Following are terms of a contractual legal agreement ("Terms") between you and ProXchange Legal, LLC d/b/a LawNexa (hereinafter referred to as either "ProXchange,” “LawNexa,” or “Company”) which govern the access, usage, participation and all other forms of use of the Company website and all other electronic data comprising the Company’s business platform (“Site”). By accessing the Site, you acknowledge that you have read, understood and agree to be bound by the Terms and to comply with all applicable laws, rules and regulations of any governmental authority or the Company. If you do not agree to the Terms, do not register as a Subscriber or otherwise use the Site.
The Site may contain other proprietary notices and copyright information, the terms of which must be observed and followed and are by reference incorporated into the Terms. Please read the Terms carefully and be aware that the Company may, in its sole discretion and without notice, amend the Terms at any time by updating this posting. Amendments to the Terms will be effective upon the Company’s posting of such updated Terms at this location. Your continued access or use of the Site after such posting constitutes your consent to be bound by the Terms, as amended. If you object to any amended Terms, your sole recourse shall be to discontinue the use of the Site upon your first visit to the Site after such an amendment has been posted.
The Company is involved in providing leading edge technology to its users. Any person using the Site acknowledges that technologies are rapidly changing and that the Company must be able to strictly limit its liability according to these Terms in order to provide such leading edge technology to its users. Your use of the Site acknowledges your agreement with these Terms including all of the terms that limit the Company’s liability in any fashion. If you do not agree with this limitation of liability and these Terms, your sole remedy is to not use the Site.
ACCESS TO THIS SITE
The Company reserves the right and has absolute discretion to enforce the Terms. The Company may, in its sole discretion, immediately terminate the Terms or any services related to the Site with respect to you, or generally cease offering or deny access to the Site or any portion thereof, at any time for any reason without notice or liability to you or any third party. This Site may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and could result in damages to your computer systems or operations. You shall be solely responsible for ensuring that any information or content obtained from this Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage your systems, software or data. Without limitation, the Company also reserves the right to report any activity (including the disclosure of appropriate data or merchant information) that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. The Company also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct. If you want to report any violations of these guidelines, please contact the Company.
Membership and Registration
You must hold an active law license to register with the Site as a Member. If you are an owner or employee of a law firm (a “Firm”), then all licensed attorneys of the Firm should register with the Site. There is a fifty percent (50%) discount for Subscription Fees offered to each attorney within a Firm after the first attorney within a Firm registers with the Site to promote compliance with this rule. The first attorney of a Firm to register with the Site must register as the administrator (“Administrator”) of the Firm. The Administrator has certain access to Firm information (i.e. access roles, payment information, etc.) and the role of Administrator may only be changed online with the permission of the Administrator. If the Administrator ceases to work for the Firm and the Firm wishes to change the Administrator on the Firm’s account, the Firm should request the Administrator to change the Administrator role to another attorney designated by the Firm. Should the Administrator not comply with this request, the Firm must contact the Site for assistance.
If you access our Site, you agree to accept responsibility for all activities that occur under your account or password, and agree that you will not sell, transfer, or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer so that others may not access our Site using your name in whole or in part. By registering as a Member, you agree that the Company may contact you in any fashion including, but not limited to, mail, fax, email, or telephone. You also grant permission to the Company to provide for marketing emails sent from the Company or an entity contracting with the Company.
If a competing site to the Company is developed by another entity, you may not solicit Members of the Company to terminate, surrender or otherwise leave the Site or transfer business transacted on the Site to such a competing site. You may not transfer any business begun on the Site to any competing site and you may not contact Members of the Site to announce that you are transacting business on a competing site.
You must notify the Company immediately of any breach of security or unauthorized use of your account. Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of the Company or others due to such unauthorized use.
The Company’s product shall be considered to be in Beta format until the Company announces that the product is no longer in Beta format. Beta format for technology products often requires swift and substantial changes to the product, with customer feedback crucial to the success of the product. To remain on the leading edge of technology providers, changes in Beta format products are often delivered with little to no internal testing. Thus, the Site may experience downtimes, slower traffic, erroneous displays or other technological malfunctions. As a Member on the Site, you agree that the Company has NO LIABILITY for such errors or malfunctions.
You agree not to use the Site to: (a) violate any local, state, national, or international law or regulation; (b) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (d) transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) stalk, harass, or harm another individual, including revealing the identity of any fellow Member or Provider on the Site; (f) impersonate any person or entity, or otherwise misrepresent your identity or affiliation with a person or entity; (g) use any "robot," "spider," “deep link,” "rover," "scraper," or any other data-mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy, or distribute any data from the Site, our network or databases, or attempt to gain unauthorized access to any portion or feature of the Site or any other systems or networks connected to the Site; or (h) interfere with or disrupt the Site or servers on our networks, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site; (i) probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site; (j) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, (k) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or the Company’s systems or networks or any systems or networks connected to the Site; (l)
se any meta tags or any other "hidden text" utilizing the name or trademarks of LawNexa, ProXchange Legal or ProXchange without our express written consent
or (m) forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to the Company or anyone on or through the Site. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, PRODUCTS, OR MATERIALS PROVIDED BY PROXCHANGE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
A high speed Internet connection is required for proper transmission of the Site. You are responsible for procuring and maintaining the network connections that connect your network to the Site, including, but not limited to, "browser" software that supports protocols used by the Company, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Site data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by the Company. We assume no responsibility for the reliability or performance of any connections as described in this section.
The Company believes that it falls under the purview of lawyer referral services or qualifying providers as defined by various States Bar rules. While such rules were enacted to address services generally made available to the consumer (LawNexa does not make its services available to the consumer, but rather to the lawyer), it is the Company’s understanding that the rules are broad enough to include services offered by LawNexa. BY REGISTERING WITH THE SITE, YOU AGREE WITH US THAT THE COMPANY’S SERVICES ARE ALLOWABLE UNDER YOUR STATE BAR (OR COURT INTERPRETATION) RULES. If you do not agree that the Company’s services are allowable under your State Bar (or court interpretation) rules, you should not register with the Site. Registration with the Site precludes you from asserting any claims against the Company for violation of State Bar rules regarding the availability of lawyer referral services or qualifying providers in your State.
In addition to our rights as set forth elsewhere in the Terms, we reserve the right, in our reasonable discretion, to temporarily suspend your access to and use of the Site: (a) during planned downtime for upgrades and maintenance to the Site (of which we will use commercially reasonable efforts to notify you in advance through the Site) (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (c) if we suspect or detect any malicious software connected to your account or use of the Site by you.
The Company offers access to various services to assist an attorney in legal matters such as expert witnesses, nurse practitioners, court reporters, etc. All non-attorney members in these areas create a profile of their experience and services. All such information is self-reported by the non-attorney member and the Company MAKES NO REPRESENTATION AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION REPORTED. YOU SPECIFICALLY AGREE THAT YOU ARE REQUIRED TO MAKE ALL JUDGMENTS OF A NON-ATTORNEY’S ABILITY TO ASSIST YOU IN A CASE OR MATTER AND AGREE TO INDEMNIFY AND HOLD THE COMPANY HARMLESS AGAINST ALL CLAIMS BROUGHT AGAINST THE COMPANY BY YOU OR ANY THIRD PARTY FOR ACTS OF THE NON-ATTORNEY FOUND ON THE SITE.
Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986. The Company reserves the right to view, monitor, and record activity on the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. The Company will also comply with all court orders involving requests for such information.
The Site is hosted in the United States. If you are a Member accessing the Site from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, please be advised that through your continued use of the Site, which is governed by U.S. law, the Privacy Notice, and the Terms, you are transferring your information to the United States and you consent to that transfer. The Company may maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Site data. These safeguards may include encryption of Site data in transmission.
The Company, in its sole discretion, may post advertisements of third parties on the Site. Your correspondence or any other dealings with advertisers found on the Site are solely between you and such advertiser. You agree that the Company shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such advertisers on this Site. Moreover, the Company shall not be responsible or liable for the statements or conduct of any third party on this Site.
We are committed to protecting the privacy of children. You should be aware that this Site is not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from any person we actually know is a child under the age of 13.
Member Rules & Regulations
The following Member rules and regulations are in addition to all other rules, terms and regulations contained in the Terms.
The Site contains certain requirements for you to list yourself as a provider of services in any legal practice area. Each attorney may list up to six (6) different practice areas that they want to receive referrals in, so long as they meet the requirements. Requirements to list yourself as a provider of legal services in any practice area include maintaining an errors & omission insurance policy with minimum limits of $1,000,000 per incident, maintaining a minimum platform rating score of 3.0, maintaining a valid State Bar license (in the State for which you accept referrals for legal services), and meeting the legal and ethical requirements for the services provided (including any additional requirements purported by the State Bar of the State in which the legal services are provided). If you cease to meet the requirements to provide services on the Site, you must remove the areas of practice for which you no longer meet the requirements. While the Company indicates these minimal service provider requirements and attempts to seek compliance by all attorneys on the Site, the Company is not responsible for lack of any attorney compliance with service provider requirements for any reason, including, but not limited to, errors, incomplete information, fraud or other reporting or compliance monitoring issues.
The LawNexa matching process seeks to bring together two attorneys to meet the needs of the clients. The attorney making the referral is noted as the Referring Attorney and the attorney receiving the referral (whether or not such referral is accepted or declined) is noted as the Accepting Attorney.
Upon the selection of an Accepting Attorney by a Referring Attorney to receive a referral, the client of the Referring Attorney shall receive an email requesting authorization to transmit certain pertinent client information (generally client contact information and the type of case) to an attorney on LawNexa. The Accepting Attorney shall only be revealed the pertinent client information upon the affirmative authorization of the client of the Referring Attorney. If the client of the Referring Attorney declines authorization, the Referring Attorney shall be notified of the declination. Upon authorization by the client of the Referring Attorney, the Accepting Attorney shall be notified of the referral and shall be charged the fee associated with receiving a referral (“Referral Lead Fee”) that is posted on the Site. The Referral Lead Fee is NOT a guarantee that the Accepting Attorney shall receive or accept the client, but only a fee for receiving the lead. The Referral Lead Fee is not refundable in any circumstance including, but not limited to, failure to pass conflict of interest test, failure to pass due diligence test, failure of the client to pay legal fees, outcome of the case, or any other reason. The Referral Lead Fee is not a sharing in the legal fee by the Company and is paid regardless of whether legal services were ever rendered.
Many technology sites allow for user feedback as it may be essential to the decision making process of hiring, purchasing or otherwise engaging another user. For this reason, the Company attempts to assist its Members by offering Member feedback on referrals made or received on the Site. Members are encouraged to provide honest feedback, but should realize that negative feedback or low platform scores may negatively impact a Member on the Site. For this reason, the Company offers an appeal process for low ratings. The appeal process should only be used when a rating is given that is less than 50% of the Member’s current rating (i.e. if a Member has a current rating of 4.7, the Member may not appeal a rating of 3.0, but may appeal a rating of 2.0). The appeal process is initiated by the Member receiving the low rating in question. The Member receiving the low rating is asked to provide additional information to the Member who gave the low rating that may assist the Member who had given the low rating to reevaluate the prior low rating. The Member who gave the previous low rating may then amend that rating (only upwards) or keep the same rating. Once the Member amends or keeps the prior rating, that rating is permanent. The only recourse that the Member who received the low rating has against the Member who gave the low rating is to discontinue making referrals to or receiving referrals from that Member.
The Company may attempt to, but is under no obligation, to resolve disputes between Members. Certain platform dispute resolution exists in the case of negative feedback. The rules surrounding feedback and the appeal of any platform rating (contained in the Terms) are final and shall not be reversed by the Company except under extreme circumstances. All Members acknowledge that the Company shall have no liability to them for any dispute resolution between Members. However, should the Company undertake dispute resolution between any parties for any reason, the findings of the Company shall be final and binding upon all parties and the Company shall have no liability for these findings to any party.
You grant the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our services any suggestion, enhancement request, recommendation, correction or other feedback provided by you.
The sharing of legal fees between legal parties is governed by the State Bar in which the legal services are provided. Members may wish to share legal fees in some cases where the sharing of fees is allowable. The Company does NOT provide for rules or methods in how parties share legal fees. The Company provides an input field in the referral process that allows the Referring Attorney to indicate that they are interested in sharing in the legal fee. This is ONLY an indication of interest in sharing in the legal fee and does NOT provide any guarantee of such sharing of the legal fees. Members are encouraged to work out the provisions of legal fee sharing outside the Site through standard legal arrangements. THE COMPANY SHALL HAVE NO LIABILITY TO ANY PARTY FOR THE SHARING OR NON-SHARING OF LEGAL FEES BETWEEN THE MEMBERS.
The Site only works properly when Members “play fair.” In that regard, no Member may communicate (verbal or written) with any other Member any scheme, idea, method or other means by which to lessen or dilute any current or future Referral Lead Fee or any other fee paid or owing to the Company. Members specifically acknowledge that such actions may cause irreparable harm to the Company and that the Company may seek all legal remedies available to it against the Member.
Members of the Site obtain special knowledge regarding the operations of the Site. Therefore, all Members specifically agree that they shall not participate in any early-testing, beta-testing or other similar form of testing of any competing site that may be formed. While the Company believes in healthy competition, it does not believe that it would be beneficial for the Company or its Members for trade secrets and other intellectual property of the Site to be transmitted to competing sites by its Members and such transmission of any trade secrets or intellectual property of the Site to any person is strictly prohibited. Members specifically acknowledge that such actions may cause irreparable harm to the Company and that the Company may seek all legal remedies available to it against any Member who transmits such prohibited information. Please report any possible violations of the Terms to the address listed in the Notice section.
The Company may be required to report to a State Bar or other regulatory body the current license status of its Members. You agree that the Company may report your license status to any State Bar or other regulatory body as required. The Company may rely on State Bar sites or other sites for information regarding your current license status. You specifically waive any rights against the Company, its employees, directors, members, investors or officers for any factual differences of license status that the Company, in good faith, viewed on a site and reported to a State Bar or other regulatory body. You also specifically waive any rights against the Company, its employees, directors, members, investors or officers for any factual differences of license status that the Company by mistake reported to a State Bar or other regulatory body. Should the Company have mistakenly reported incorrect information to a State Bar or other regulatory body, you should notify the Company at firstname.lastname@example.org and report the error. The Company will follow up with the State Bar or other regulatory body, in a timely fashion, as it receives corroborating evidence from the State Bar or other regulatory body that no action was taken against your license.
This Site is provided by ProXchange Legal, LLC d/b/a LawNexa. As a registered Member, and subject to your full compliance at all times with the Terms and payment of all applicable fees, you are provided with a personal, revocable, limited, non-exclusive, royalty-free, nontransferable license to use this Site conditioned on your continued compliance with the Terms. You may print and download materials and information from this Site solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. This is a license and not an assignment or sale. Any rights granted hereby are licensed and not sold or otherwise transferred to you. Accordingly, you expressly acknowledge and agree that the Company transfers no ownership or intellectual property interest in and to the Site to you or anyone else.
Notwithstanding the foregoing, you may not modify, alter, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, reproduce, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, grant a security interest in, transfer any right(s) in, or otherwise use in any manner not expressly permitted herein the Site.
You may not frame or utilize framing techniques to enclose the Site or any portion thereof without our prior written consent.
Copyrights, Trademarks and Intellectual Property
The copyright in all materials provided on this Site is held by the Company, its affiliates or by the original creator of the material. Except as stated herein, none of the materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of the Company or the copyright owner. You may not "mirror" any material contained on this Site without the Company’s express written permission. Any unauthorized use of the materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes. All content and functionality on this Site, including text, graphics, logos, icons, and images and the selection and arrangement thereof, are the exclusive property of the Company, its affiliates or its licensors and is protected by U.S. and international copyright laws. All rights not expressly granted are reserved.
The trademarks, service marks and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of ProXchange. Other trademarks, service marks and trade names may be owned by others. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other ProXchange intellectual property displayed on this Site. The Company aggressively enforces its intellectual property rights to the fullest extent of the law. The names LawNexa, ProXchange and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission from the Company.
We respect the intellectual property rights of others. Accordingly, we have a policy of removing third-party submissions that we reasonably believe may violate copyright law, suspending access to the Site (or any portion thereof) from any person who uses the Site in apparent violation of copyright law, and/or terminating in appropriate circumstances the account of any Member or Provider who uses the Site in apparent violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of alleged copyright infringement and for addressing such allegations. If you believe a user of the Site is infringing your copyright, please provide written notice to our agent listed in the Notice section of the Terms for notice of claims of copyright infringement.
Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material; (d) contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good-faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner's agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
If you believe that your trademark is being used improperly or without authorization on the Site, the owner or an agent of the owner may notify us. We ask that any complaints provide the accurate identity of the owner, how we may contact you, and the specific nature of the complaint.
Unless otherwise noted, ProXchange owns all content available on this Site, including but not limited to the text, photographs, images, graphics, audio clips, and any compilation or arrangement thereof. All content is protected by United States and international laws regarding copyrights, trademarks, trade secrets and other proprietary rights.
LINKS AND MESSAGE BOARDS
Links to Other Sites
The Company may provide links, in its sole discretion, to other sites for your convenience in locating related information, products, and services. These sites have not necessarily been reviewed by the Company and are maintained by third parties over which the Company exercises no control. Accordingly, the Company expressly disclaims any responsibility for the content, the materials, the security of the website, the accuracy of the information, and/or quality of the products or services provided by or advertised on these third party web sites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party. You must take any necessary precautions to ensure that whatever link you select for your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.
Links to Our Site
The Company encourages and permits text links to this Site. LawNexa is an organization committed to the highest ethics and standards and therefore, any links to this Site should not suggest that the Company promotes or otherwise endorses any third party products, services, causes, campaigns, websites, content, or information. Any website linking to us may not misrepresent its relationship with us and may not link to any page of the Site except for the home page. Moreover, no link may be used for commercial or fundraising purposes. The Company also reminds you that a link may not use or include any LawNexa logos, content, or designs without the express written consent of the Company.
The Site may offer Members the ability to post messages on message boards and forums (collectively, “Forums”), which may be open to the public generally, to all Members of the Site, or to a select group of Members. You acknowledge that all content posted on Forums is generated by Members and not the Company, and by posting on Forums, you agree to comply with the rules and restrictions set forth above and any other rules specifically applicable to such Forums. The Company reserves the right, but disclaims any obligation or responsibility, to prevent you from posting content to any Forum and to restrict or remove your content from a Forum or refuse to include your content in a Forum for any reason at any time, in the Company’s sole discretion and without notice to you.
You acknowledge that messages posted on such Forums are public, and the Company cannot guarantee the security of any information you disclose through any Forum and you make such disclosures at your own risk. Company is not responsible for the content or accuracy of any information posted on a Forum, and shall not be responsible for any decisions made based on such information. We ask that you do not disclose any personal or sensitive information on or through the Site, including, without limitation, in the Forums.
You understand that when using the Site, you will be exposed to content provided by third parties not under the Company’s control from a variety of sources ("Third-Party Submissions"), and that the Company is not responsible for the accuracy, completeness, utility, safety, or the protection of intellectual property rights of or relating to such Third-Party Submissions. You further understand and acknowledge that you may be exposed to Third-Party Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Company, its parent, subsidiaries, directors, officers, affiliates and/or licensors with respect thereto, and agree to indemnify and hold the Company, its parent, subsidiaries, directors, officers, affiliates and/or licensors harmless to the fullest extent allowed by law regarding all matters related to your use of our Site. Third-Party Submissions may not make unreasonable or unethical claims regarding their services (i.e. the “best” lawyer, get the “most” money from a jury, etc.).
You acknowledge and agree that the Company shall own and have the unrestricted right to use, publish, in electronic form and otherwise, distribute and exploit any and all information that you post or otherwise publish on this Site ("Submissions") unless specifically indicated to the contrary by the Company. You hereby waive any and all claims against the Company for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution or any other intellectual property rights in connection with the Company's use and publication of such Submissions. This means that anything submitted by you to this Site will be owned by the Company and may be used by the Company for any purpose, now or in the future, without any payment to, or further authorization by, you. In the event the Company’s ownership of such Submissions is successfully contested, you automatically grant the Company a perpetual, royalty-free, non-exclusive, sublicensable, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such Submissions, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes. The Company does not represent or endorse the accuracy or reliability of any Submissions displayed, uploaded, posted on any message board, or otherwise distributed through this Site by any user of this Site, information provider or any other third party. The Company expressly disclaims any and all liability related to Submissions, and you acknowledge that any reliance upon such Submissions shall be at your sole option, liability and risk. You covenant that you shall not post or otherwise publish on the Site any materials that: (i) are threatening, libelous, defamatory, or obscene; (ii) would constitute, or that encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate law; (iii) infringe the intellectual property, privacy, or other rights of any third parties; (iv) contain a computer virus or other destructive element; (v) contain advertising; or (vi) constitute or contain false or misleading statements. The Company in its sole discretion reserves the right to refuse to post and the right to remove any information or Submission from this Site, in whole or in part, for any reason.
Members may post certain information regarding their clientele that may be viewed by other Members. All clientele information posted must be non-specific to the client unless the Member has received permission from the client to post such other client specific information. Members may not post the name, address or any financial information of any client without the permission of the client. Certain non-identifying information such as client industry may be posted, but the Company requires all Members to have permission from all clients for whom they post any information. It is the responsibility of each Member to make certain that any client information posted is permissible by the client. Each Member posting any information about their client is responsible to comply with all Federal, State and other regulatory body rulings regarding the disclosure of client information including, but not limited to, compliance with IRC Sections 6713 and 7216 and all corresponding Treasury Regulations and other authoritative rulings.
The ‘engine’ of the Site is the matching algorithm which requires the input of search criteria for matching attorneys and the corresponding indication of the providing of legal services by other Members. You agree that all information entered into the search criteria or the service practice areas that you want to receive referrals in shall be true, correct and complete to the best of your knowledge. During the search process, a Referring Attorney may indicate whether they wish to partake in the sharing of legal fees. This indication is NOT an agreement between the parties, but rather an indication that the Referring Attorney may be interested in sharing the legal fee. The parties must contract outside of the Site between the parties regarding the sharing of legal fees and the Company expressly disclaims any liability in legal fee sharing between the parties. While the Company may provide helpful links to assist you in determining whether legal fee sharing may be available on a particular engagement, the Company makes no representation regarding the legality or ethical applications of the payment or receipt of any shared legal fee or referral fee. You further agree that it is your sole responsibility to determine whether legal fee sharing may be paid by you or received by you for each and every engagement. YOU AGREE THAT THE COMPANY HAS NO LIABILITY FOR THE PROPER DETERMINATION OF WHETHER LEGAL FEE SHARING MAY OR MAY NOT BE PAID. If you are in receipt of a shared legal fee or referral fee or paying a shared legal fee or referral fee, you further agree to abide by any disclosure requirements to the client that may be required under law or ethics.
It is your responsibility to ensure that sufficient credit is available on your registered credit card for use in on-time payments. Notices of declinations of credit cards are a nuisance for all involved. You are responsible for all overdraft, declination or other fees from your own banking institution and will be assessed a payment denial fee of $29 by the Company for each instance that payment is rejected for any reason. Should the Company receive a denial of payment from your credit card issuer for any reason, we will notify you by email and resubmit the charge the following business day. It is your responsibility to make sure that sufficient credit is available or that you have placed a new credit card on file before that time. Should the Company receive a second declination of payment from your credit card issuer, your account will be suspended until the time that payment has been received. Continued denials of payment are cause for expulsion from the Site.
To notify us of suspected errors regarding online payments or receipts, please email us at email@example.com.. We attempt to resolve all payment and receipt queries by the end of the next business day. Please indicate “payment dispute” in the subject line of your email and provide your name, firm name, daytime phone number and a brief description of the suspected payment or receipt error when notifying us. Please be careful not to include any of your PCI within the reporting email.
No Services, Advice or Endorsement
There may be delays, omissions or inaccuracies in information obtained through your use of this Site. The information on the Site is provided to you with the understanding that the Company's provision of this information to you does not constitute the rendering of investment, consulting, legal, accounting, tax, career or other advice or services. Information on this Site should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with professional advisors. Moreover, the Company does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded or distributed through this Site by the Company, any user, information provider or any other person or entity. You acknowledge that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole option, liability and risk. Moreover, the Company does not grant any license or other authorization to you to use this Site in any manner if such use in whole or in part suggests that the Company promotes or endorses a third party's causes, ideas, political campaigns, political views, web sites, products or services.
The Company promotes certain requirements for professionals to be admitted to a category of service as a provider of services. These requirements are contained in the registration process to be listed as a provider of legal services in a particular service category. These requirements are for such things as professional standards, licenses, and insurance coverage. Additionally, the Company utilizes a rating system to help Members determine which other Members that they would like to send referrals to or receive referrals from. THESE REQUIREMENTS DO NOT GUARANTEE THAT ANOTHER MEMBER WILL DELIVER A SERVICE TO ANY PARTICULAR PROFESSIONAL STANDARD OR PROVIDE FOR ANY PARTICULAR RESULT. YOU MAY NOT AGREE WITH THE OTHER MEMBER’S END PRODUCT OR SERVICE. YOU TAKE FULL RESPONSIBILITY FOR YOUR ACCEPTANCE OF A MEMBER TO PROVIDE SERVICES TO YOU OR YOUR CLIENT. THE COMPANY DOES NOT GUARANTEE ANY RESULTS, YOUR SATISFACTION OR ANY OTHER FORM OF ENDORSEMENT FOR THE SERVICES PROVIDED BY ANY MEMBER ON THE SITE.
DISCLAIMER OF WARRANTIES AND DAMAGES; LIMITS OF LIABILITY; INDEMNIFICATION
The Company operates in a fashion as to provide leading-edge technology to its Members. The technology industry is rapidly evolving, highly susceptible to security issues and very difficult to maintain current trends and safety concerns. For this and other reasons, you acknowledge the necessity for the Company to disclaim all warranties and damages and to severely limit its liability to Members and all other interested parties. Any claims that you may bring against the Company shall be solely against the Company and not be enforceable against any other affiliated entity, any officer, any director or any employee of the Company.
The Company provides referral and other services to the legal industry. As a Member, you generally decide your level of involvement in any particular case and whether or not you wish to share in the legal fees, whether or not co-counsel is required. Participation in a case most generally brings with it the concept of legal liability for malpractice. The Company strictly does not provide any reference or guarantee that your minimal involvement in any case does not constitute participation in a case sufficient to limit your legal malpractice in the case or for any other legal recourse. You specifically hold the Company harmless for any suit, claim or other action pertaining to your involvement in a case referred by you or to you on the Site. You also agree to promptly pay any damages or costs (including legal fees) incurred by the Company in defending its actions for claims or other actions brought against the Company from a party that you participated in the legal services from a referral on the Site.
THE SITE, INCLUDING ALL SERVICES, PROFILES, RECORDKEEPING, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED TO SITE VISITORS, MEMBERS, AND ANY OTHER THIRD PARTY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES, FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DO THEY MAKE ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY, MEANINGFULNESS, OR RELIABILITY OF THE SITE, CONTENT, PROFILES, RECORDKEEPING, MATERIALS, SERVICES, INFORMATION OR FUNCTIONS MADE ACCESSIBLE BY THE SITE, ANY PRODUCTS OR SERVICES OF OR HYPERTEXT LINKS TO, THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE. THE COMPANY MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN UNDER ANY DIRECT OR INDIRECT CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO THE COMPANY’S NEGLIGENCE. YOU SPECIFICALLY WAIVE ALL RIGHTS AGAINST THE COMPANY, ITS AGENTS, EMPLOYEES, MEMBERS, DIRECTORS AND OFFICERS FOR ANY CLAIM OF NEGLIGENT LIABILITY AND FURTHER AGREE TO DEFEND THE COMPANY, ITS AGENTS, EMPLOYEES, MEMBERS, DIRECTORS AND OFFICERS FOR ANY CLAIM OF NEGLIGENT LIABILITY BROUGHT BY ANY PERSON THAT YOU RECEIVED A REFERRAL FROM OR SENT A REFERRAL TO OR ANY CLIENT THAT YOU RECEIVED AS A REFERRAL OR MADE AS A REFERRAL ON THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, SERVICES OR ANY MATERIALS ON THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. THE COMPANY ASSUMES NO LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY MESSAGE.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS AFFILIATES, SUBSIDIARIES, INVESTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE AND THE CONTENT, MATERIALS, SERVICES AND FUNCTIONS IN THE SITE, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF SUCH ENTITIES OR AN AUTHORIZED REPRESENTATIVE THEREOF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. WHERE STATES DO NOT ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE DAMAGES SHALL BE LIMITED TO THE GREATEST EXTENT ALLOWABLE BY SUCH STATE. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY, ITS AFFILIATES, SUBSIDIARIES, INVESTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS AND CONDITIONS OF USE OR YOUR USE OF THE SITE OR SERVICES EXCEED, IN THE AGGREGATE, THE ANNUAL AMOUNT PAID BY YOU AS A MEMBER SUBSCRIPTION FEE.
You specifically grant a general release in favor of the Company for any disputes that may arise between Members. Furthermore, you expressly waive all rights under Section 1542 of the California Civil Code, which provides that ‘A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which if known by him or her must have materially affected his or her settlement with the debtor.’
You hereby indemnify, defend, and hold harmless the Company and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, members, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of or relating to your use or misuse of the Site or any breach by you of the representations, warranties, and covenants you have made by agreeing to the Terms. You shall cooperate as fully as reasonably required in the defense of any such claim. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Your use of the Site is subject to your ongoing compliance with the Terms. You acknowledge and agree that the Company may terminate and/or suspend your access to any portion of the Site for any reason, including your failure to comply with the Terms or any other guidelines and rules published by the Company. Any such termination or suspension shall be at the Company’s sole discretion and may occur without prior notice, or any notice. The Company further reserves the right to terminate or suspend any Member’s access to the Site or to any portion of the Site for any conduct that the Company, in its sole discretion, believes is or may be directly or indirectly harmful to other Members, to the Company or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. The Company may terminate and/or suspend your access if it detects or has reason to suspect any breach of security or unauthorized use of your account. The Company further reserves the right to terminate or suspend any Member’s access to the Site or to any portion of the Site for non-payment of annual Member Subscription Fees, for non-payment of Referral Lead Fees, or for non-payment of any other fees or revenues due to the Company. Upon termination, all licenses and other rights granted to you in these Terms will immediately cease. THE COMPANY MAY ALSO SUSPEND OR TERMINATE YOUR ACCOUNT FOR ANY STATE ACTION AGAINST YOUR LAW LICENSE WHICH MAY INCLUDE, BUT IS NOT LIMITED TO, SUSPENSION, DISBARMENT, OR OTHER DISCIPLINARY ACTIONS.
CODE OF CONDUCT
In using the Site, you must behave in a civil and respectful manner at all times. Further, you agree to all of the following:
If you have provided a Username and/or password, then you are responsible for maintaining the confidentiality of your Username and/or password.
You are responsible for all activity that occurs under your account.
You are solely responsible for your conduct and any material that you submit, post, and display on the Site, or that you allow others to submit, post, and/or display on the Site under your account.
You will not harass, threaten, impersonate, or intimidate other Members.
You will treat all confidential information received from another Member on the Site as confidential information pursuant to traditional legal ethics.
You will not upload, post, e-mail, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, pornographic, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
You will not upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, affiliate links, or any other form of solicitation.
You will not transmit any worms, viruses, or any code of a destructive nature.
You must not violate any Federal, State or local laws in your jurisdiction (including but not limited to intellectual property laws).
You must not attempt to restrict another Member from using or enjoying the Site and you must not encourage or facilitate violations of the Terms or any other Company rules or regulations.
You will not use the Site for any illegal or unauthorized purpose.
You must not change, modify, adapt or alter the Site or change, modify or alter another website so as to falsely imply that it is associated with the Site.
If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content in your jurisdiction as well as all U.S. law.
You will not create multiple accounts with the intention of artificially inflating ratings or exploiting other features in the Site.
You will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the owner to post the material and grant the Company all of the license rights granted herein.
You shall be solely responsible for your submissions and the consequences of posting or publishing them.
You will not use the rating system in a malicious way to harm another Member or to provide an unfair advantage to yourself.
If you discover that a non-attorney member (such as an Expert, Nurse Consultant, Court Reporter, etc.) has false or misleading information in their profile, you should report this immediately to the Company.
BILLING, PLAN MODIFICATIONS AND PAYMENTS
General Billing Terms
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). We will charge your credit card on file for such Taxes if we believe that we have a legal obligation to do so and you agree to pay such Taxes if so charged.
You agree to set up your credit card account information (or to be included in your firm’s credit card account) to keep on file with us to provide for payment of all fees. If you pay by credit card, you agree to update all account information that results in any changes to the credit card or (e.g. upon card renewal). You agree that we may automatically charge your credit card you have on file with us for all fees as they become due. You agree to maintain sufficient credit available on your credit card to pay all fees when due. You will automatically receive a receipt for payment of fees from us upon our charging your credit card. For Referral Lead Fees, your receipt for payment shall be included in the email and/or account notification of a Referral Lead.
We may, at our sole discretion, choose to offer credits or other discounts for the Site in various ways, including but not limited to, coupons, promotional campaigns and referrals. The Company reserves the right to award credits at its sole discretion. Credits have no monetary or cash value and can only be used by you to offset stated Subscription charges. Credits may only be applied to Subscription charges specifically identified by the Company when issuing the credit. Credits can only be used by you and are non-transferable. To the extent that you have been awarded credits, unless the instrument (including any coupon) states an earlier expiration date, these credits shall expire and no longer be redeemable ninety (90) days from the date the credit was issued.
Billing Member Subscription and Referral Lead Fees
Unless otherwise indicated on a form referencing the Terms, all charges associated with your access to and use of the Site (Subscription Fees) are due in full upon commencement of your subscription to the Site, which shall be defined as your registration on the Site. You will be charged the stated Subscription Fees upon your registration to the Site and your monthly Subscription Fees will renew on the same date each month thereafter, unless a calendar month does not have that particular date in the month, in which case you will be charged on the last day of the calendar month. You will be charged the Referral Lead Fee upon our sending of an email and/or platform notification to you of a referral to you. The Referral Lead Fee is charged regardless of outcome and whether or not you take a case with the referred client and even if you have a conflict of interest with the referred client and cannot accept the referred client. If you or your firm’s credit card is denied as we attempt to charge it, or if you do not update payment information upon our request, in addition to our other remedies, we may suspend or terminate access to and use of the Site by you. No refunds or credits for Subscription Fees, Referral Lead Fees or other fees or payments will be provided to you for any reason. Your membership subscription is automatically renewed each month (so long as you are a Member in good standing and have not been suspended or terminated for any reason) unless you specifically request a termination of service. You may request a termination of service by notifying the Company of your desire to terminate use of the Site. This is accomplished by sending an email to firstname.lastname@example.org. The Company will terminate your use of the Site and stop collecting fees from you within seven (7) business days of receipt of your termination email.
We provide priority support via email only to paid Members at email@example.com. The Company may initiate a telephone call or other contact with you, but does not accept questions or comments via any method other than by email. We do not guarantee a specific response time and we do not provide a service level agreement. In general, we operate weekdays from Monday to Friday, 9am to 5pm Eastern time and your email will usually receive a response within one working day, but may take longer when we experience high traffic loads or during public holidays. Priority support is offered on a per-Member basis. This means that we may limit the amount of support we provide to an individual customer. Our priority support offered to Members is generally limited to 10 emails to our support team per year. We reserve the right to decline further support or charge for additional support beyond the 10 emails. We also reserve the right to immediately terminate service to the Site without a refund if a customer is insulting or abusive to our support team. We endeavor to provide you with excellent customer service and we have included this clause to protect our support team and to prevent one single Member from overloading our support system or abusing our services, thereby impacting the quality of support that other Members receive.
OTHER TERMS AND REQUIREMENTS
You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of the Terms or your rights under the Terms or delegate performance of your duties under the Terms without our prior consent. We may, without your consent, assign our rights and obligations under the Terms in connection with any merger or change of control of the Company or the sale of all or substantially all of our assets. Should any successor not agree to fulfill the obligations of the Site pursuant to the Terms, the Company agrees that you become eligible for a refund of one month’s Subscription Fees and you agree that this is your only remedy against the Company for failure of any successor to fulfill the obligations of the Site. You also agree that after thirty (30) days, the Company shall have no obligation for the acts of any successor to the Site. Should you qualify for a refund of one month’s Subscription Fees, you shall request the refund by contacting firstname.lastname@example.org. and specifically referencing this section of the Terms. All automatic renewals and all payment of Subscription Fees and Referral Lead Fees and any other fees of the Site may continue with any successor or a successor may institute its own fee structure. Subject to the foregoing restrictions, the Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
The Terms, together with any other rules or regulations posted on the Site, constitute the entire agreement, and supersede any and all prior agreements between you and the Company with regard to the subject matter hereof. Except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. Notwithstanding the foregoing, additional terms may apply to certain features, functionality, or services of the Site (“Additional Terms”) and we will notify you of such Additional Terms prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in your account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when you activate the feature, functionality, or service. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control. Headings and captions in the Terms and any Additional Terms are for ease of use and reference only.
As previously stated, we may amend the Terms from time to time, in which case the amended Terms will supersede prior versions. Amendments to the Terms will be effective upon the Company’s posting of such updated Terms at this location. Your continued access or use of the Site after such posting constitutes your consent to be bound by the Terms, as amended. If you object to any amended Terms, your sole recourse shall be to discontinue the use of the Site upon your first visit to the Site after such an amendment has been posted. Our failure to enforce at any time any provision of the Terms does not constitute a waiver of that provision or of any other provision of the Terms.
The invalidity or unenforceability of any particular part or provision of the Terms shall not affect the other provisions hereof (and portions thereof), and the remaining parts and provisions of the Terms which can be separated from the invalid, unenforceable provision or provisions shall continue in full force and effect to the greatest extent possible. Both Company and you hereby confer upon any court of competent authority the power to replace any such invalid or unenforceable provision or provisions with such other enforceable and valid provision or provisions as shall be as near as may be possible to the original provision or provisions in form and effect.
Failure to insist on strict performance of any of the provisions contained within the Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver by the Company of any right under the Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Export Compliance and Use Restrictions
The Site and other software or components of the Site that we may provide or make available to you could potentially be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to your access to and use of the Site. You shall not access or use the Site if you are located in any jurisdiction in which the provision of the Site is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and you shall not provide access to the Site to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) you are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you shall not permit others under your control to access or use the Site in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) you shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you are located.
Relationship of the Parties; Third Parties
The parties are independent contractors. The Terms do not create a partnership, franchise, joint venture, agency, fiduciary, employment or any other relationship among the parties. There are no third party beneficiaries and there are no third party rights extended under these Terms.
To the maximum extent possible under the law, provisions relating to a Member’s obligations under the Terms shall survive termination of that Member’s account access unless such survival of obligation is clearly relieved in the Terms.
All notices to be provided by the Company to you under the Terms may be delivered to you by the
Company in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by you; or (b) electronic mail to the electronic mail address provided for your registered account. If you are required to provide notice to the Company under the Terms, you must provide such notice in writing by Courier or U.S. Mail to the applicable following address:
ProXchange Legal, LLC
1935 Commerce Lane
Jupiter, FL 33458
All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. Additionally, all complaints should be submitted in writing to the address listed above.
Governing Law, Venue & Disputes
The Terms shall be governed by the laws of the State of Florida. Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts with jurisdiction in Palm Beach County, Florida, for a resolution of all disputes arising out of the construction, interpretation, or enforcement of any provision of the Terms, and each party hereby waives the claim or defense that such courts constitute an inconvenient forum. EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT OR PRIVILEGE OF A TRIAL BY JURY IN CONNECTION WITH ANY SUCH MATTER. In the event any litigation or any similar proceeding (collectively, “Litigation”) is commenced or defended by any party claiming, in such Litigation or defense, a breach of the Terms by the other party, or attempting to enforce any right or remedy under the Terms, or seeking an interpretation or construction of the Terms, and, in the event such commencing or defending party is successful on the merits of such claim or defense, and substantially prevails in the Litigation (a “Prevailing Party”), the party against whom such claim is made or such defense is asserted shall pay to the Prevailing Party all costs and expenses, including, without limitation, court costs, attorneys’ fees, and costs of expert witnesses and investigation (whether at trial, upon appeal, or during pre-trial investigation), of the Prevailing Party in prosecuting such claim or establishing such defense.
A printed version of the Terms and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Federal Government End Use Provisions
If you are a U.S. federal government department or agency or contracting on behalf of such department or agency, the services identified on the Site are a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Site is licensed to you with only those rights as provided under the terms and conditions of the Terms.
Reservation of Rights
Any rights not expressly granted by the Company herein are reserved to the Company.
Access to and use of password protected and/or secure areas of the Site is restricted to authorized Members only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution. You are solely responsible for the protection of your own unique password.
Company shall not be liable for any losses arising out of the delay or interruption of its performance of obligations due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions by a third party, infiltration or disruption of the Site by a third party, or other catastrophes or occurrences that are beyond Company's reasonable control.