Terms of Use

Eligibility; Accounts; Acceptance

You must be at least 18 and have legal capacity to enter into a binding contract to use the Platform. Lawyer Users represent and warrant that they are duly licensed attorneys in good standing in applicable jurisdictions and that they will use the Platform in compliance with all professional, ethical, and regulatory obligations. You must provide accurate account information, keep credentials confidential, and promptly update any changes. Your use of the Platform constitutes express acceptance of these Terms of Use.

Platform Role; No Legal Services; No Party to Referrals

Donna is a technology provider enabling Lawyer Users to refer client matters to one another, track status, and administer referral-fee arrangements. Donna does not provide legal services, does not supervise or verify legal work, does not guarantee ethical compliance, and is not a party to any lawyer-to-lawyer referral contract formed through the Platform. Lawyer Users practice independently and remain solely responsible for client relationships, competence, conflicts, confidentiality, and compliance with applicable law and professional rules. Donna may facilitate communication and verification administratively but does not adjudicate disputes.

Referrals Subject to Standalone Referral Agreement; Generation and Execution

Referrals conducted via the Platform are subject to a standalone, bilateral contract between the Referring Lawyer and the Receiving Lawyer (the "Referral Agreement"). For each referral accepted within the Platform, Donna will generate a new Referral Agreement reflecting the parties' agreed referral-fee percentage and key parameters. The Referral Agreement is formed upon in-platform acceptance by the Receiving Lawyer and the Referring Lawyer's referral initiation, and it is executed electronically; Donna is not a party to the Referral Agreement. The Referral Agreement governs the parties' rights and obligations regarding fee sharing, updates, verification, confidentiality, and enforcement between the lawyers. These Terms of Use govern Donna's platform-level rights and obligations. In case of any conflict, the Referral Agreement governs as between the lawyers, and these Terms govern Donna's platform-level rights.

Referral Percentage Mechanism and Cap

By default, the referral-fee percentage in the Referral Agreement is twenty percent (20%) of the Receiving Lawyer's Collected Fees for the referred matter. Lawyer Users may negotiate a different percentage within the Platform at the time of referral and acceptance, subject to a platform-wide cap stated in Platform materials (currently twenty-five percent (25%)). The agreed percentage, any permitted variations, the payment deadline, and other applicable parameters will be captured in the generated Referral Agreement for that referral.

Use of the Platform; Prohibited Conduct

You may use the Platform only for lawful purposes and in accordance with these Terms. You shall not: misuse or attempt to circumvent any security or technical features; access the Platform to build a competitor service; scrape or harvest data except as permitted via provided functionalities; post or transmit unlawful, defamatory, fraudulent, or misleading content; infringe any intellectual property or privacy rights; interfere with another user's use; or attempt unauthorized access to accounts or systems. You must comply with all applicable laws, bar rules, and confidentiality obligations.

Ethics, Client Consent, and Confidentiality

Lawyer Users are solely responsible for compliance with applicable ethics and professional conduct rules, including those governing fee sharing, referrals, client consent, conflicts of interest, competence, confidentiality, and trust accounting. You must ensure that any sharing of case information on the Platform is authorized, limited to the minimum necessary, and consistent with client consent and applicable law. Donna does not supervise ethical compliance and makes no representation that any referral or fee-sharing arrangement is permissible in your jurisdiction. You must obtain client knowledge/consent where required and ensure that fee arrangements are fair and reasonable and do not prejudice the client.

Privacy; Data Security; Processing of Personal Data

Donna's collection, use, and disclosure of personal data is governed by our Privacy Policy and by applicable laws, including Israel's Protection of Privacy Law and relevant data security regulations. Donna implements commercially reasonable organizational and technical measures to protect data. You must not upload or share sensitive personal data beyond what is necessary to facilitate referrals, verification, and payment. Where feasible, you should redact confidential information in verification documents. Donna may process limited necessary personal data to operate the Platform, enforce these Terms, verify fee-related compliance, and support trust/safety functions. Donna's disclosures to other users or third parties will be limited to the minimum necessary, accurate, and proportionate, and subject to confidentiality safeguards.

Payments; Fees; Taxes; Invoicing

The Platform facilitates generation and administration of Referral Agreements between Lawyer Users. Unless otherwise stated in Platform materials, Donna does not take a share of legal fees. Payment, timing, interest/late fees, verification, and reporting obligations relating to referral fees are governed by the applicable Referral Agreement for each referral. Each Lawyer User is solely responsible for timely payment or receipt of referral fees under the applicable Referral Agreement, including issuance of tax invoices/receipts as required by Israeli law. You are responsible for all taxes applicable to your payments (including Israeli VAT, if applicable), and you agree to comply with tax documentation and reporting obligations. Donna may provide payment infrastructure and may charge Platform subscription and service fees stated in Platform materials; such fees are non-refundable unless expressly provided otherwise.

Subscription and Billing

Access to certain Platform features may require a paid subscription. Subscription tiers, fees, billing cycles, renewal terms, and any ancillary service fees will be described in Platform materials. Subscriptions will renew automatically unless canceled as specified in Platform materials. You authorize Donna (or its payment processor) to charge the subscription fees and applicable taxes using your selected payment method. Unless otherwise stated, subscription fees are non-refundable. Cancellation will take effect at the end of the current billing cycle, and you will remain responsible for any amounts due prior to cancellation.

Donna's Enforcement Rights

Without limiting other rights herein, Donna may enforce the Platform's rules and the terms of the Referral Agreement at the platform level. Donna may suspend, restrict, or permanently remove any user for non-payment or underpayment of amounts owed under a Referral Agreement, failure to provide required updates or verification, material misrepresentations, or other material breaches. Donna may freeze participation in referrals until issues are resolved; request limited necessary proof of fee collection and status updates; share limited necessary information with a counterparty solely to enforce referral-fee obligations; facilitate communications; and refer repeated or material breaches to other users or internal trust/safety systems consistent with applicable law. Donna's measures will be proportionate to the breach and, where practicable, preceded by notice and an opportunity to cure. For permanent removal, Donna will provide a written explanation and a reasonable opportunity to respond.

Audit and Verification

Donna may request reasonable proof from Lawyer Users to verify fee collection or compliance with the Referral Framework, including invoices, receipts, remittance confirmations, redacted trust account records, or redacted bank statements. Verification requests will be narrowly tailored to the referred matter and limited to the minimum necessary information. Lawyer Users must respond truthfully, accurately, and within a commercially reasonable timeframe. Confidential information must be minimized and appropriately protected.

Intellectual Property; Limited License

The Platform, including software, user interfaces, content, trademarks, and associated intellectual property, is owned by Donna or its licensors. Subject to your compliance with these Terms, Donna grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purposes. You shall not reproduce, modify, distribute, reverse engineer, or create derivative works from the Platform except as permitted by law. Lawyer Users retain ownership of their own content uploaded to the Platform but grant Donna a limited license to host, process, and display such content to provide Platform services and enforce these Terms.

User Content; Representations

You are responsible for all content you upload or transmit via the Platform, and you represent and warrant that you have all rights and authorizations needed to share such content and that it is accurate, complete, and not misleading. Donna may remove or restrict content that violates these Terms or applicable law. You agree to maintain secure backups of your content; Donna does not guarantee data retention and may delete or anonymize data in accordance with our retention policies.

Changes to the Platform and Terms

Donna may modify or discontinue any feature or the Platform at any time. Donna may update these Terms of Use with reasonable advance notice via the Platform or email. Changes will apply prospectively and will not alter any previously generated and executed Referral Agreements; existing bilateral obligations will continue to be governed by the applicable Referral Agreement unless the parties agree otherwise. Continued use of the Platform after changes constitutes acceptance of the updated Terms.

Warranties; Disclaimers

The Platform is provided "as is" and "as available." Donna disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. Donna does not guarantee outcomes, veracity of user-supplied information, ethical compliance, or fee payments. You assume all risk associated with your use of the Platform and your interactions with other users.

Limitation of Liability

To the maximum extent permitted by law, Donna will not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for loss of profits, revenues, goodwill, or data, arising out of or related to your use of the Platform or any referral arrangements, even if Donna has been advised of the possibility of such damages. Donna's aggregate liability for direct damages arising from or relating to the Platform shall not exceed the greater of (a) the amounts paid by you to Donna (if any) in the twelve months preceding the event giving rise to liability, or (b) 3,600 NIS. Nothing in this Section limits liability that cannot be excluded under applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless Donna and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your content; (c) your breach of these Terms or the Referral Framework; (d) your violation of law or professional rules; or (e) your disputes with other users.

Suspension and Termination

Donna may suspend or terminate your account or access to the Platform for any violation of these Terms, suspected fraud, trust/safety risks, or as required by law. You may terminate your account at any time by following in-platform instructions. Termination does not relieve you of obligations accrued prior to termination, including payment of referral fees, confidentiality, and verification duties under the Referral Framework. Donna may retain certain records for legal, regulatory, trust/safety, or operational purposes consistent with our Privacy Policy.

Dispute Resolution; Governing Law; Forum; Language

These Terms of Use and your use of the Platform are governed by the laws of the State of Israel, without regard to its conflicts principles. You and Donna agree to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, for any dispute arising out of or relating to these Terms, the Platform, or the Referral Framework, after good-faith efforts to resolve disputes informally. Proceedings shall be conducted in Hebrew or English; in case of inconsistency between language versions, the Hebrew version (if provided) will prevail unless otherwise specified.

Notices; Communications

Donna may provide notices via email, in-app messages, or posting within the Platform. You consent to receive electronic communications. You must keep your contact details current. Legal notices to Donna must be sent to: Donna@heyitsdonna.com, Attn: Legal.

Assignment; No Agency

You may not assign or transfer these Terms or your account without Donna's prior written consent. Donna may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets. Nothing herein creates any agency, partnership, joint venture, or employment relationship between you and Donna or between Lawyer Users.

Severability; Waiver; Entire Agreement

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force. No waiver of any breach constitutes a waiver of any other breach. These Terms, including the incorporated Referral Framework and Privacy Policy, constitute the entire agreement between you and Donna regarding the Platform and supersede prior or contemporaneous agreements on the subject.

Definitions

For clarity within these Terms of Use:

1. "Lawyer User" means a licensed attorney user of the Platform;
2. "Referring Lawyer" means a Lawyer User who initiates a referral;
3. "Receiving Lawyer" means a Lawyer User who accepts a referral;
4. "Referral Agreement" means the standalone bilateral agreement generated and executed for each accepted referral between the Referring Lawyer and the Receiving Lawyer;
5. "Referral Fee" means the fee owed under the applicable Referral Agreement;
6. "Collected Fees" means amounts actually received by the Receiving Lawyer for the referred matter, net of chargebacks and refunds and excluding taxes and external disbursements;
7. "Case Information" means information reasonably necessary to evaluate and process a referral, subject to confidentiality and ethical rules;
8. "Update Request" means a written request for reasonable updates or verification.

Standard Contract Terms; Reasonableness

Donna will implement changes to platform-wide parameters (including caps, deadlines, or verification modalities) prospectively and with reasonable advance notice via Platform materials. Interest, late fees, and enforcement measures will be reasonable, proportionate, and compliant with applicable Israeli law, including the Contracts (Remedies for Breach of Contract) Law. Where relevant, overdue sums may be linked to CPI and bear contractual interest at a commercially reasonable rate permitted under law; any liquidated amounts are subject to judicial review for excessiveness.

Trust and Safety Disclosures; Corrections

Donna may issue trust/safety notices or share limited breach-related information to protect users and the integrity of the Platform. Disclosures will be accurate, necessary, and proportionate, and anonymized where feasible. Affected users may submit a written response; Donna will review and, where appropriate, correct or update disclosures.

Contact

For questions about these Terms or the Platform, contact: Donna@heyitsdonna.com