Terms of Service

Effective Date: February 26, 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between you and ReferWise, Inc. (“ReferWise,” “we,” “us,” or “our”), governing your access to and use of the ReferWise platform, including the website at referwise.ai, mobile applications, APIs, and all related services (collectively, the “Platform”).

By creating an account or using the Platform, you agree to be bound by these Terms and our Privacy Policy (incorporated herein by reference). If you do not agree to these Terms, do not use the Platform.

1. Definitions

“Attorney” or “User” means a licensed attorney who has created an account on the Platform.

“Collaborative Outsourcing” means an arrangement in which an originating attorney retains the client relationship and engages a specialist attorney through the Platform to perform specific legal work on a matter.

“Escrow Account” means the account maintained through our payment processor (Stripe Connect) for holding funds related to referral transactions pending completion.

“Full Referral” means a complete transfer of a client matter from one attorney to another facilitated through the Platform.

“Infrastructure Fee” means the flat, per-transaction fee charged by ReferWise for facilitating a referral or collaborative outsourcing arrangement through the Platform. Infrastructure Fees are tiered based on matter complexity classification (Standard, Professional, or Premium) and are not calculated as a percentage of any legal fee, billing amount, or case value.

“Inner Circle” means a private, curated group of attorneys assembled by a User for preferential referral matching.

“Matter” means a legal engagement or case that is the subject of a referral or collaborative outsourcing arrangement.

“Originating Attorney” means the attorney who posts a referral opportunity or initiates a collaborative outsourcing arrangement on the Platform.

“Specialist” or “Receiving Attorney” means the attorney who accepts a referral or collaborative outsourcing engagement through the Platform.

2. Eligibility and Account Registration

2.1 Eligibility Requirements

To use the Platform, you must: (a) be a licensed attorney admitted to the bar in at least one U.S. state or territory; (b) be in good standing with all bar(s) in which you are admitted; (c) not be currently suspended, disbarred, or subject to pending disciplinary proceedings that would impair your ability to practice law; and (d) be at least 18 years of age.

2.2 Account Creation

When you create an account, you agree to provide accurate, current, and complete information, including your bar admission number(s) and jurisdiction(s) of admission. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.3 Bar Verification

ReferWise may verify your bar admission status through publicly available state bar records. You authorize ReferWise to perform such verification at registration and periodically thereafter. If we determine that your license status has changed (e.g., suspension, inactive status), we may suspend or terminate your account.

2.4 Account Tiers

The Platform offers multiple subscription tiers with varying feature access and usage limits. Tier-specific terms, including pricing, are described on the Platform and may be updated from time to time. Changes to tier pricing will be communicated at least 30 days in advance.

3. Platform Services

3.1 Referral Marketplace

The Platform provides tools for attorneys to: (a) post referral opportunities for specialist matching; (b) search for and connect with qualified attorneys; (c) manage referral workflows including conflict checks, confidentiality acknowledgments, and engagement agreements; and (d) process infrastructure fees and, where applicable, facilitate fee-sharing arrangements between attorneys in compliance with applicable rules of professional conduct.

3.2 Classification Engine

The Platform automatically classifies matters into complexity tiers (Standard, Professional, or Premium) based on objective matter attributes, including practice area, jurisdictional complexity, number of parties, regulatory overlay, scope of engagement, and urgency. Classification determines the applicable Infrastructure Fee. Classification is never based on billing amounts, hourly rates, case value, or expected recovery.

3.3 Matching Engine

The Platform's matching engine scores potential specialist attorneys based on competence-related factors including practice area alignment, jurisdictional admission, years of experience, verified credentials, and availability. Matching scores are never based on financial factors. The originating attorney always retains full discretion in selecting a specialist.

3.4 Practice Management Tools

The Platform includes practice management features such as client management, matter tracking, deadline calendaring, task management, time tracking, and document handling. These tools are provided to facilitate daily use of the Platform and are subject to tier-based access limits.

3.5 AI-Assisted Features

Certain Platform features utilize artificial intelligence, including compliance review tools and a help assistant. AI-generated outputs are informational only and do not constitute legal advice. You are solely responsible for independently verifying any AI-assisted output before relying on it in your legal practice.

3.6 Bar Directory Search

The Platform aggregates publicly available state bar directory data to facilitate attorney discovery. This data is sourced from public government records and is provided on an “as-is” basis. ReferWise does not guarantee the accuracy, completeness, or timeliness of bar directory data.

4. Fees and Payment

4.1 Infrastructure Fees

ReferWise charges a flat Infrastructure Fee for each referral or collaborative outsourcing transaction processed through the Platform. Current Infrastructure Fee tiers are:

4.2 Fee Structure Compliance

Infrastructure Fees are flat fees for platform services. They are not calculated as a percentage of, nor do they vary based on, any legal fee, billing amount, case value, contingency recovery, or hourly rate. This fee structure is designed to comply with ABA Model Rule 5.4(a) and analogous state rules prohibiting fee-sharing with non-lawyers. ReferWise does not participate in, and has no claim to, any portion of legal fees charged by attorneys to their clients.

4.3 Payment Processing

Payments are processed through Stripe Connect. By using the Platform's payment features, you also agree to Stripe's Connected Account Agreement and Terms of Service. ReferWise may charge a payment processing fee (currently 2.9% + $0.30 per transaction) on payments processed through the Platform, which is separate from the Infrastructure Fee.

4.4 Escrow Services

For transactions that utilize escrow, funds are held in a Stripe Connect escrow account until the applicable release conditions are met (e.g., confirmation of referral acceptance, completion of engagement milestones). ReferWise acts as a technology intermediary for the escrow process and is not a licensed escrow agent. Funds held in escrow are not commingled with ReferWise operating funds.

4.5 Fee-Sharing Between Attorneys

Where attorneys choose to share legal fees in connection with a referral, such arrangements are solely between the participating attorneys and their clients. Fee-sharing must comply with ABA Model Rule 1.5(e) (or the applicable state equivalent), which generally requires: (a) the division is in proportion to services performed or each lawyer assumes joint responsibility; (b) the client agrees in writing to the arrangement and the share each lawyer will receive; and (c) the total fee is reasonable. The Platform provides tools to document these arrangements but does not enforce, verify, or guarantee compliance. Each attorney is independently responsible for ensuring compliance with applicable professional conduct rules.

4.6 Subscription Fees

Certain Platform tiers may require monthly or annual subscription fees. Subscription fees are billed in advance and are non-refundable except as required by applicable law. You may cancel your subscription at any time; cancellation takes effect at the end of the current billing period.

4.7 Taxes

You are responsible for all applicable taxes associated with your use of the Platform. ReferWise will collect and remit sales tax where required by law.

5. Attorney-Client Relationships and Professional Responsibility

5.1 No Attorney-Client Relationship with ReferWise

ReferWise is a technology platform, not a law firm. No attorney-client relationship exists between ReferWise and any user of the Platform or any client of a user. ReferWise does not provide legal advice, legal representation, or legal services of any kind.

5.2 Independent Professional Judgment

Nothing in these Terms or on the Platform restricts, impairs, or interferes with your independent professional judgment in the practice of law. You retain sole discretion over: (a) whether to accept or decline any referral; (b) how to handle any matter; (c) what fees to charge clients; and (d) all other decisions within the scope of your professional responsibilities.

5.3 Confidentiality and Privilege

You are solely responsible for maintaining attorney-client privilege and confidentiality in all communications and data you share through the Platform. The Platform implements technical safeguards including row-level security, confidentiality gating, and encrypted communications, but these do not substitute for your independent professional obligations. Do not upload or share privileged or confidential client information through the Platform except as necessary for the referral process and in compliance with your ethical obligations.

5.4 Conflict of Interest

You are solely responsible for conducting conflict checks before accepting any referral or engagement through the Platform. While the Platform provides conflict-checking tools to assist you, these tools are aids and do not replace your independent obligation to identify and resolve conflicts of interest under the applicable rules of professional conduct.

5.5 Client Consent

You are responsible for obtaining all required client consents, including but not limited to: (a) consent to referral or co-counseling arrangements; (b) consent to fee-sharing (where applicable); and (c) any disclosures required by applicable rules of professional conduct. The Platform provides template consent forms but does not verify that consents have been properly obtained.

6. User Conduct and Obligations

6.1 Compliance with Professional Rules

You agree to use the Platform in compliance with all applicable rules of professional conduct, including the ABA Model Rules and any state-specific variations applicable to your jurisdiction(s) of admission. You are solely responsible for understanding and complying with the rules of each jurisdiction in which you practice.

6.2 Accuracy of Information

You agree to provide and maintain accurate information on the Platform, including your practice areas, jurisdictions, experience, and credentials. Misrepresentation of qualifications, bar status, or professional experience is grounds for immediate account termination.

6.3 Prohibited Conduct

You agree not to: (a) use the Platform for any unlawful purpose or in violation of any applicable rules of professional conduct; (b) impersonate another attorney or misrepresent your identity; (c) circumvent Platform payment systems to avoid Infrastructure Fees; (d) scrape, crawl, or automated access to the Platform except through authorized APIs; (e) attempt to access other users' accounts or data; (f) interfere with the Platform's security or infrastructure; (g) use the Platform to solicit clients in violation of applicable advertising and solicitation rules; or (h) share your account credentials with any third party.

7. Electronic Signatures

The Platform includes electronic signature functionality for engagement agreements, fee-sharing agreements, and client consent forms. By using the e-signature feature, you agree that your electronic signature constitutes your legally binding signature under the Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform Electronic Transactions Act (UETA), to the extent applicable. You are responsible for ensuring that any electronic signature you apply through the Platform satisfies the requirements of your jurisdiction.

8. Intellectual Property

8.1 Platform Ownership

The Platform, including all software, designs, text, graphics, interfaces, and underlying technology, is owned by ReferWise and protected by intellectual property laws. These Terms do not grant you any ownership interest in the Platform.

8.2 User Content

You retain ownership of all content you submit to the Platform (“User Content”), including matter descriptions, documents, and profile information. By submitting User Content, you grant ReferWise a limited, non-exclusive license to store, process, display, and transmit such content solely as necessary to provide the Platform services to you and other authorized users in connection with referral transactions.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Platform, you grant ReferWise an unrestricted, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

9. Data Privacy and Security

Your use of the Platform is governed by our Privacy Policy, which describes how we collect, use, store, and protect your personal information and practice data. We implement industry-standard security measures including encryption in transit and at rest, row-level security, audit logging, and access controls.

10. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

ReferWise does not guarantee: (a) that you will receive or generate referrals through the Platform; (b) the quality, competence, or suitability of any attorney matched through the Platform; (c) the accuracy of classification or matching algorithms; or (d) any particular business outcome from using the Platform.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REFERWISE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM.

REFERWISE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO REFERWISE IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

12. Indemnification

You agree to indemnify, defend, and hold harmless ReferWise, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable rules of professional conduct; (d) your legal practice, including any malpractice claims; (e) any fee-sharing arrangements entered into through the Platform; or (f) your violation of any third-party rights.

13. Term and Termination

These Terms are effective when you create an account and remain in effect until terminated. You may terminate your account at any time by contacting us at support@referwise.ai. We may suspend or terminate your account for violation of these Terms, changes to your bar admission status, fraudulent conduct, non-payment, or any other reason with 30 days' prior notice.

14. Dispute Resolution

These Terms are governed by the laws of the State of Florida. Any dispute arising out of or related to these Terms or the Platform shall be resolved through binding arbitration administered by the American Arbitration Association. YOU AND REFERWISE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15. Modifications

ReferWise may modify these Terms at any time by posting the revised Terms on the Platform and updating the “Effective Date.” Material changes will be communicated via email at least 30 days before taking effect.

16. General Provisions

These Terms, together with the Privacy Policy and any tier-specific terms, constitute the entire agreement between you and ReferWise regarding the Platform. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

17. Contact Information

If you have questions about these Terms, please contact us at:

ReferWise, Inc.
Email: legal@referwise.ai
Website: https://referwise.ai

Last Updated: February 26, 2026 · © 2026 ReferWise, Inc. All rights reserved.