ContractsCounsel Inc. Terms of Use

 

Last updated: Apr. 4, 2023

 

These are terms and conditions (the “Terms”) on which we supply products to you including digital content and services. Please read these Terms carefully before you access our digital content or use our services. These Terms together with our referenced Privacy Policy detail how we will provide digital content and services to you, how you and we may change or end the contract, what to do in the event of a problem and other important information.

 

ContractsCounsel is an online platform that allows Client Users who are seeking to discuss, communicate, and ultimately hire Lawyer Users, and Lawyer Users offering their services  to come together and connect. ContractsCounsel provides collaboration between its Client Users and the Lawyer Users through management tools; document management and storage and secure payment and invoicing tools. ContractsCounsel, Inc., is a Nevada corporation (“ContractsCounsel”, “we” or “us”, is the operator of ContractsCounsel.com (the “Site”).

 

How to contact us - You can contact us by writing to us at hello@contractscounsel.com.

 

1. Agreement. You Agree to these Terms through Your Access of the Site or Your Use of the Site. These Terms govern Your use of the Site, both as a visitor and as a registered user (each visitor and each registered user is referred to generally for purposes of these Terms as a “Client User”). BY USING THE SITE, OR BY REGISTERING WITH US, YOU AGREE TO THESE TERMS OF USE, You consent to the information practices disclosed in our Privacy Policy and our Cookies Policy which are incorporated herein by reference, and that you consent to resolve any dispute that you may have with us, or the Site in the State of Nevada. Please note that we offer the Site "AS IS" and without warranties. If you are registering an account or using the Site on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept these Terms on such individual's or entity's behalf.

 

2. Services. Everything we offer on and through the Site is referred to in these Terms collectively as the "Services.” Client Users can submit requests for bids on the Site from Lawyer Users by posting Project Proposals (“Project Proposals”). Project Proposals can be requests for work to be performed for a flat-fee, on an hourly basis, or by subscription.

 

1. Flat-Fee Projects are projects where the Client User requests and Lawyer User agrees to provide certain defined services for a set fee. You understand that the delivery time is a good faith estimate and failure to meet a deadline does not relieve you of the obligation to pay. If You attempt to cancel a Flat-Fee Project after it has been accepted, ContractsCounsel will contact the Lawyer User, if no work has been performed, the Project will be canceled. If the Lawyer User has begun work, You and the Lawyer User will determine the amount of the fee and inform ContractsCounsel of the appropriate payment.
2. Hourly-Fee Projects are projects where the number of hours needed to perform the legal services is unknown and the Client User agrees to pay the Lawyer User a set hourly rate for work performed. Client User and Lawyer User are solely responsible for determining the total number of hours authorized for an Hourly-Fee Project. ContractsCounsel allows the Lawyer User to log the time spent on a project in the platform and will then report the total time logged to the Client User via email notifications.
3. Subscription Projects are projects where the Lawyer User agrees to provide a set number of hours or defined service on a monthly basis and Client User agrees to pay a set fee in exchange.

 

3. Content. Some of what is on the Site is viewable without registering with us, but to actively participate or store your information, you must register as a Client User and authorize the use and disclosure of your personal and legal information pursuant to the terms of our Privacy Policy for purposes of allowing us to provide the Services and as otherwise disclosed in our Privacy Policy available at https://www.contractscounsel.com/privacy.

 

1. ContractsCounsel is an online platform that connects legal professionals (“Lawyer Users”) with potential Client Users by allowing Client Users to post requests for proposals and Lawyer Users to bid on those projects. ContractsCounsel itself does not provide legal advice and does not provide legal services of any nature whatsoever. ContractsCounsel does not guarantee that Client Users will find legal services through its system. ContractsCounsel offers no opinion nor does it take a position on when or if an attorney-client relationship has been formed between its Client Users and Lawyer Users. ContractsCounsel is not a party to the agreements between Client Users and Lawyer Users governing the attorney-client relationship nor is ContractsCounsel involved in the actual representation of clients. As a result, ContractsCounsel cannot ensure the completion of agreements between the Client User and Lawyer User, the accuracy or completeness of the work-product of the Lawyer User or the integrity of either party. The Client User is responsible for evaluating the integrity and abilities of all Lawyer Users with whom the Client User communicates using the Site. The Client Users and Lawyer Users are encouraged to enter into an engagement agreement directly.
2. You acknowledge that although some of the content, text, data, graphics, images, information, suggestions, guidance, and other material (collectively, “Information”) that is provided to you on the Site (including Information provided in direct response to your questions or postings) may be provided by individuals in the legal profession, the provision of such Information does not create an attorney-client relationship, and does not constitute an opinion or legal advice, but is provided to assist you with locating an appropriate legal professional. Any form of use of the Site by potential clients or subscribing Lawyer Users is not intended to and will not create an attorney-client relationship between or among any person, entity, and ContractsCounsel. Any electronic communication sent to anyone at ContractsCounsel other than a Lawyer User will not create an attorney-client relationship between the Client User and ContractsCounsel.

 

4. Fees. Payment will be processed as specified in the User Project Proposal and as agreed upon by the Client User and the Lawyer User. Lawyer Users are independent legal professionals and ContractsCounsel does not render or charge for legal services. Clients may contract with Lawyer Users by selecting a project and ContractsCounsel may charge a service fee for each project completed by the ContractsCounsel platform in exchange for creating, hosting, maintaining, and providing the Site and Services. Soliciting or processing payment for Lawyer Users outside of ContractsCounsel is prohibited and you agree to make all payments to Lawyer Users through ContractsCounsel.

 

1. Flat-Fee Projects. When a Client User hires a Lawyer User for a flat-fee Project, ContractsCounsel will collect the fee from the Client User and administer payment to the Lawyer User according to the terms agreed to in the Project Proposal, Bid, and Acceptance.
2. Hourly-Fee Projects. When a Client User hires a Lawyer User for an hourly-fee Project, ContractsCounsel will charge the User’s method of payment an amount equal to one-half hour of the agreed hourly rate and administer payment to Lawyer User. ContractsCounsel will notify the Client User, by email, of hours logged by the Lawyer User within 24 hours of when they are logged by the Lawyer User. ContractsCounsel will then charge the number of logged hours reported by the Lawyer User on a regular schedule, to the method of payment You have on file and administer payment to the Lawyer User. The Client User and Lawyer User are solely responsible for determining the total number of hours authorized for an Hourly-Fee Project.
3. Subscription Projects. When a Client User hires a Lawyer User for a Subscription Project, each month, ContractsCounsel will charge the User’s method of payment the agreed monthly fee and administer payment to Lawyer User. The Client User and Lawyer User are solely responsible for determining the work to be performed, the amount of the monthly fee, and the duration of the Project.
4. Templates. You are solely responsible for the completion and use of template legal documents available for purchase on ContractsCounsel.com. ContractsCounsel does not provide any warranties or guarantees regarding the suitability or adequacy of the template legal documents for your circumstances. The sale does not include liability insurance and you agree to use the templates at your own risk. If you have any questions or concerns regarding the use or legal enforceability of the template legal documents, we recommend you seek independent legal advice. This can be obtained independently or by using the ContractsCounsel marketplace.

 

When you access the template legal document/s, you receive a non-exclusive, non-transferable, limited license to access and use those documents for your own personal use. You must not use the template documents in any way that infringes the copyright or proprietary interest therein; remove or obscure any copyright notice, license notice or other notices contained in the template legal documents; and/or copy, produce, sell or distribute the template legal documents to third parties for commercial purposes.

The template legal documents are sold as-is and there are no refunds.

 

5. Responsibility for Payment. You are responsible for all fees, including service and processing fees, associated with your use of the Service.

 

1. By using the Service, You agree to pay the Lawyer User through the ContractsCounsel platform the amount agreed on in Project Proposal, Bid, and Acceptance or undisputed invoice, and the associated service and processing fees, unless you dispute the invoice by sending an email to disputeresolution@contractscounsel.com, provided that you otherwise adhere to the conditions set forth in this agreement.. You are responsible for providing us with a valid means of payment prior to the start of your project by the Lawyer User.
2. Payment Authorization. By agreeing to these terms, you are giving ContractsCounsel permission to charge your on-file credit card, PayPal account, or other approved methods of payment. You authorize ContractsCounsel to charge you the full amount owed to any Lawyer User via the Service, as well as any applicable service and processing fees. For the avoidance of doubt, in the event that in a particular instance a Lawyer User only uses the Services to invoice you for legal services other than those which are the subject of a Bid, by placing your credit card or PayPal account on file with ContractsCounsel or our third-party payment processor, you acknowledge and agree that the payment terms set forth in this Section shall apply. You also agree not to remove the payment method on-file if there are any open or disputed fees due without replacing the payment method with another valid form of payment.
3. ContractsCounsel reserves the right to refer delinquent payments due to a collection agency.

 

6. Non-circumvention. You agree that for a period of 24 months from the time You hire a Lawyer User or otherwise identify or are identified by any party through the Site, You use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party. ContractsCounsel will terminate a Lawyer User’s access to and use of the Site if such lawyer is found to be accepting payments outside of the Site from any Client User. You acknowledge that ContractsCounsel uses substantial labor and effort to connect Users with Lawyer Users. You represent and warrant that you will not circumvent or attempt to circumvent ContractsCounsel or this Agreement, or in any way to procure legal services from a Lawyer User outside of the ContractsCounsel Platform, without ContractsCounsel prior written consent.

 

7. Disclaimers. ContractsCounsel is Not a Law Firm.

 

1. ContractsCounsel does not offer legal representation. ContractsCounsel does not offer any kind of legal advice, legal opinions, recommendations, referrals, or counseling. ContractsCounsel is not an employer of the Lawyer Users on the platform. Lawyer Users are not agents of ContractsCounsel nor is there any joint venture, partnership, or any kind of shared ownership between ContractsCounsel and the Lawyer Users on the platform. ContractsCounsel is not involved in the representation of the Lawyer Users featured on this platform.
2. ContractsCounsel is not paid a percentage of legal fees paid to Lawyer Users or receive any compensation for legal services.
3. ContractsCounsel is a relationship facilitator and payment processing service and is not an escrow agent. ContractsCounsel will never hold money in trust for a Client User or Lawyer User.
4. ContractsCounsel does not control any conduct, action, or omission of the Lawyer Users and is not liable for the actions or omissions of any Lawyer Users performing legal or consulting services for you.
5. ContractsCounsel is Not an Attorney Referral Service or Employment Agency. ContractsCounsel does not select or endorse any individual Lawyer Users to service a User. While ContractsCounsel uses commercially reasonable efforts to confirm that registered Lawyer Users are licensed attorneys, we do not make any warranty, guarantee, or representation as to the legal ability, competence, or quality or of any work performed or advice given, by any Lawyer Users. ContractsCounsel does not warrant or guarantee that Lawyer Users are covered by professional liability insurance. Lawyer Users are responsible for obtaining and maintaining professional liability insurance if they so choose, which is independent of ContractsCounsel. Lawyer Users can also choose to list whether they are covered by liability insurance on their prospective profile page.
6. ContractsCounsel strongly encourages and recommends that Users independently research any Lawyer Users before hiring an attorney or before accepting any professional advice. Users can access the bar association where the Lawyer User is licensed to practice law as one way to get up to date information on said attorney.
7. ContractsCounsel does not recommend one Lawyer User over another, nor does it vouch for any of Lawyer User or their performances in the work that they do. ContractsCounsel simply provides a platform on which those seeking legal assistance may communicate and transact with legal professionals. ContractsCounsel does not endorse any of its Lawyer Users and does not sanction statements that Lawyer Users make on the platform. ContractsCounsel makes no representation concerning the competency of a Lawyer User’s legal service.
8. ContractsCounsel Does Not Guarantee Results.
9. Use of ContractsCounsel Does Not Create an Attorney-Client Relationship With ContractsCounsel. ContractsCounsel does not offer legal advice or services. Any use of the ContractsCounsel service is not intended to, and does not create an attorney-client relationship with ContractsCounsel. Any attorney-client relationship must be in writing and be directly between Lawyer Users and Users. Communications made via ContractsCounsel may not be held as confidential.

 

8. Client User Responsibilities. You are solely responsible for your account and the activity that occurs while signed into or while using your account. If you sign up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from ContractsCounsel. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. ContractsCounsel will not be responsible for any liabilities, losses, or damages arising you of the unauthorized use of your computer (or any computing device) or your account. You acknowledge and agree that ContractsCounsel cannot guarantee the fitness of any Lawyer Users. ContractsCounsel recognizes that your relationship with a Lawyer User could be governed by a written legal engagement agreement between you and the Lawyer User specifying the terms, scope, limitations and conditions of the representation. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, agree to these Terms; (ii) your use of the Site is for purposes that are permitted by these Terms; (iii) your use of the Site will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Site will comply with all local, state and federal laws, rules, and regulations, and with all other ContractsCounsel

 

9. Your Use and Restrictions, Prohibitions Regarding Site Uses

 

1. Use and Conduct Restrictions. You are allowed to use the service only so long as you follow the rules and restrictions as set forth in this agreement and as per the applicable law in the state in which you reside. ContractsCounsel is not responsible for the content our Client Users and Lawyer Users post, and we have the right to close accounts that violate the terms of this agreement without notice if we believe or perceive the posts has violated ContractsCounsel’s policies or procedures. The following use restrictions are the basic rules we expect users to follow while using the Service.
2. You may not use, or encourage, promote, facilitate, instruct, or induce others to use, the Site or Site Services for any activities that violate any law, statute, ordinance, or regulation; or for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent, or harmful to others.
3. Prohibited Use. The following are some examples of uses that are prohibited on the Site by Users, Attorneys Users or anyone who accesses or uses the Site, or when using the Site Services: Seeking, offering, promoting, or endorsing and services, content, or activities that:
   • are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
   • would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
   • would violate (a) ContractsCounsel’s Terms of Service, (b) ContractsCounsel’s other policies and procedures, (c) the terms of service of another website or any similar contractual obligations, or (d) the academic policies of any educational institution;
   • regard the creation, publication, or distribution of “fake news”, content or similar content, which is, in ContractsCounsel's sole discretion, determined to be intended to mislead recipients for personal, financial, political or other gain or advantage;
   • regard or promote in any way any escort services, prostitution, or sexual acts;
   • are harassing toward another person based on the person's inclusion in a protected class as defined by applicable law;
   • is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
   • defames, harasses, abuses, threatens, or incites violence towards any individual or group;
   • Fraudulent or misleading uses or content, including:
     • impersonating any person or entity;
     • falsely attributing statements to any ContractsCounsel representative;
     • falsely stating or implying a relationship with ContractsCounsel or with another company with whom you do not have a relationship;
     • allowing another person to use your account, which is misleading to other Client Users or Lawyer Users;
     • Expressing an unlawful preference in a job post or otherwise unlawfully discriminating on a protected basis;
     • Posting identifying information concerning another person;
     • Spamming Lawyer Users with proposals, including by making unsolicited contact with Lawyer Users off the ContractsCounsel platform, or by posting the same job multiple times;
     • Requesting or demanding free services, including requesting Lawyer Users to submit work as part of the proposal process for very little or no money or posting contests in which Lawyer Users submit work with no or very little pay, and only the winning submission is paid the full amount;
     • Requesting a Lawyer Users complete work for free
     • Requesting a fee before allowing a Lawyer Users to submit a proposal;
     • Duplicating or sharing accounts;
     • Selling, trading, or giving an account to another person without ContractsCounsel’s consent;
     • Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Lawyer Users for other websites, products, or services, including advertising on ContractsCounsel to recruit Lawyer Users or Users to join an agency or another website or company;
   • Interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site, including by:
     • bypassing any measures that ContractsCounsel may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
     • attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
     • using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
     • attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;
     • collecting or harvesting any personally identifiable information, including Account names, from the Site;
     • attempting to or imposing an unreasonable or disproportionately large load (as determined in ContractsCounsel’s sole discretion) on the Site’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of ContractsCounsel or any third party;
     • accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or
     • framing or linking to the Site or Site Services except as permitted in writing by ContractsCounsel.
   • Conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or ContractsCounsel's proprietary information, including:
     • attempting to, or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law or ContractsCounsel;
     • accessing or using the Site or Site Services to build a similar service or application, identify or solicit ContractsCounsel Users; or
     • introducing any code that contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
4. You acknowledge and agree that you are ultimately responsible for choosing your own legal professional. You acknowledge and agree that ContractsCounsel (i) does not recommend or endorse any Lawyer Users, (ii) does not make any representations or warranties with respect to any Lawyer Users or the quality of the legal services they may provide, and (iii) does not receive any additional fees from Lawyer Users for featuring them on or through the Site.
5. You agree that ContractsCounsel is not responsible for any harm that this Site or the Service may cause. Upon a request by us, You agree to indemnify, defend and hold us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, suppliers, successors, and assigns harmless from and against any and all liabilities, claims, demands and expenses, including attorney’s fees, made by any third party that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of these Terms or any intellectual property or other right of any person or entity, by you or any third party using your Credentials.

 

10. Communication and Other Data. ContractsCounsel is not responsible for any loss of data resulting from accidental or deliberate deletion, network or system outages, file corruption, or any other reasons. ContractsCounsel also reserves the right to release current or past Client User information in the event ContractsCounsel believes that accounts are in violation of the Terms or page content guidelines, used to commit unlawful acts, if the information is subpoenaed, or if ContractsCounsel deems it necessary or appropriate. We also reserve the right to deny service to offenders of these guidelines and to terminate or deny service to anyone for any reason or no reason.

 

11. Electronic Notices and Agreements.

 

1. Your use of this Site or registering for the Site or the Services constitutes your electronic signature to these Terms, which includes our Privacy and Cookie Policies, and your consent to enter into agreements with us electronically.
2. Email Communications. We use email and electronic means to stay in touch with our users.
3. Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from ContractsCounsel in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that ContractsCounsel provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.
4. Legal Notice To ContractsCounsel Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to ContractsCounsel or any of our officers, employees, agents or representatives in any situation where notice to ContractsCounsel is required by contract or any law or regulation.
5. ContractsCounsel makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Site, or Web sites linking to the Site. Such sites are not under the control of ContractsCounsel and ContractsCounsel is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. ContractsCounsel provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by ContractsCounsel of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

 

12. Copyright and Limited Use. Unless otherwise indicated, the Site and all content and other materials on the Site, including, without limitation, the ContractsCounsel logo, and all designs, text, graphics, pictures, reviews, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Site Materials") are the proprietary property of ContractsCounsel or its licensors or users and are protected by U.S. and international copyright laws. You are granted a limited, non-sub licensable license to access and use the Site and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial and personal use only. Such license is subject to these Site Terms and does not include or authorize: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the collection and use of any professional listings, pictures, profiles, ratings or descriptions; (c) the distribution, public performance or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Site Materials other than for its intended purpose. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of ContractsCounsel, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

 

13. Your Content. Client Users will have the opportunity to submit feedback regarding your experiences with legal professionals who are featured on the Site. It is important that you act responsibly when posting information. In providing feedback, please give clear, honest information about the Lawyer User and your experiences, but do not use inappropriate language, make gratuitous personal criticisms or comments or provide information that others could use to determine your identity. When participating in other interactive or community aspects of the Service, please do not post any information that another Client User may use to identify you as an individual, but please do include all relevant information in a concise manner to help us provide you with a helpful response. We reserve the right to publish your posted information as part of the Service and to also remove your posted information in our sole discretion for any reason or no reason. We are not, however, responsible for any failure or delay in removing posted information. Keep in mind that the posted information of others is simply opinion and should not be relied on. In addition: You agree that you are solely responsible for any posted information that you submit, publish or display on the Site or transmit to other members and/or other users of the Site. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You may not submit any content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party. You may not provide any posted information that falsely expresses or implies that such content or material is sponsored or endorsed by ContractsCounsel. By posting posted information on the Site, you hereby grant ContractsCounsel the right to use such posted information without restriction, and you represent and warrant that you have the right to grant ContractsCounsel and hereby grant ContractsCounsel, its contractors, and the users of the Site an irrevocable, non-exclusive, perpetual, royalty-free, fully sub licensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such posted information and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such posted information. You agree that ContractsCounsel shall have the exclusive right to combine your posted information with the posted information of other ContractsCounsel users for purposes determined by ContractsCounsel in its sole discretion. ContractsCounsel reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates these Terms, including without limitation, removing the offending communication from the Services and terminating the membership of such violators or blocking your use of the Services and the Site. You may not post content that: is false or intentionally misleading; harasses or advocates harassment of another person; involves the transmission of unsolicited mass mailing or "spamming"; violates the intellectual property or other rights of any person; is threatening, obscene, defamatory or libelous; or is pornographic or sexually explicit in nature.

 

14. Copyright Infringement and DMCA Policy. If you believe that material located on or linked to by ContractsCounsel violates your copyright, please notify ContractsCounsel in accordance with our Digital Millennium Copyright Act Policy.

 

1. Termination of Repeat Infringer Accounts. ContractsCounsel respects the intellectual property rights of others and requests that our Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a User’s access to and use of the Website if, under appropriate circumstances, the User is determined in ContractsCounsel’s sole discretion, to be a repeat infringer of the copyrights or other intellectual property rights of ContractsCounsel or others. We may terminate access for Users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
2. DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending a properly formatted take-down notice in writing to ContractsCounsel designated copyright agent at legal@contractscounsel.com.
3. Response To DMCA Take-Down Notices. If ContractsCounsel takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to ContractsCounsel. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties.
4. Counter-Notices. If you believe that your User-Generated Content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content you submitted to the Website, you may send a properly formatted counter-notice to ContractsCounsel copyright agent using the contact information set forth above.
5. Response to DMCA Counter-Notices. If a counter-notice is received by ContractsCounsel copyright agent, ContractsCounsel may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.

 

15. Intellectual Property Notice. ContractsCounsel retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.

 

1. No Transfer. ContractsCounsel retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from ContractsCounsel to you any ContractsCounsel or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with ContractsCounsel We reserve all rights that are not expressly granted to you under this Agreement.
2. Specifically, ContractsCounsel, ContractsCounsel com, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of ContractsCounsel, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from ContractsCounsel, except as an integral part of any authorized copy of the Content.

 

16. Limitation of Liability. ContractsCounsel provides the Site and the Service “as is,” without warranty of any kind.

 

1. Without limiting the foregoing, ContractsCounsel expressly disclaims all warranties, whether express, implied or statutory, regarding the Site and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. Specifically, ContractsCounsel makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
2. To the extent permitted by applicable law, in no event will ContractsCounsel be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (a) the use, disclosure, or display of your posted information; (b) your use or inability to use the Service; (c) the Service generally or the software or systems that make the Service available; or (d) any other interactions with ContractsCounsel or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not ContractsCounsel has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. ContractsCounsel will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.

 

17. ContractsCounsel’s Provision and Use of The Site

 

1. Users Must Be Over Age 18. You represent that you are 18 years or older, authorized by the jurisdiction that you live in to be able to bound by a contract agreement. ContractsCounsel platform was not created for, and it does not target anyone under the age of 18, nor do we not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.
2. No Liability for User Interactions; ContractsCounsel May Monitor Interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Project Postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and record your general interactions with the Service, except for information protected by the attorney client privilege.
3. Right to Terminate Accounts. ContractsCounsel has the right (though not the obligation) to, in our sole discretion, determine whether any User conduct is appropriate and complies with these Terms of Use, or terminate or deny access to and use of the Service to any User for any reason, with or without prior notice.
4. ContractsCounsel May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether any User-Generated Content appropriate and complies with these Terms of Use, or refuse or remove any User-Generated Content that, in our reasonable opinion, violates any ContractsCounsel policy or is in any way harmful, inappropriate, or objectionable. ContractsCounsel further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.
5. As further defined herein, you may cancel this Agreement and close your account at any time. Termination of the ContractsCounsel Service does not terminate attorney-client relationships or obligations.
6. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using ContractsCounsel. If you wish to delete your User account data, please contact ContractsCounsel at deletemyaccount@contractscounsel.com. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within 30 days.
7. ContractsCounsel May Terminate This Agreement. ContractsCounsel may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
8. Relationships Between Attorney and Client Survive Termination. Termination of your relationship with ContractsCounsel does not affect your relationship with any Lawyer User you have retained through the ContractsCounsel Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the ContractsCounsel relationship.
9. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

18. Dispute Resolution and Arbitration Agreement. ContractsCounsel is committed to participating in a consumer-friendly dispute resolution process. This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against ContractsCounsel in the United States.

 

1. In the event that a Client User has a good faith belief that the nature or quality of the legal services rendered by a Lawyer User in connection with the relevant Project are not consistent with industry standards or the provisions of the related Bid or these Terms and Conditions, or the amounts invoiced for the legal services provided by such Lawyer User are not consistent with such Bid (such matter, a “Services-Related Disputed Matter”), he or she shall contact ContractsCounsel to discuss the matter. ContractsCounsel and Client User shall mutually agree prior to any payments being withheld which are the subject of such matter (the “Withheld Payment Amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):
2. Within 7 days of the date of the related release of payment (such period, the “User Dispute Notice Period”), the User shall provide written notice to ContractsCounsel setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter (each, a “Services-Related Dispute Notice”). The User’s failure to submit a Services-Related Dispute Notice within the User Dispute Notice Period shall constitute such User’s permanent waiver of his or her right to dispute the Withheld Payment Amounts, which amounts will be charged to the User’s on-file credit card, PayPal account, or other approved methods of payment.
3. In the event that the User does submit a Services-Related Dispute Notice within the User Dispute Notice Period, and such request contains the information set forth in clause 13.a. above, User and the Lawyer User have thirty (30) days to resolve the dispute between themselves. ContractsCounsel will also work with the parties to resolve the dispute.
4. In the event that the Services-Related Disputed Matter is successfully resolved within 30 days, each of the Client User, Lawyer User and, if relevant, ContractsCounsel will take the agreed upon steps to execute the agreed-upon resolution.
5. In the event that the Services-Related Disputed Matter remains unresolved, the matter shall be resolved as follows:
   1. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and ContractsCounsel each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact ContractsCounsel management team by emailing them at disputeresolution@contractscounsel.com. If after a good faith effort and ne less than thirty (30) days, the negotiations are unsuccessful, then the parties shall engage in arbitration with the party intending to pursue arbitration notifying the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
   2. Agreement to Arbitrate. Client Users, Lawyer Users, and ContractsCounsel mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof between you and ContractsCounsel, or to the use of the ContractsCounsel Service (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). The parties shall mutually agree to a sole Arbitrator. If the parties cannot mutually agree, an Arbitrator will be chosen for them by AAA. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and ContractsCounsel agree that the arbitrator will decide that issue.
   3. Exceptions to Arbitration Agreement. You and ContractsCounsel each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
   4. Modification to AAA Rules- Arbitration Hearing/Location. In order to make the arbitration most convenient to you, ContractsCounsel agrees that any required arbitration hearing may be conducted, at your option, by telephone, online, or based solely on written submissions; (b) the arbitration may not involve any personal appearance by the parties unless otherwise mutually agreed by the parties. Each party has the right to present witnesses at arbitration in favor of their case.
   5. Modificationof AAA Rules - Attorney’s Fees and Costs. You and ContractsCounsel each agree that either party may be entitled to seek an award of attorney fees and expenses if they prevail in arbitration, to the extent provided under applicable law and the AAA rules.
   6. Arbitrator’sDecision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The Arbitrator’s decision is final and binding on all the parties.
   7. JuryTrial Waiver. You and ContractsCounsel acknowledge and agree that we are each waiving the right to a trial by jury as to all Disputes that are agreed as disputes being dealt with by arbitration.
   8. No Class Actions or Representative Proceedings. You and ContractsCounsel acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and ContractsCounsel both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
   9. Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
   10. Changes or Revisions. Notwithstanding the provisions (“Modification of these Terms”), if ContractsCounsel changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within three (3) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Contract Counsel’s notice to you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and ContractsCounsel in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

 

19. MISCELLANEOUS.

 

1. Modification of Terms of Use. ContractsCounsel may amend this Agreement from time to time, and in ContractsCounsel’s sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page.
2. Non-material changesto this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
3. Governing Law.Except to the extent applicable law provides otherwise, this Agreement between you and ContractsCounsel and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of Nevada, without regard to conflict of law provisions. You and ContractsCounsel agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of (what city in Nevada do you want to be in, except as provided below in this Agreement.
4. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of ContractsCounsel to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
5. Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with ContractsCounsel must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
6. Non-Assignability. ContractsCounsel may assign or delegate these Terms of Use and/or the ContractsCounsel Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without ContractsCounsel prior written consent, and any unauthorized assignment and delegation by you is void.
7. Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
8. Complete Agreement. These Terms of Use, together with the Privacy Policy, represent the complete and exclusive statement of the agreement between you and ContractsCounsel. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and ContractsCounsel relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized ContractsCounsel executive, or by the posting by ContractsCounsel of a revised version.
9. Authorization to Contract. You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.
10. LAWYER USERS, CLIENT USER AND ANY PERSON WHO USES THIS SITE ACKNOWLEDGES THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE ALONG WITH THE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT, AND THEREFORE WILL BE BOUND BY THESE AGREEMENTS.