This is a legal agreement (“Agreement”) between you and ContractsCounsel, Inc (“ContractsCounsel”, “Company”, “we”, “us”, or “our”). By using this website (“Site”) and/or other services or products we provide (collectively with the Site, the “Services”), or otherwise accessing the pages of www.contractscounsel.co, you become a user and agree to, and are bound by, the terms and conditions of this Agreement for as long as you continue to use the Services. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SERVICES. Your use of, or participation in, certain Services may be subject to additional terms, and such terms will be either listed in this Agreement or will be presented to you for your acceptance when you sign up to use such Services.
This Agreement is subject to change by the Company in its sole discretion at any time, with or without notice. Your continued use of the Services after the posting of revisions to this Agreement will constitute your acceptance of such revisions. Please consult the beginning of this Agreement to determine when the Agreement was last revised.
I. About Our Services
A. ContractsCounsel is not a law firm. ContractsCounsel does not offer legal representation and does not offer any legal advice, legal opinions, recommendations, referrals, or counseling. Lawyers within our community network (“Lawyer Members”) are not employees or agents of ContractsCounsel. ContractsCounsel is not a party to any engagement agreements entered between users and Lawyer Members. At no point may ContractsCounsel be held liable for the actions or omissions of any Lawyer Members performing services for you. Fees for legal services are not shared between Lawyer Members and ContractsCounsel.
B. There is no attorney-client relationship with ContractsCounsel. ContractsCounsel does not offer legal advice or services. Any use of the Services is not intended to and does not create an attorney-client relationship with ContractsCounsel. Any communication directly with ContractsCounsel, including any documents shared with or uploaded using tools or services provided by ContractsCounsel, may not be held confidential.
C. No reliance on content. The content found on ContractsCounsel is intended for general informational purposes only and should be used only as a starting point for addressing your legal issues. The content is not the provision of legal services, and accessing such information, or corresponding with or asking questions to a lawyer via the Services, or otherwise using the Services, does not create an attorney-client relationship between you and ContractsCounsel. It is not a substitute for an in-person or telephonic consultation with a lawyer licensed to practice in your jurisdiction about your specific legal issue, and you should not rely on such content. You understand that questions and answers or other postings to the Services are not confidential and are not subject to attorney-client privilege.
D. ContractsCounsel is not a lawyer referral service. ContractsCounsel is not a lawyer referral service and does not provide such services. Users and Lawyer Members acknowledge that ContractsCounsel does not select or endorse any individual Lawyer Member to service a user. ContractsCounsel takes every reasonable effort to verify that Lawyer Members are licensed attorneys. We do not make any warranty, guarantee or representation as to the legal ability, competence, quality or qualification of any Lawyer Member. This Agreement requires Lawyer Members to provide accurate information, and ContractsCounsel does limited checks to verify information provided. Users agree to independently research any Lawyer Member and independently evaluate the Lawyer Member’s qualifications before deciding to accept professional advice from a Lawyer Member. ContractsCounsel does not endorse any Lawyer Member’s work-product. By using our Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Lawyer Members will be limited to a claim against the particular Lawyer Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from, ContractsCounsel with respect to such actions or omissions.
You are liable for paying the Lawyer Member for any Services provided. ContractsCounsel has no liability, either primarily or secondarily, for paying the lawyer other than as an agent on your behalf. The fees you pay for such services are charged by the Lawyer Member and passed through to the Lawyer Member once services have been rendered. ContractsCounsel charges a service fee to the client for management and processing of payment. Any attorney-client relationship formed as a result of any agreements is between you and the Lawyer Member you speak with—not between you and ContractsCounsel.
E. We do not recommend or endorse any specific lawyers or legal advice. Providing a service where potential clients and legal professionals can meet does not imply an endorsement of any Lawyer Member or service provider. ContractsCounsel does not sanction or attest to the validity of statements a Lawyer Member may post on the Platform.
F. ContractsCounsel does not guarantee results. Users may submit recommendations and/or reviews (“Recommendations”) of Lawyer Members or other lawyers. These Recommendations do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter.
II. Use of Our Services
A. Eligibility. You may use our Services only if you can form a binding contract with ContractsCounsel. No use of the Services is permitted by those under the age of majority in their state of residence. In no event is use of the Services permitted by those under the age of 13. If you are using the Services on behalf of any entity, then you are agreeing to this Agreement on behalf of that entity.
C. Exclusive use. Your account is for your personal use only. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You acknowledge that the Company is not responsible for third-party access to your account that results from theft or misappropriation of your login credentials you use to sign up for the Services. You agree to immediately notify ContractsCounsel of any disclosure or unauthorized use of your login credentials at email@example.com.
D. Relationship with Lawyer Members. Lawyer Members are independent legal professionals who offer to perform consulting services for prospective users. They are not employees of ContractsCounsel. Because we cannot guarantee the fitness of any of our Lawyer Members for your specific needs, we encourage you to research any Lawyer Member before accepting professional advice. You may also request a written legal engagement letter specifying the terms, scope, limitations, and conditions of the representation.
E. Lawful non-commercial purposes only. You may not use the Services in any manner that could damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to the Services or computer systems or networks through hacking, password mining or any other means. In addition to our rights pursuant to this Agreement, we may take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce this Agreement.
F. Geographic limitations. Using the Services may be prohibited or restricted in certain countries. If you use the Services from outside of the United States, you are responsible for complying with the laws and regulations of the territory from which you access or use the Services. You are not located in, under the control of, or a national or resident of any country which the United States has (i) embargoed goods, (ii) identified as a “Specially Designated National”, or (iii) placed on the Commerce Department’s Table of Deny Orders. Registration for, and use of, the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services.
G. Information submitted. You are solely responsible for, and assume all liability regarding, (i) the information and content you contribute to the Services; (ii) the information and content you post, transmit, publish, or otherwise make available (hereinafter “post”) through the Services, including any content; and (iii) your interactions with other users through the Services. You may not post or transmit to the Company or other users (either on or off the Services), any offensive, inaccurate, misleading, false, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, any rights or privacy and publicity). You also agree not to transmit any content that contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
H. Legal advertising and communications. It is solely the responsibility of lawyers and law firms to ensure that any information or advertisements they post or place via the Services (including without limitation any content), and any communications they may have with prospective clients through the Services, fully complies with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and those regulating the form, manner or content of communications with clients, advertising, or other matters.
I. No advertising or commercial solicitation. You will not advertise or solicit any user to buy or sell any products or services through the Services. You may not transmit any chain letters, junk or spam e-mail to other users. Further, you will not use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent. If you breach the terms of this subsection and send or post unsolicited bulk email, “spam” or other unsolicited communications of any kind through the Services, you acknowledge that you will have caused substantial harm to ContractsCounsel, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay ContractsCounsel $50 for each such unsolicited communication you send through the Services.
III. User Posted Content & Other Interactive Services or Areas ContractsCounsel includes interactive areas in which you may post content and information, including recommendations and reviews, questions and answers, comments, photos, and other materials. You retain all rights in, and are solely responsible for, the content you post to ContractsCounsel. You are also solely responsible for your use of such interactive features, and use them at your own risk. We reserve the right to remove or modify content for any reason, including content that we believe violates these terms or our policies.
IV. Link to Third-Party Websites & Advertiser and Sponsors
The Services may contain links to web sites of third-parties, including without limitation, advertisers, which are not under the control of ContractsCounsel, and ContractsCounsel is not responsible for the content of any linked site or any link contained in a linked site, or any changes or updates to such web sites. ContractsCounsel provides these links to you only as a convenience, and the inclusion of any link does not imply that ContractsCounsel endorses or accepts any responsibility for the content on such third-party web site. Your correspondence or business dealings with, or participation in promotions of, advertisers or sweepstakes sponsors found on or through the Services (including payment and delivery of related goods or services, any personal information or opt-in contact information voluntarily given to advertisers and sweepstake sponsors, and any other terms, conditions, warranties or representations associated with such dealings) are solely between you and such advertiser or sweepstakes sponsor. You agree that ContractsCounsel will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, including the sharing of the information you supply to ContractsCounsel with advertisers or sweepstakes sponsors, or as the result of the presence of such advertisers on the Services. Please visit our Privacy Statement to learn more about how we use your information.
V. Proprietary Rights
A. Ownership of proprietary information. You hereby acknowledge and agree that ContractsCounsel is the owner of highly valuable proprietary information. Using the Services does not give you ownership of any intellectual property rights in our Services or the content you access. This Agreement does not grant you the right to use any branding or logos used in our Services. Do not remove, obscure, or alter any legal notices displayed in or along with our Services.
C. Other users’ information. Other users may post copyrighted information, which has copyright protection whether or not it is identified as copyrighted. You agree that you will not copy, modify, publish, transmit, distribute, perform, display, commercially use, or sell any ContractsCounsel or third party proprietary information available via the Services.
D. License to posted content. By posting information or content to any profile pages or public area of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to ContractsCounsel and its users, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, reproduce, publicly perform, publicly display and distribute such information and content, and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing. To the extent such content is attached to a profile on the Platform, the foregoing license includes a right to reproduce your profile, and any name, likeness or photograph contained in such profile. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you. From time to time, we may create, test or implement new features or programs via the Services in which you may voluntarily choose to participate, in accordance with the additional terms and conditions of such features or programs. By your voluntary participation in such features or programs, you grant us the rights stated in this subsection in connection with the additional terms and conditions (if any) of such features or programs.
E. Use of anonymous information for research. By using the Services, you agree to allow ContractsCounsel to anonymously use the information from you and your experiences through the Services to continue ContractsCounsel’s research into the legal industry and to improve the Services. This research, conducted by psychologists and behavior research scientists, may be published in academic journals. However, all of your responses will be anonymous, and we will not publish research containing your personal identifying information.
VI. Digital Millennium Copyright Act Notice If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Platform, please notify ContractsCounsel as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”) at firstname.lastname@example.org or via mail to: DCMA Designated Agent, c/o ContractsCounsel, 1026 8th Street NE, Washington, DC 20002.
VII. Disclaimers and Acknowledgements Regarding Use of Content
A. No warranties. While ContractsCounsel strives to provide—and to allow users (including Lawyer Members) to provide—useful information regarding lawyers and legal services, there are some things that we cannot guarantee. You acknowledge that such information consists of third party data and contributions, that there are certain inherent limitations to the accuracy or currency of such information, that legal and other information may be incomplete, may contain inaccuracies, or may be based on opinion. CONTRACTSCOUNSEL DOES NOT SCREEN SUCH INFORMATION FOR ACCURACY OR RELIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTSCOUNSEL AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." CONTRACTSCOUNSEL ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
B. Third-party content. Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by ContractCounsel, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. CONTRACTSCOUNSEL DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SERVICES, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN CONTRACTSCOUNSEL. UNDER NO CIRCUMSTANCES WILL LAWGOOD BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS.
C. Beta features. From time to time, ContractCounsel may offer new “beta” features or tools with which its users may experiment on the Services. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at ContractCounsel sole discretion. The provisions of this section apply with full force to such features or tools.
VIII. Safety Policies
A. Prohibition against objectionable content. Users are prohibited from posting, messaging, promoting, or creating any objectionable content that is offensive, insensitive, upsetting, or intended to upset, including but not limited to the following content: graphic or explicitly violent; adult or sexually explicit; discriminating, offensive, or humiliating to a reasonable person; commentary on race, religion, sexual orientation, gender, nation of origin, or other suspect classifications; weapons, weapon accessory, or ammunition; defamatory; false; and illegal.
B. User-generated content. User-generated content will be regularly monitored for objectionable content. User-generated content will be manually reviewed by ContractCounsel before being posted publicly on the Site. Users may also report offensive content directly to ContractCounsel via conspicuous links to report forms, including links within the Site search, review, and messaging tools.
C. Violation of safety policies. Users violating the prohibition against objectionable content and/or user-generated content will be blocked from the ContractCounsel Site. ContractCounsel maintains a zero tolerance policy for offenders of it.
IX. Limitation of Liability
A. Damages and liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CONTRACTSCOUNSEL OR ANY OF ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) THE OUTCOME OF ANY LEGAL MATTER; (B) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (C) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY RELATING TO THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF CONTENT.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CONTRACTSCOUNSEL, AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SERVICES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES TO WHICH SUCH CLAIM RELATES IN THE 12 MONTH PERIOD PRECEDING THE FILING OF SUCH CLAIM.
B. No Liability for non-ContractsCounsel actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CONTRACTSCOUNSEL BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS (INCLUDING LAWYER MEMBERS) OF THE SERVICES. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
You agree to defend, indemnify and hold harmless ContractsCounsel, its corporate affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any content you post, store or otherwise transmit on or through the Services or your use of or inability to use the Services, including without limitation any actual or threatened suit, demand or claim arising out of or relating to the content, your conduct, your violation of these terms or your violation of the rights of any third party.
ContractsCounsel may revise these terms from time to time, on a prospective basis, and we will always post the most up-to-date version on our Site. If we determine, in our sole discretion, that a modification to these terms materially affects your rights, we will notify you (by, for example, sending a message to your account email). By using or continuing to use or access the Services after any revisions have come into effect, you agree to be bound by the revised terms.
XII. Applicable Law and Venue
The laws of the State of Delaware will apply to any disputes arising out of or relating to this Agreement or the Services. All claims arising out of or relating to this Agreement or the Services will be litigated exclusively in the state or federal courts located in Wilmington, Delaware, and you and ContractsCounsel consent to personal jurisdiction and exclusive venue in such courts.
XIII. Mediation & Arbitration
If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) shall be final and may be entered in any court having jurisdiction thereof.
XIV. Limitation of Term of Action
All disputes or claims (to the extent permitted by law) must be filed within one year from when the claim or notice of dispute could be filed in an arbitration proceeding or court if arbitration is not permitted. If you do not file a claim or dispute during this time, it is permanently barred.
Notwithstanding any terms of this Agreement, ContractsCounsel reserves the right, without notice and in its sole discretion, to terminate your license to use the Services, and to block or prevent your access to and use of the Services. ContractsCounsel reserves the right to refuse service to anyone for any reason at any time. In the event of termination of access to the Services for any reason, you have no right to obtain a copy of any data or communications you stored or effected via the Services, or any other data.
XVI. Entire Agreement
This Agreement constitutes the entire agreement between you and ContractsCounsel with respect to the subject matter of this Agreement, and supersede and replace any prior version of this Agreement. This Agreement create no third-party beneficiary rights.
XVII. Waiver, Severability, and Assignment
ContractsCounsel’s failure to enforce a provision of this Agreement is not a waiver of its right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under this Agreement, and any attempt to do so will be void. ContractsCounsel may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
XVIII. Headings & Summaries
The headings, captions and summaries in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.