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contractscounsel Inc.’s term of use

Last updated: 26th August 2020

INTRODUCTION

The ContractsCounsel Site Terms of Use describe when and the conditions under which a User is allowed to access or use the Site. Please read these Site Terms of Use carefully before visiting our Site. If you do not agree to these Site Terms of Use, you may not visit, use, or access the Site or Site Services as a Site Visitor, User or otherwise, and you may not click to accept the Terms of Service when prompted on the Site.

ABOUT CONTRACTSCOUNSEL

  1. ContractsCounsel is a platform that allows Users who are seeking to discuss, communicate and ultimately hire a licensed Consultant attorney for legal assistance to come together and connect on this platform. Contract Counsel provides collaboration between its Users and the Consultant attorneys through management tools; document management and storage and secure payment and invoicing tools.
  2. ContractsCounsel is Not a Law Firm. 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 Consultant attorneys on the platform. Consultant attorneys are not agents of ContractsCounsel nor is there any joint venture, partnership or any kind of shared ownership between ContractsCounsel and the Consultant attorneys on the platform. ContractsCounsel is not involved in the representation of the Consultant attorneys featured on this platform.
  3. At no point can ContractsCounsel be held liable for any conduct, action or omission of the Consultant attorneys.
  4. ContractsCounsel is Not an Attorney Referral Service or Employment Agency. ContractsCounsel does not select or endorse any individual Consultant attorneys to service a User. While ContractsCounsel uses commercially reasonable efforts to confirm that registered Consultant attorneys 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 Consultant attorneys. ContractsCounsel does not warrant or guarantee that Consultant attorneys are covered by professional liability insurance. Consultant attorneys are responsible for obtaining and maintaining professional liability insurance if they so choose, which is independent of ContractsCounsel. Consultant attorneys can also choose to list whether they are covered by liability insurance on their prospective profile page.
  5. ContractsCounsel strongly encourages and recommends that Users independently research any Consultant attorney before hiring the Consultant or before accepting any professional advice. Users can access the bar association where the Consultant attorney is licensed to practice law as ONE was to get up to date information on said attorney.
  6. ContractsCounsel does not recommend one Consultant over another, nor does it vouch for any of its Consultants 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 Consultant attorneys and does not sanction statements that Consultant attorneys make on the platform. ContractsCounsel makes no representation concerning the competency of the Consultant’s legal service.
  7. ContractsCounsel Does Not Guarantee Results.
  8. 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 Consultant attorneys and Users. Communications made via ContractsCounsel may not be held as confidential.
  9. ContractsCounsel is not liable for the actions or omissions of any Consultant attorney performing consulting services for you.

USER RESPONSIBILITIES

  1. You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.
    1. User Account Security. 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. You agree to notify ContractsCounsel immediately of any unauthorized use of User’s account, or any other breaches of security regarding your account. ContractsCounsel will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.
    2. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction, to bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other ContractsCounsel policies and procedures.
  2. Use and Conduct Restrictions. You are allowed to use the service as 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 Users/Consultants 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 are the Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Service.

PROHIBITED SITE USES

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.

EXAMPLES OF PROHIBITED USES OF THE SITE

The following are some examples of uses that are prohibited on the Site by Users, Consultant attorneys 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:

  1. are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
  2. would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
  3. 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;
  4. 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;
  5. regard or promote in any way any escort services, prostitution, or sexual acts; or
  6. are harassing toward another person based on the person's inclusion in a protected class as defined by applicable law;
  7. g. 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;
  8. defames, harasses, abuses, threatens, or incites violence towards any individual or group;

Fraudulent or misleading uses or content, including:

  1. fraudulently billing or attempting to fraudulently bill any User, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours worked on a particular job or project, (ii) reporting, recording, or otherwise billing Clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
  2. misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;
  3. using a profile photo that misrepresents your identity or represents you as someone else;
  4. impersonating any person or entity;
  5. falsely attributing statements to any ContractsCounsel representative;
  6. falsely stating or implying a relationship with ContractsCounsel or with another company with whom you do not have a relationship;
  7. allowing another person to use your account, which is misleading to other Users; or
  8. falsely stating that one Consultant attorney will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Consultant attorney that is unable, unwilling, or unavailable to do the work;
  9. Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
  10. Posting identifying information concerning another person;
  11. Spamming other Users/Consultant with proposals, including by making unsolicited contact of Consultants off the ContractsCounsel platform, or by posting the same job multiple times;
  12. Making or demanding bribes or other forms of payments without the intention of providing services in exchange for the payment;
  13. Requesting or demanding free services, including requesting Consultants to submit work as part of the proposal process for very little or no money or posting contests in which Consultants submit work with no or very little pay, and only the winning submission is paid the full amount;
  14. Requesting a Consultant complete work for free
  15. Requesting a fee before allowing a Consultant to submit a proposal;
  16. Duplicating or sharing accounts;
  17. Selling, trading, or giving an account to another person without ContractsCounsel’s consent;
  18. Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Consultants for other websites, products, or services, including advertising on ContractsCounsel to recruit Consultants and/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:

  1. 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;
  2. attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
  3. using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
  4. attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;
  5. collecting or harvesting any personally identifiable information, including Account names, from the Site;
  6. 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;
  7. accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or
  8. 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:

  1. 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; or
  2. accessing or using the Site or Site Services to build a similar service or application, identify or solicit ContractsCounsel Users.
  3. 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;

CONTRACTSCOUNSEL’S PROVISION AND USE OF THE SITE

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.

  1. 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, Job 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/or record your general interactions with the Service, except for information protected by the attorney client privilege.
  2. Right to Terminate Accounts. ContractsCounsel has the right (though not the obligation) to, in our sole discretion, determine whether or not 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.
  3. ContractsCounsel May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not 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.

CONSULTANT ATTORNEYS.

  1. Consultant attorneys are independent legal professionals who offer to perform consulting services for prospective Users. They are not employees of ContractsCounsel.
  2. No Attorney-Client Relationship through Website Use. The use of the ContractsCounsel Website may not form an attorney-client relationship with Consultant attorneys and ContractsCounsel that has not been hired by the User and therefore does not have a relationship with a Consultant attorney to establish such an attorney client privilege
  3. Attorney-Client Relationship through Service Use. An attorney-client relationship may be formed through the use of the Service between Users and Consultant attorneys only. Users may post Jobs through the Service. Consultant attorneys may submit Bids and negotiate details of these Jobs prior to acceptance. Users should not rely upon information contained in a Bid as legal advice. Upon acceptance, the scope of a Consultant User’s representation is strictly limited to the matter agreed upon. User will be required to describe what they are requesting legal services for, what they need, and what they are looking to receive; i.e. the deliverables of the project. This description, once discussed and mutually agreed upon by User and Consultant Attorney, will serve as an outline of the project and can only be revised by the mutual agreement of both parties. Additionally, unless User and Consultant Attorney can subsequently formalize their arrangement via a signed engagement letter or other written agreement, in which case the most recent written agreement would take precedence over a previously accepted proposal; any engagement letter signed by the parties must include the fees/charges of ContractsCounsel. ContractsCounsel takes every reasonable effort to ensure the privacy of Bids and other personal messages on our Service, but it cannot guarantee confidentiality. Communications requiring confidentiality should take place outside the ContractsCounsel Service, such as via telephone or a direct email to Consultant Attorney.
  4. Consultant attorneys are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including without limitation User-Generated Content, and any communications they may have with prospective clients through the Website or the Service, fully comply with all applicable laws and rules of professional conduct, particularly in the state that they are licensed to practice law and including those concerning the unauthorized practice of law and those regulating the form, manner or content of communications with clients, advertising, or other matters.

PAYMENTS

  1. Payment of Consultant attorneys. Certain specific terms govern Consultant attorneys and payment.
    1. ContractsCounsel Is Not A Party To Contracts. Users may contract with Consultant attorneys through posting and acceptance of Jobs. Such contracts are solely between the User and the Consultant User. ContractsCounsel will not be a party to any contracts for Jobs submitted through our Service. ContractsCounsel facilitates these contracts by supplying a platform for communication management and payment tools.
    2. All Legal Fees Are Paid To Consultant attorneys. ContractsCounsel does not provide legal services and does not charge for legal services. Payments made to Consultant attorneys via ContractsCounsel billing platform are transferred directly to the Consultant User’s payment account, less any associated service and processing fees (e.g. credit card fees).
  2. Consultant attorneys Shall Receive Payment Through The Service For All User Transactions. As a Consultant attorney of ContractsCounsel, you agree to process all retainers, invoices, all amounts billed to any User at all times (“Payments”) on the ContractsCounsel platform.
  3. Consultant attorneys - You agree to process any such Payments through the ContractsCounsel platform even if the User request that you perform a different assignment or matter from the job request posted via ContractsCounsel. If a User is either unwilling or unable to make payment via ContractsCounsel, Consultant attorney agrees to notify ContractsCounsel of any new payment arrangement. Payment by a User to Consultant attorney, made outside of the service without prior notification to ContractsCounsel, constitutes a full waiver by both parties of any ContractsCounsel payment guarantees or dispute protections as discussed in the Dispute Resolution and Arbitration Agreement, even as they may relate to prior payments made within the service.

User Disintermediation Policy and Fees.

  1. The parties acknowledge that ContractsCounsel uses substantial labor and effort to connect User with ContractsCounsel Consultant attorneys. Users represents and warrants that they will not circumvent or attempt to circumvent ContractsCounsel or this Agreement, or in any way to procure legal services from a Consultant attorney outside of the ContractsCounsel Platform, without ContractsCounsel prior written consent. Should User breach its warranty in this section, User shall pay ContractsCounsel a one-time fee equal to the greater of: 1) twenty five percent (20%) of Consultant attorney’s estimated annual compensation from User; or 2) $7,500. Upon payment of the aforementioned fees described in this Section, ContractsCounsel shall provide written consent for the Consultant attorney to provide legal services to User away from the ContractsCounsel Platform. This section shall not apply to a User who has a demonstrable history of obtaining legal services from Consultant attorney, prior to the Effective Date of this Agreement.
  2. At ContractsCounsel’s discretion, any Consultant attorneys engaging Users such as to cause a violation of the non-circumvent terms listed above may have substantial restrictions placed on their account, which may meaningfully limit their usage of ContractsCounsel service including but not limited to being suspended from the ContractsCounsel site for a period of time to be determined solely by ContractsCounsel and the payment of a penalty.

INTELLECTUAL PROPERTY

  1. 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.
  2. 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.

NOTICE

Email Communications. We use email and electronic means to stay in touch with our users.

  1. 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.
  2. 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.

TERMINATION

Termination. 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.

  1. 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.
  2. 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.
  3. Relationships Between Attorney And Client Survive Termination. Termination of your relationship with ContractsCounsel does not affect your relationship with any Consultant Attorney you have retained through the ContractsCounsel Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the ContractsCounsel relationship.
  4. 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.

PAYMENT AND TRANSACTIONS

  1. Payment Process. As further defined herein, payment will be processed as specified in the User proposal and/or invoice and agreed upon by the User and the Consultant Attorney. When a User hires a Consultant Attorney for a posted job, a preauthorized deposit is made on their method of payment for the Consultant Attorney.
  2. Once the first version of entire work product is delivered and Consultant attorney marks the project as “Delivered” in ContractsCounsel platform, the deposit will then be released directly to the Consultant Attorney. If a User does not review the draft/materials submitted by the Consultant attorney and no action is taken by the User within 3 days, ContractsCounsel will then charge the balance of the project, including any fees, to the User on the method of payment on file and release that amount to the Consultant Attorney.
  3. Once a Job (or a segment thereof as pre-agreed in writing by the User and the Consultant Attorney) has been marked by the Consultant attorney as completed, ContractsCounsel will inform the User that the Job (or a segment thereof as pre-agreed in writing by the User and the Consultant attorney) is complete. The User must then pay the agreed-upon amount or request changes/revisions. If the User has taken no action after 3 days, ContractsCounsel will have the right to charge the User's method of payment including their credit card, bank account, or PayPal account for the full amount of the agreed-upon fee or undisputed invoice, including applicable service or processing fees. The User may submit disputes over payment to disputeresolution@contractscounsel.com provided that he or she adheres to the other conditions set forth in this agreement (User-Consultant User Dispute Resolution Procedures).
  4. Once a draft is provided and the User, after no more than 3 days, reviews the work submitted and requests revisions based on the agreed upon bid, then revisions by the Consultant attorney should be completed in accordance with the agreed upon time period in the bid.
  5. Once the Consultant attorney completes the requested revision, if additional revisions are required, as set out in the initial bid and agreed upon by the parties, then after 3 days from the completion of the initial revisions, the remaining balance will be charged to the User by ContractsCounsel and released to the Consultant attorney. Consultant attorney has an obligation, to complete all the revisions that were discussed and agreed upon after the full and complete payment by ContractsCounsel from the User.
  6. If after 3 days from the delivery of the draft agreement by the Consultant attorney to the User, the User is unresponsive and final payment is made to the Consultant attorney by ContractsCounsel, the User will have twenty (20) business days to request any and all agreed upon revisions from the Consultant attorney. Consultant attorney has an obligation, to complete all the revisions that were discussed and agreed upon after the full and complete payment by ContractsCounsel from the User.
  7. Responsibility for Payment. User and Consultant attorney are responsible for all fees, including taxes, service, and processing fees, associated with your use of the Service. By using the Service, User agrees to pay the Consultant attorney through ContractsCounsel the amount agreed on in the Bid or undisputed invoice, and the associated service and processing fees, unless you dispute the invoice by sending an email to disputeresolution@contractscounsel.com and adhere to the other conditions set forth in this agreement (User-Consultant User Dispute Resolution Procedures). You are responsible for providing us with a valid means of payment prior to the start of your project by the Consultant Attorney.
  8. ContractsCounsel Responsibility. ContractsCounsel agrees to discuss with you an invoice of each charge in advance of charging your credit card or PayPal account. ContractsCounsel agrees to pay the applicable Consultant attorney amount received, less service or processing fees, if any.
  9. 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 for fees that you authorize ContractsCounsel to bill. You authorize ContractsCounsel to charge you the full amount owed to any Consultant attorney 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 Consultant attorney 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.

DISPUTE RESOLUTIONS PROCEDURES

  1. User-Verified Consultant attorney User Dispute Resolution Procedures. In the event that a User has a good faith belief that the nature or quality of the legal services rendered by a Verified Consultant attorney in connection with the relevant Job 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 Consultant 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 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”):
    1. Within 3 days of the date of the related invoice (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.
    2. 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 Consultant attorney has thirty (30) days to resolve the dispute with themselves. ContractsCounsel will also work with the parties to resolve the dispute. If the matter is not resolved, then the User can go to the State Bar where the Consultant attorney is licensed as a way to resolve the matter.
    3. ContractsCounsel will attempt in good faith to work with the User and Verified Consultant attorney for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice (such period, the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter. In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the User, Verified Consultant User and, if relevant, ContractsCounsel will take the agreed upon steps to execute the agreed-upon resolution.
    4. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, the matter shall be resolved as per the Dispute resolution section of this agreement.

WARRANTIES

  1. Disclaimer of Warranties. We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
    1. ContractsCounsel provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, ContractsCounsel expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
    2. 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.

LIMITATIONS OF LIABILITY.

  1. ContractsCounsel will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.
    1. 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 (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) 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.
  2. Third Party Beneficiaries. Consultant attorneys are intended third-party beneficiaries of this section of the Terms of Use. Any legal information provided on the Service is for informational purposes only. ContractsCounsel and any creator of User-Generated Content containing legal information disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties' rights, and fitness for particular purpose, to the fullest extent permitted by law. In no event will ContractsCounsel or a Consultant attorney be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Service or the User-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not ContractsCounsel or contributors of User-Generated Content are advised of the possibility of such damages. Neither ContractsCounsel nor contributors of User-Generated Content are liable for any personal injury, including death, caused by your use or misuse of the Service or User-Generated Content.

RELEASE AND INDEMNIFICATION

  1. You agree to indemnify and hold harmless ContractsCounsel from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.
  2. If you have a dispute with one or more Users, you release ContractsCounsel from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

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, and/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 changes to 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. This Agreement is controlled by the laws of the State of Nevada. You, and you alone, are responsible for any obligations you agree to under this contract. If ContractsCounsel is involved in a merger or we are bought, we may transfer this Agreement without notice to you, as long as your rights are protected. You may only agree to these terms if you are able to form a binding contract in your state. These terms, including our Privacy Policy, are the complete agreement between us, and no other terms apply.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.

DEFINITIONS

The following terms are used throughout these Terms of Use and have specific meanings. You should know what each of the terms means.

  1. Service” refers to the services provided by ContractsCounsel, including without limitation access to ContractsCounsel online community; communication tools; document management and storage solutions; and payment services. ContractsCounsel does not provide an attorney referral service or serve as an employment agency. We provide a venue for our Users to meet and exchange information with our Consultant attorneys.
  2. Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document and the Addendum as defined herein.
  3. Website” refers to ContractsCounsel website located at https://www.ContractsCounsel .com, all subpages and subdomains, and all content, services, and products available at or through the Website.
  4. ContractsCounsel,” “We” and “Us” refer to ContractsCounsel, Inc., as well as our affiliates, directors, subsidiaries, officers, and employees. Consultant attorneys are not part of ContractsCounsel.
  5. The User,”, “You” and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service. A User may be a User, a Consultant attorney, both, or neither.
  6. Consultant attorneys” refer to registered Consultant attorneys in the legal field who may communicate with and provide contracting or consulting work to Users or fellow Consultant attorneys via the Service. Consultant attorneys are not the employees or agents of ContractsCounsel. Please see Section 7of this Agreement for more information about Consultant attorneys.
  7. Users” refer to 1) Users who submit requests for proposals from Consultant attorneys for providing legal services for a fee (“Jobs”); and 2) Users who contract with Consultant attorneys for additional work, which, for purposes of Section 7 below, may include permanent employment, beyond the initial Job which established the Consultant User-User relationship. Consultant attorneys may submit proposals (“Bids”) for such Jobs and may also establish terms of the relationship with the User via a signed engagement letter or other written agreement. Please see Section 7 for more information about Jobs, Bids, and Users
  8. Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content, which may be submitted by any ContractsCounsel User (User or Consultant User).
  9. Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with ContractsCounsel.
  10. Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or another jurisdiction.
  11. Site” means, collectively, our website located at www.ContractsCounsel.com, all affiliated websites and applications, including mobile websites and ContractsCounsel Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (defined in the User Agreement).
  12. Site Services” means, collectively, all services, applications and products that are accessible through the Site, including the Public Site Services, and all ContractsCounsel Mobile Applications.
  13. User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or User post to any part of the Site or provide to ContractsCounsel, including such information that is posted as a result of questions.
  14. You” means any person who accesses our Site, including a Site Visitor or User and including any entity or agency on whose behalf any such person accesses or uses our Site.

CONSULTANT ATTORNEY, USER AND ANY PERSON WHO USES THIS SITE ACKNOWLEDES THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE ALONG WITH THE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT, AND THERFORE WILL BE BOUND BY THESE AGREEMENTS.

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

  1. 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.
  2. 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 1) dispute resolution with the State bar where the attorney is licensed to practice 2) 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.
  3. Agreement to Arbitrate. You 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.
  4. 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).
  5. 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.
  6. Modification of 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.
  7. Arbitrator’s Decision. 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.
  8. Jury Trial 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.
  9. 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.
  10. 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.
  11. Changes and/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).