome of each Panel Request after its scheduled date, confirm that the filing occurred and that the result is what Customer expected, and take independent action promptly if it did not. Company will attempt to notify Customer of failures, but Customer's duty to check does not depend on receiving a notification.
5.5 Contact addresses. Customer is responsible for keeping current the email addresses to which the Service sends results and failure alerts, and for ensuring those addresses accept mail from the Service.
5.6 Own copies. Customer may export all of its data from the Service at any time, free of charge. Customer is responsible for maintaining its own file copies consistent with its professional record-keeping obligations, and must not treat the Service as the sole repository of any client file.
5.7 Authority over injured worker information. Customer represents that it has the right and any necessary authority to provide Injured Worker Data to Company and to have Company process it as contemplated by these Terms and the Data Processing Addendum.
6.1 Ownership. As between the parties, Customer owns all Customer Data. Company claims no ownership of it.
6.2 License to Company. Customer grants Company a limited, non-exclusive license to host, copy, transmit, display and process Customer Data solely to (a) provide, secure and support the Service, (b) submit Panel Requests and retrieve results at Customer's direction, and (c) comply with law. This license exists only for those purposes and ends as described in section 11.
6.3 What Company will not do. Company will not:
(a) sell, rent or share Customer Data; (b) use Customer Data for advertising or marketing; (c) use Customer Data to train, fine-tune or improve any machine-learning or artificial intelligence model, whether Company's or a third party's; (d) use Customer Data for Company's own legal practice or that of any of its members or personnel, or in any matter adverse to Customer (see section 18); or (e) disclose Customer Data to any third party except as section 7 or the Data Processing Addendum permits.
6.4 Aggregate operational data. Company may compile and use operational and statistical information about the performance of the Service — for example submission timing, error rates, and capacity — provided it is aggregated or de-identified so that it does not identify Customer, any Authorized User, any injured worker, or any matter.
6.5 Data location. Customer Data is stored and processed in the United States, in
Amazon Web Services' Northern California region (us-west-1). This covers the database and
its backups, every stored document, the encryption keys and the audit logs; none of it is
replicated to another region or country. Company will not move Customer Data outside the
United States without Customer's prior written consent.
Email is a stated exception, in both directions: a message sent to Company is routed by a third party whose network is global, and a message sent by the Service is delivered to whatever mail provider Customer uses. Data Processing Addendum § 10.3 and Privacy Policy § 9.1 set this out. Company's outbound messages identify a filing and its outcome and do not contain the contents of a matter.
7.1 Confidential Information. Each party may receive information of the other that is confidential. Customer Data is Customer's Confidential Information. Each party will protect the other's Confidential Information with at least reasonable care and will not disclose it except to personnel and contractors who need it and are bound by comparable obligations.
7.2 Privileged material. Company acknowledges that Customer Data may include information subject to the attorney-client privilege, the attorney work-product doctrine, and Customer's duty of confidentiality under Rule 1.6 of the California Rules of Professional Conduct. Company:
(a) will treat such information as confidential; (b) will not assert, and waives any right to assert, that disclosure of such information to Company in the course of providing the Service waived any privilege or protection; and (c) agrees that the parties intend no such waiver.
7.3 Legal process. If Company receives a subpoena, warrant, court order, or other legal process seeking Customer Data, Company will, unless legally prohibited:
(a) notify Customer promptly and before producing anything, so that Customer may seek a protective order or assert privilege; (b) provide Customer with a copy of the demand; (c) produce no more than the process requires; and (d) reasonably cooperate with Customer's efforts to limit or quash it, at Customer's expense.
Company will not itself assert privilege on Customer's behalf and does not undertake to do so; the right and the responsibility to assert it are Customer's.
7.4 Government access. Company does not provide any government or third party with direct, unfettered, or standing access to Customer Data, and has received no request to do so as of the date of these Terms.
Acceptable use is stated here rather than in a separate policy, because the Service has one narrow professional purpose and a general-purpose acceptable use policy — spam, harassment, adult content, cryptocurrency mining — would be mostly irrelevant to it. The prohibitions that matter here are specific to what this Service does.
8.1 Customer and its Authorized Users must not:
(a) use the Service to submit a Panel Request in a matter in which neither Customer nor an Authorized User represents a party; (b) submit information known to be false, or submit a document that is not the document it is represented to be; (c) use the Service to make repeated or duplicative submissions to DWC beyond what a matter reasonably requires, or in any manner intended to burden or degrade DWC's systems; (d) attempt to circumvent, disable or test the Service's security or tenant-isolation controls, or attempt to access another firm's data; (e) reverse engineer, decompile, or attempt to derive the source code or the operation of the Service, except to the extent that restriction is unenforceable by law; (f) resell, sublicense, or provide the Service as a service bureau to a firm that is not an affiliate of Customer, without Company's written consent; (g) use the Service to build a competing product, or benchmark it for publication without Company's written consent; (h) use automated means to access the Service other than the interfaces Company provides; or (i) use the Service in violation of any law or any rule of professional conduct.
8.2 Company's rights. Company may investigate suspected violations and may suspend access under section 9.4. Company does not monitor the substance of Customer's matters and has no obligation to review Customer Data for compliance.
9.1 Fees. Customer will pay the fees stated on the applicable Order Form. Unless the Order Form says otherwise, fees are invoiced in advance for the Subscription Term and are due within fifteen (15) days of the invoice date.
9.2 Non-refundable. Fees are non-refundable except where these Terms expressly provide a refund (sections 2.5, 10.5 and 20.5) or where law requires one.
9.3 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum the law allows. Customer will reimburse reasonable costs of collection.
9.4 Suspension. Company may suspend access if (a) fees are more than fifteen (15) days overdue and Company has given at least ten (10) days' written notice, (b) Customer's use presents a security risk to the Service or others, or (c) Customer materially breaches section 8. Where practicable, Company will not suspend a Customer account in a way that prevents a Panel Request already scheduled within the next seven days from being submitted — but Customer must not rely on that, and remains responsible under section 5.3 for independently protecting its deadlines.
9.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all taxes other than taxes on Company's income.
9.6 Price changes. Company may change prices effective on renewal, on at least thirty (30) days' notice before the end of the then-current Subscription Term.
10.1 Term. These Terms begin when Customer first accepts them and continue until all Subscription Terms have expired or been terminated.
10.2 Renewal. Unless an Order Form says otherwise, each Subscription Term renews automatically for a further period of the same length. Either party may decline renewal by notice given at least thirty (30) days before the end of the then-current Subscription Term.
10.3 Termination for cause. Either party may terminate if the other materially breaches and fails to cure within thirty (30) days of written notice. Company may terminate immediately for a breach of section 8.1(d).
10.4 Termination for change. Customer may terminate under section 2.5.
10.5 Effect. On expiry or termination: Customer's right to access the Service ends; the ability to submit new Panel Requests ends; and Customer's data is handled under section 11. Fees already due remain payable. Where Company terminates for its own convenience, or Customer terminates under section 2.5 or for Company's uncured material breach, Company will refund prepaid fees for the unused remainder of the Subscription Term.
10.6 Lapse without termination. If a subscription simply lapses — including a trial that is not converted — Customer's account moves to an ended state and section 11 applies from the date the lapse is recorded.
11.1 Export at any time. While Customer's account exists, Customer may export its data from the Service at any time, without charge and without contacting Company. The export includes Customer's matters, its filing history, uploaded objection letters, and documents returned by DWC.
11.2 After a subscription ends. Customer's data remains accessible for export for a retention period after the subscription or trial ends. That period is thirty (30) days by default. Customer may set a longer period, up to three hundred sixty-five (365) days, in the Service's firm settings. In no case will Company delete Customer's data sooner than fourteen (14) days after Company records the account as ended.
11.3 Deletion. At the end of the retention period Company deletes Customer's matters and documents. Copies within backups and prior stored versions age out within a further fourteen (14) days.
11.4 What survives deletion. Company retains the account record and the audit log — the record of what was deleted and when, and of who accessed what. That record is retained because it is the evidence that deletion occurred, and because Company cannot delete records of access without defeating their purpose. It does not contain the contents of Customer's matters or documents.
11.5 Deletion on request. Customer may request deletion before the retention period expires by written request to support@firstpanel.app. Company will delete within thirty (30) days of a verified request, subject to section 11.4 and to any legal hold.
11.6 No obligation to retain. After the periods in this section, Company has no obligation to retain Customer Data and Customer should not ask Company to reproduce it. Section 5.6 exists for this reason.
12.1 Company's warranty. Company warrants that it will provide the Service in a professional and workmanlike manner and, during a paid Subscription Term, substantially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is for Company to use commercially reasonable efforts to correct the non-conformity, and if it cannot within a reasonable time, termination with a pro-rata refund under section 10.5.
12.2 Mutual. Each party warrants that it has the authority to enter into these Terms.
12.3 DISCLAIMER. EXCEPT AS STATED IN SECTION 12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
12.4 Specific disclaimers. Without limiting section 12.3, Company does not warrant that:
(a) any Panel Request will be submitted at any particular time, or at all; (b) any Panel Request will be accepted by DWC, or that a panel will issue; (c) any particular specialty, panel, or evaluator will be assigned; (d) Customer will be the first party to file, or will prevail in any dispute over the panel; (e) any date the Service calculates is the legally correct date in any matter; (f) the attachment check will detect every discrepancy between a document and the information entered, or that every discrepancy it reports is genuine; (g) DWC's systems will be available, correct, or unchanged; or (h) the Service will be uninterrupted or error-free.
12.5 No uptime commitment. Company makes no service level or availability commitment. Any statement about availability outside a signed Order Form is informational only.
12.6 Dependence on DWC. The Service interacts with an electronic form published and controlled by DWC. DWC may change, restrict or withdraw that form, may be unavailable, and may reject a submission for reasons outside Company's knowledge or control. Company is not responsible for DWC's systems, decisions or availability.
13.1 Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
13.2 Specific excluded losses. WITHOUT LIMITING SECTION 13.1, COMPANY WILL NOT BE LIABLE FOR: THE LOSS OF A QME PANEL OR OF THE OPPORTUNITY TO OBTAIN ONE; THE ASSIGNMENT OF A SPECIALTY OR EVALUATOR OTHER THAN THE ONE SOUGHT; THE OUTCOME OF ANY UNDERLYING WORKERS' COMPENSATION CLAIM, SETTLEMENT OR PROCEEDING; ANY CHANGE IN THE VALUE OF A CLAIM; OR ANY CLAIM AGAINST CUSTOMER BY ITS OWN CLIENT ARISING FROM ANY OF THE FOREGOING.
13.3 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE FEES CUSTOMER PAID OR OWED FOR THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE THOUSAND DOLLARS ($1,000).
13.4 Enhanced cap for data security. Notwithstanding section 13.3, Company's aggregate liability for breach of section 7 (Confidentiality) or of Company's obligations under the Data Processing Addendum will not exceed three (3) times the amount in section 13.3.
13.5 Indemnification cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, INCLUDING THE COST OF DEFENSE, WILL NOT EXCEED TWENTY THOUSAND DOLLARS ($20,000). This cap is separate from and additional to the caps in sections 13.3 and 13.4, and an amount paid under one is not counted against another. A refund of prepaid, unused fees offered under section 14.1 is not counted against this cap.
13.6 Effect of exhaustion. Once a party has paid the amount in section 13.5 in respect of a claim, it may tender the defense of that claim back to the indemnified party. The indemnified party may then conduct its own defense, at its own cost and with counsel of its own choosing, and the indemnifying party has no further obligation in respect of that claim, including no obligation to pay damages awarded or amounts paid in settlement.
13.7 Exclusions from the cap. Sections 13.1 through 13.6 do not limit: Customer's obligation to pay fees, or liability that cannot be limited by law, including for fraud, willful misconduct, or gross negligence.
13.8 Basis of the bargain. Customer acknowledges that the fees reflect this allocation of risk, that Company could not offer the Service at these fees without it, and that the allocation is a material and negotiated part of the bargain between sophisticated parties each represented by, or capable of obtaining, counsel.
14.1 By Company. Company will defend Customer against any third-party claim that the Service, as provided by Company and used in accordance with these Terms, infringes a United States patent, copyright, trademark or trade secret, and will pay damages finally awarded or amounts in an approved settlement. If the Service becomes, or Company believes it may become, subject to such a claim, Company may procure the right to continue use, modify the Service to be non-infringing, or terminate and refund prepaid unused fees. Company has no obligation for a claim arising from Customer Data, Customer's breach, or use of the Service in combination with anything Company did not supply.
14.2 By Customer. Customer will defend Company against any third-party claim arising from (a) Customer Data, including any claim by an injured worker, an opposing party, or Customer's own client relating to Customer's use of the Service; (b) Customer's breach of section 5, 7 or 8; or (c) Customer's violation of law or of any rule of professional conduct — and will pay damages finally awarded or amounts in an approved settlement.
14.3 Procedure. The indemnified party will notify the indemnifying party promptly, give it sole control of the defense (except that it may not settle in a way that admits fault or imposes a non-monetary obligation on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.
14.4 Cap and control after exhaustion. Both indemnities in this section are subject to the cap in section 13.5, which includes the cost of defense. Section 13.6 governs control of the defense once that cap is exhausted.
15.1 The Service is software. It does not provide legal advice, and nothing it displays — including any calculated date, any warning, any check of a document, or any content on the Legal reference page — is legal advice or a substitute for the professional judgment of a licensed attorney.
15.2 No attorney-client relationship is created between Company (or any of its members, officers or personnel) and Customer, or between Company and any client of Customer, by Customer's use of the Service, by Company's provision of it, or by Company's possession of Customer Data. Section 18 addresses this in greater detail.
15.3 Company's personnel may be licensed attorneys. In providing the Service they act as vendor personnel, not as counsel to Customer or to anyone else.
16.1 Company provides support by email at support@firstpanel.app during ordinary business hours, Pacific time. Company does not commit to a response time.
16.2 To assist with a support request, Company may need to look at the specific matter the request concerns. By raising a support request that identifies a matter, Customer authorizes Company to access that matter's data to the extent needed to answer it. Company's access is role-restricted, requires multi-factor authentication, and is recorded (section 17.2).
17.1 Measures. Company maintains the technical and organizational measures described in Annex A of the Data Processing Addendum, which include encryption of Customer Data in transit and at rest, database-enforced separation between firms, role-restricted access, and logging of access.
17.2 Access by Company personnel. The Service is designed so that Company's personnel do not access Customer Data in the ordinary course. Where a named individual does access it — for support under section 16.2, or to investigate a fault — that access requires the deliberate assumption of a privileged role protected by multi-factor authentication, and it is recorded.
There are only two routes by which a stored document can be read, and both are recorded:
(a) through the Service, which writes an event identifying the user, the document and the time to the application audit log, visible to Customer's administrators; and (b) directly, in Company's cloud console or by API, which is recorded by AWS CloudTrail naming the identity, the exact object, the source network address and the time.
The CloudTrail records in (b) are written to storage held under S3 Object Lock in compliance mode for 365 days, which means no principal — including Company's own root account — can alter or delete them within that period. That is a property of the storage rather than a promise about Company's conduct, which is why it is stated this way.
The application audit log in (a) is held in the database and protected by role privileges, not by immutable storage; Data Processing Addendum Annex A.4 distinguishes the two and Customer should read the guarantee in this section as attaching to (b).
17.3 Incidents. Company will notify Customer without undue delay, and in any event within seventy-two (72) hours of confirming, a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data. Notice is given to Customer's administrators by email and within the Service, and will describe what is known, which of Customer's matters are affected, what Company is doing, and what Company recommends. Company's notice is not an admission of fault. Data Processing Addendum § 5 sets this out in full and governs the detail, including what counts as a breach and what the notice must contain.
17.4 Customer's own obligations. Nothing in this section relieves Customer of its own obligations to its clients, or of any notification duty Customer may have under law or the Rules of Professional Conduct.
This section is a disclosure and a consent. Customer should read it in full and may wish to consult independent counsel before accepting it.
18.1 The disclosure. Company is owned and operated by an attorney licensed in California who is in active practice representing applicants in California workers' compensation matters (the "Owner"). The Owner's law practice is separate from Company, but the same individual stands behind both. Customer is, or is expected to be, a firm that also represents applicants in California workers' compensation matters.
18.2 Where adversity actually arises. Both the Owner and Customer represent applicants, so they are rarely adverse on the merits of a claim. What does happen is a dispute between the two firms over a fee in a matter they have both worked on:
(a) disputes over attorney's fees, including liens under Labor Code section 4903 and related provisions; (b) disputes between prior and successor counsel over the division of a fee, and contested substitutions of attorney; and (c) disputes between co-counsel over division of fees.
18.3 Why that kind of dispute raises no confidentiality problem. In each of the situations in section 18.2 the two firms have represented the same client on the same claim. Both have lawfully held that client's file, and the client holds no right of confidentiality in that information as against a prior or subsequent attorney who represented them in the matter. The parties therefore agree that:
(a) the Service gives the Owner no access to information he would not, in such a dispute, lawfully have had in any event; and (b) the existence of the Service is not a basis on which either firm may claim an informational advantage or disadvantage in a fee dispute between them.
This section records the parties' shared understanding of the position. It is not a representation by Company about the law, and neither party relies on it as legal advice.
18.4 No attorney-client relationship. The relationship between Company and Customer is commercial. It creates no attorney-client relationship between the Owner (or the Owner's firm) and Customer, or between the Owner and any client of Customer. Customer is not a client of the Owner by reason of this agreement, and no duty of loyalty arises from it.
18.5 What Company undertakes. Company undertakes that:
(a) Customer Data will not be used in, or for the benefit of, the Owner's law practice, in any matter, whether or not that matter is adverse to Customer; (b) access to Customer Data by any individual is role-restricted, requires multi-factor authentication, and is recorded in an audit trail that cannot be altered or deleted (section 17.2); (c) if a dispute of the kind described in section 18.2 arises, or the Owner or the Owner's firm otherwise becomes adverse to Customer or to a client of Customer, Company will not access that Customer's data in connection with that dispute or matter, and will access it otherwise only at Customer's request for support; (d) Company will notify Customer if it becomes aware that the Owner's firm has become adverse to Customer in a matter in which Company holds Customer Data relating to that same matter; and (e) Company will not use Customer Data, or information derived from it, to compete with Customer for clients or for referral relationships. This includes not using it to identify or solicit Customer's clients or prospective clients, and not using Customer's case volume, referral sources, or the identity of the claims administrators, employers or physicians it deals with, for the business development of the Owner's law practice. Section 18.3 removes a confidentiality objection; it does not create a commercial license. This undertaking is what stands in its place, and it survives termination.
18.6 Advance consent. Customer consents, in advance, to:
(a) Company continuing to provide the Service to Customer notwithstanding that the Owner or the Owner's firm is or becomes adverse to Customer or to a client of Customer in one or more matters; and (b) the Owner and the Owner's firm continuing to represent their own clients in matters adverse to Customer or to Customer's clients, notwithstanding the existence of this agreement and notwithstanding that Company holds Customer Data.
Customer agrees not to assert that this agreement, or Company's possession of Customer Data, by itself disqualifies the Owner or the Owner's firm from any representation.
18.7 Limits of this consent. This consent is a consent to the arrangement, not to any use of information. It does not extend to, and Customer does not waive any objection to:
(a) the use or disclosure of Customer Data in any matter adverse to Customer; (b) the use of the Service as a source of information for the Owner's law practice, including in a fee dispute of the kind described in section 18.2. Section 18.3 records that such a dispute raises no confidentiality problem; that is not a license to go looking; or (c) any use of Customer Data inconsistent with Company's undertakings in section 18.5.
If Customer believes Customer Data has been used in any of those ways, this consent affords Company no protection.
18.8 Customer's right to decline. Customer may terminate this agreement at any time if it does not wish to continue in light of this section, and Company will refund prepaid fees for the unused remainder of the Subscription Term. Customer may raise a concern under this section at support@firstpanel.app.
18.9 Acknowledgment. Customer acknowledges that it is a sophisticated party engaged in the practice of law, that it has had the opportunity to consider this section and to consult independent counsel about it, and that it accepts it knowingly.
19.1 Company will not use Customer's name, logo, or the fact that Customer uses the Service in any public statement, website, or marketing material without Customer's prior written consent. Consent may be withdrawn on thirty (30) days' notice.
19.2 Company may disclose the existence of the relationship where required by law or by a rule of professional conduct.
20.1 Company may amend these Terms. Notice of an amendment is given by the Service itself: when Company publishes a new version of the agreement set, the Service presents it at each user's next sign-in and asks that user to accept it before any further use.
20.2 A new version takes effect when Company publishes it. There is no waiting period. What this section gives Customer is not delay — it is an affirmative choice. No user is bound by a version that user has not been shown and has not accepted.
20.3 What the acceptance gate does. Each user is shown the current version and must accept it before continuing. The Service records the user, the date and time, and the version accepted, and retains that record. A user who does not accept cannot use the Service. Continued use is never treated as acceptance — there is no configuration of this Service in which a user becomes bound by silence, and there is no "by using the Service you agree" mechanism anywhere in it.
20.4 If Customer does not want a new version. Customer may decline it, in which case Customer's users cannot use the Service and Customer may terminate under section 10. Company does not offer a right to remain on a superseded version, because the Service runs one version of itself for everyone and a term Company cannot honor in the software is a term Company should not write down.
20.5 Prepaid fees are refunded if Customer declines. If Customer declines a new version and stops using the Service, Company will refund prepaid fees for the unused remainder of the Subscription Term. This is an express exception to section 9.2. Company does not delay a change by a month, and it does not keep money for a period in which Customer cannot use the Service; those are two different questions and only the first one was the problem section 20 used to have.
21.1 Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 Venue and jury waiver. The parties submit to the exclusive jurisdiction of the state and federal courts located in Sacramento County, California. Each party waives any right to a jury trial in any proceeding arising out of these Terms. Before filing, the parties will attempt in good faith to resolve the dispute through discussion between individuals with authority to settle, for at least thirty (30) days after written notice of the dispute. Nothing prevents either party from seeking injunctive relief at any time.
21.3 Order of precedence. In the event of conflict: (a) a signed Order Form controls as to price, term, quantity and any term it expressly states overrides these Terms; then (b) the Data Processing Addendum as to the processing of personal information; then (c) these Terms; then (d) any other Company-published document.
21.4 Entire agreement. These Terms, together with any Order Form and the Data Processing Addendum, are the entire agreement on their subject matter and supersede all prior proposals, representations and understandings. Customer has not relied on any statement not contained in them.
21.5 Assignment. Neither party may assign these Terms without the other's written consent, except that either may assign in full to a successor in connection with a merger, reorganization, or sale of all or substantially all assets, on notice. If Company assigns to a party engaged in the practice of law or in providing services to workers' compensation defendants or carriers, Customer may terminate on thirty (30) days' notice and receive a pro-rata refund.
21.6 Notices. Notices to Company go to legal@firstpanel.app and to ZAP POP MVP LLC, 2108 N St #17231, Sacramento, CA 95816. Notices to Customer go to the email addresses of Customer's account administrators. Notice is effective on receipt, or on the next business day if sent by email and not returned undelivered.
21.7 Force majeure. Neither party is liable for a failure to perform (other than to pay money) caused by events beyond its reasonable control, including acts of government, failures of DWC's systems, failures of internet or cloud infrastructure, natural disaster, and labor disturbance.
21.8 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, or — as section 15 and section 18 state — attorney-client relationship.
21.9 No third-party beneficiaries. These Terms benefit only the parties. No injured worker, client of Customer, or other person has any right under them.
21.10 Severability and waiver. If a provision is held unenforceable, it is modified to the least extent necessary and the rest remains in force. A failure to enforce is not a waiver.
21.11 Survival. Sections 1, 5.6, 6.1, 6.3, 7, 11, 12.3–12.6, 13, 14, 15, 18.3, 18.4, 18.5(a), 18.5(e), 18.7, 19, and 21 survive termination.
ZAP POP MVP LLC · 2108 N St #17231, Sacramento, CA 95816 · support@firstpanel.app