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UpCounsel, Inc. Terms of Use (Effective as of March 21, 2014)

This Terms of Service is intended to give our users an explanation of our service and what they agree to by using our service.

Any [GREEN] highlighted language is intended to be filled in by the user. Any [YELLOW] highlighted language is considered optional or conditional by the attorney community. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Service for more details.

 

UpCounsel, Inc. Terms of Use

Effective as of March 21, 2014

Terms of Use Summary

For your convenience, UpCounsel offers this summary of our Terms of Use in a non-binding summary format as well as the full legalese, below. Please understand that this is not a complete outline of the UpCounsel Terms of Use; it is a preview of significant user rights and responsibilities. Please read the entire Terms of Use document carefully.

·       UpCounsel provides a platform for collaboration and communication between legal professionals and Users seeking legal assistance. UpCounsel is not a law firm or an attorney referral service, and does not guarantee results. Please use UpCounsel responsibly, and please read more about our service in Section 2 below.

·       You are responsible for the security of your account, and for all activities that take place under your account. Please read more about user responsibilities in Section 3 below.

·       Certain conduct, such as use of the service for illegal activity, is not permitted on UpCounsel. Please read more about user conduct in Section 4 below.

·       Certain content, such as threatening posts or content that violates another party’s intellectual property rights, is not permitted on UpCounsel. UpCounsel has the right to remove User-Generated Content that violates our policies. Please read more about User-Generated Content in Section 5 below.

·       Certain special terms govern UpCounsel’s Consultant Users. For instance:

o   Consultant Users are not the employees or agents of UpCounsel.

o   No attorney-client relationship is formed with UpCounsel, and no duty of confidentiality arises, through use of the UpCounsel website, including posting of jobs.

o   An attorney-client relationship may be formed through use of the service between Users and Consultant Users.

o   Consultant Users are solely responsible for ensuring that any information, solicitations, or advertisements they post on the UpCounsel website comply with all applicable laws and rules of professional conduct.

o   UpCounsel does not make any kind of guarantee as to the legal ability, competence, or quality of the Consultant Users who may be listed on our website.

o   While UpCounsel takes every reasonable effort to verify that our Verified Consultant Users are licensed attorneys, UpCounsel does not screen, monitor, or endorse our Consultant Users, except for activities described here in connection with Verified professionals. It is the responsibility of users to take precautions.

o   UpCounsel services are offered free of charge to Users except for a processing fee applied to transactions on UpCounsel..

·       Please read more about Consultant Users in Section 6 below.

·       UpCounsel complies with the Digital Millennium Copyright Act’s safe harbor provisions. If you believe that materials located on or linked to by UpCounsel violates your copyright, you are encouraged to notify UpCounsel in accordance with UpCounsel’s Digital Millennium Copyright Act Policy. Please read more about UpCounsel’s DMCA Policy in Section 8 below.

·       UpCounsel may send you email as part of its service. You may opt out of email communications. Please read more about email communications in Section 10 below.

·       UpCounsel may modify these terms at any time. However, UpCounsel will notify you of material changes to the terms by posting a notice on its homepage and/or sending an email to the email address you provided to UpCounsel upon registration. Please read more about modification of these terms of use in Section 17 below.

·       Please see UpCounsel’s Privacy Policy for more information about user rights on UpCounsel.

·       Please see the full Terms for more information.

Thank you for choosing UpCounsel as the platform for your legal experience. The following Terms of Use govern all use of the Service via the website located at http://www.upcounsel.com/ and all content, services, and products available at or through the Website.

We understand that reading Terms of Use agreements is a chore, but please read this agreement carefully before using the UpCounsel website. It discusses the nature of UpCounsel’s service; the rules UpCounsel expects users to follow on our website and its service; the relationship between UpCounsel, our users, and our consultant users; and the legal details that control these rules and relationships. Because it is such an important contract between us and you, our users, we have tried to make it as clear and user-friendly as possible.

By accessing or using any part of the website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any of our services. The website is available only to individuals who are at least 18 years old.

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UpCounsel Terms of Use

 

1.     Definitions. The following terms are used throughout the agreement, and have specific meanings. You should know what each of the terms means.

a.     The term “Service” refers to the services provided by UpCounsel, including without limitation access to UpCounsel’s online community; communication tools; document management and storage solutions; and payment services. UpCounsel does not provide an attorney referral service. We provide a venue for our Users to meet and exchange information with our Consultant Users.

b.     The term “Agreement” refers, collectively, to all the terms, conditions, and notices contained or referenced in this document (the “Terms of Use”) anbody>

c.     The “Website” refers to UpCounsel’s website located at http://www.upcounsel.com, all subpages and subdomains, and all content, services, and products available at or through the Website.

d.     “UpCounsel,” “We,” and “Us” refer to UpCounsel, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees. Consultant Users are not part of UpCounsel.

e.     “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 Job Poster, a Consultant User, both, or neither.

f.      “Consultant Users” refer to registered consultant users in the legal field who may provide contracting or consulting work to UpCounsel Users, who communicate with Consultant Users via the Service. Consultant Users are not the employees or agents of UpCounsel. Please see Section 6 of this Agreement for more information about Consultant Users.

g.     “Job Posters” refer to Users who submit offers to solicit Consultant Users for contracting or consulting work for a fee (“Jobs”). Consultant Users may submit proposals (“Bids”) for such Jobs. Please see Section 6(c) for more information about Jobs, Bids, and Job Posters.

h.     “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 UpCounsel User (Job Poster or Consultant User).

2.     About the UpCounsel Service. The UpCounsel Service is a platform for collaboration and communication between legal professionals and Users seeking legal help. The UpCounsel Service provides access to UpCounsel’s virtual community of professional Consultant Users; easy collaboration through UpCounsel’s communication management tools; document management and storage; and simple, secure payment and invoicing tools.

a.     UpCounsel Is Not A Law Firm. UpCounsel does not offer legal representation. UpCounsel does not offer any legal advice, legal opinions, recommendations, referrals, or counseling. Consultant Users are not the employees or agents of UpCounsel. UpCounsel is not involved in agreements between Users or in the representation of Users. At no point may UpCounsel be held liable for the actions or omissions of any Consultant User performing consulting services for you.

b.     UpCounsel Is Not An Attorney Referral Service. UpCounsel is not an attorney referral service. UpCounsel does not select or endorse any individual Consultant User to service a User. UpCounsel takes every reasonable effort to verify that our Verified Consultant Users are licensed attorneys. We do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Consultant User. UpCounsel does not warrant or guarantee that Consultant Users are covered by professional liability insurance. UpCounsel encourages Job Posters to research any Consultant User before accepting professional advice.

c.     UpCounsel does not vouch for any of its Users. Providing a service where potential clients and legal professionals can meet does not imply an endorsement of any subscribing attorney or service provider. UpCounsel does not sanction statements an attorney may post on the system. UpCounsel makes no representation concerning the qualifications of non-attorney legal service providers.

 d.     UpCounsel Does Not Guarantee Results. From time to time, Job Posters may submit reviews of Consultant Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. UpCounsel will have no responsibility or liability of any kind for any User-Generated Content or legal advice you encounter on or through the Website, and any use or reliance on User-Generated Content or legal advice is solely at your own risk.

e.     Use of UpCounsel Does Not Create An Attorney-Client Relationship With UpCounsel. UpCounsel does not offer legal advice or services. Any use of the UpCounsel Service is not intended to, and does not, create an attorney-client relationship. Any communication via UpCounsel may not be held confidential. UpCounsel is not liable for the actions or omissions of any Consultant User performing consulting services for you.

3.     User Responsibilities. 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.

a.     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 UpCounsel. 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 UpCounsel immediately of any unauthorized use of account, or any other breaches of security. We 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.

b.     Relationship With Consultant Users. Because we cannot guarantee the fitness of any of our Consultant Users for your specific needs, we encourage Job Posters to research any Consultant User before accepting professional advice. Job Posters may also request a written legal engagement agreement specifying the terms, scope, limitations, and conditions of the representation.

c.     No Reliance On User-Generated Content. User-Generated Content posted on the Website, such as blog posts, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate. User-Generated Content is not a substitute for professional legal advice or a solicitation to offer legal advice regarding specific facts. You should not delay or forego seeking legal advice or disregard professional legal advice based on User-Generated Content. Delay in seeking such legal advice could result in waiver of any claims you may have, depending on the applicable statute(s) of limitation. User-Generated Content is not regulated by any state or national bar association.

d.     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 UpCounsel policies.

4.     Use and Conduct Restrictions. You are allowed to use the service as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close accounts if we need to.

             a.     Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images,                       or other information) that 

                         i.     is unlawful or promotes unlawful activitie

                         ii.     defames, harasses, abuses, threatens, or incites violence towards any individual or group

                         iii.     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

                        iv.     is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters,                                                  any nother form of unauthorized solicitation, or any form of lottery or gambling;

                         v.     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;

                       vi.      infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of                                                                     publicity, or other rights

                      vii.      impersonates any person or entity, including any of our employees or representatives; or

                     viii.      violates the privacy of any third party.

b.     Users Must Be Over Age 18. You represent that you are over the age of 18. UpCounsel does not target our Content to children or teenagers under 18, and we do 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.

c.     No Liability For User Interactions; UpCounsel 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 interactions with the Service.

d.     Right to Terminate Accounts. We have 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.

5.     User-Generated Content. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.

a.     Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.

b.     Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.

c.     UpCounsel 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 UpCounsel policy or is in any way harmful, inappropriate, or objectionable. UpCounsel further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.

d.     Ownership of User-Generated Content. Except for Content that originates from UpCounsel, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post. You may control access to your User-Generated Content through settings in your user account.

e.     License Grant. Solely to allow UpCounsel to use Content you upload to the Service reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Website, you expressly grant UpCounsel and our successors a worldwide, sublicenseable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with UpCounsel’s business purpose. This license does not grant UpCounsel the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.

6.     Consultant Users. Consultant Users are independent legal professionals who offer to perform consulting services for Job Posters. They are not employees of UpCounsel.

a.     No Attorney-Client Relationship Through Website Use. Use of the UpCounsel Website may not form an attorney-client relationship with Consultant Users. Information posted or made available on or through the Website, including, without limitation, any responses to legal questions posted on the Website; information in UpCounsel’s Guides and Documents; information posted publicly on the Website; or information sent in an unsolicited message to a User is not intended as legal advice, is not confidential, and does not create an attorney-client relationship. It is considered User-Generated Content. 

b.     Attorney-Client Relationship Through Service Use. An attorney-client relationship may be formed through the use of the Service between Users and Consultant Users only. Job Posters may post Jobs through the Service. Consultant Users may submit Bids and negotiate details of these Jobs prior to acceptance. Upon acceptance, the scope of a Consultant User’s representation is strictly limited to the matter agreed upon in the Bid. A Bid is not a substitute for an in-person or telephone consultation with an attorney licensed to practice in your jurisdiction about your specific legal issue, and you should not rely upon information contained in a Bid as legal advice. UpCounsel 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 UpCounsel Service, such as via telephone.

c.     User Responsibilities. Consultant Users 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, including those concerning the unauthorized practice of law and those regulating the form, manner or content of communications with clients, advertising, or other matters.

d.     Payment of Consultant Users. Certain specific terms govern Consultant Users and payment.

                       i.     UpCounsel Is Not A Party To Contracts. Job Posters may contract with Consultant Users through posting and acceptance of Jobs. Such contracts are solely between the Job Poster and the Consultant User. UpCounsel will not be a party to any contracts for Jobs submitted through our Service, unless posted by an UpCounsel officer. UpCounsel facilitates these contracts by supplying a platform for communication management and payment tools.

                       ii.     All Legal Fees Are Paid To Consultant Users. UpCounsel does neither provide nor charge for legal services. UpCounsel may charge a small transaction fee for each Job facilitated by UpCounsel in exchange for the services UpCounsel provides to our Users

                      iii.     Consultant Users Must Receive Payment Through The Service For All User Transactions. Consultant Users who receive Jobs through the Service must receive payment through the Service relating to that User. UpCounsel will terminate a Consultant User’s access to and use of the Website if such Consultant User is found to be accepting payment outside the Service for clients found through the Service.

                      iv.     Use of Coupons Does Not Imply An Attorney-Client Relationship. From time to time, Job Posters will have access to discounts supplied by the Service which, in part, use UpCounsel funds to pay for a portion of the legal fees paid by Job Posters to Consultant Users. The use of such coupons does not imply any attorney-client relationship between UpCounsel and the Consultant User where a coupon is used for any paid billings from a Job Poster.

7.     Third Party Content. There may be content from third parties on UpCounsel’s website, such as blog posts written by other users or links to other websites. Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.

a.     Access To Third Party Content. By using the Service, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Service is consent for UpCounsel to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.

b.     No Responsibility For Third Party Content. As part of the Service, UpCounsel may provide you with convenient links to third party website(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Service subscribers. We have no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we  adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than UpCounsel. We are not responsible for any Third Party Content accessed through our Website. If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.

c.     No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by UpCounsel’s terms and conditions.

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

a.     Termination of Repeat Infringer Accounts. UpCounsel 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 to be a repeat infringer of the copyrights or other intellectual property rights of UpCounsel or others. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

b.     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 UpCounsel’s designated copyright agent at 2042 Larkin St., San Francisco, CA 94109.

c.     Response To DMCA Take-Down Notices. If UpCounsel 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 UpCounsel. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as ChillingEffects.org.

d.     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 UpCounsel’s copyright agent using the contact information set forth above.

e.     Response to DMCA Counter-Notices. If a counter-notice is received by UpCounsel’s copyright agent, UpCounsel 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.

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

a.     No Transfer. UpCounsel 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 us to you any UpCounsel or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.

b.     Specifically, UpCounsel, upcounsel.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 UpCounsel, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from UpCounsel, except as an integral part of any authorized copy of the Content.

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

a.     Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from UpCounsel 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 UpCounsel 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.

b.     Legal Notice To UpCounsel Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to UpCounsel or any of our officers, employees, agents or representatives in any situation where notice to UpCounsel is required by contract or any law or regulation.

11.  Termination. You may cancel this agreement and close your account at any time. Termination of the UpCounsel Service does not terminate attorney-client relationships or obligations. 

a.     You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using UpCounsel. If you wish to delete your User account data, please contact UpCounsel at info@upcounsel.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.

b.     UpCounsel May Terminate This Agreement. UpCounsel 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.

c.     Relationships Between Attorney And Client Survive Termination. Termination of your relationship with UpCounsel does not affect your relationship with any consultant or client you have retained through the UpCounsel Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the UpCounsel relationship.

d.     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.

12.  Payment and Transactions.

a.     Payment Process. Payment will be processed as specified in the Bid pr an invoice and agreed upon by the Job Poster and the Consultant User. When a Job is marked as completed by the Consultant User, UpCounsel will inform the Job Poster that the Job is complete. The Job Poster must then pay the agreed-upon amount or request changes. If the Job Poster has taken no action after 10 business days, UpCounsel will have the right to charge the Job Poster's credit card or PayPal account for the full amount of the agreed-upon fee or undisputed final invoice, in addition to UpCounsel’s processing fee, if any. The Job Poster may submit disputes over payment to info@upcounsel.com.

b.     Authorization. By agreeing to these terms, you are giving UpCounsel permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for UpCounsel. Depending on your Bid specifications, UpCounsel may charge you on a one-time or recurring basis. You authorize UpCounsel to charge you the full amount owed to any Consultant User via the Service, as well as UpCounsel’s processing fee, if any.

c.     Responsibility For Payment. You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay the Consultant User through UpCounsel the amount agreed on in the Bid or undisputed final invoice , unless you dispute the matter by sending email to info@upcounsel.com. You are responsible for providing us with a valid means of payment.

d.     UpCounsel’s Responsibility. UpCounsel agrees to present you with a full invoice of each charge in advance of charging your credit card or PayPal account. UpCounsel agrees to pay the applicable Consultant User the amount received, less UpCounsel’s processing fee, if any.

e.      UpCounsel’s Processing Fee.  An applicable processing fee (3.5% to15%) may be applied to payments to Consultant Users prior to deposit in their bank account.

13.  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.

a.     UpCounsel provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, UpCounsel 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.

b.     Specifically, UpCounsel 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.

14.  Limitation of Liability. We 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.

a.     To the extent permitted by applicable law, in no event will UpCounsel 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 UpCounsel or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not UpCounsel 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. UpCounsel 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.

15.  Third Party Beneficiaries. Consultant Users 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. UpCounsel 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 UpCounsel or a Consultant User 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 UpCounsel or contributors of User-Generated Content are advised of the possibility of such damages. Neither UpCounsel 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.

16.  Release and Indemnification.

a.     You agree to indemnify and hold harmless UpCounsel 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.

b.     If you have a dispute with one or more Users, you release UpCounsel 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.”

17.  Modification of Terms of Use. UpCounsel may modify this Agreement, but we will notify Users of changes that affect your rights.

a.     UpCounsel may amend this Agreement at any time by posting a revised version on the Website. Each revised version will state its effective date, which will be on or after the date posted by UpCounsel. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms..

18.  Miscellaneous. This agreement is controlled by California law. You, and you alone, are responsible for any obligations you agree to under this contract. If we are involved in a merger or we are bought, we may transfer this agreement, 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.

a.     Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and UpCounsel 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 California, without regard to conflict of law provisions. You and UpCounsel agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California, except as provided below in this Agreement.

b.     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 UpCounsel 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.

c.     Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with UpCounsel must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

d.     Arbitration. Should a dispute arise between you and UpCounsel, we would like to provide you with a neutral and cost-effective means of resolving the dispute quickly. Therefore, for any claim (except for claims for injunctive or equitable relief or claims regarding intellectual property rights) under this Agreement where the total amount of the award sought is less than $10,000, either party may elect to resolve any dispute arising under this Agreement through binding non-appearance-based arbitration. The party electing arbitration must initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

e.     Non-Assignability. UpCounsel may assign or delegate these Terms of Use and/or the UpCounsel 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 UpCounsel’s prior written consent, and any unauthorized assignment and delegation by you is void.

f.      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.

g.     Complete Agreement. These terms of use, together with the Privacy Policy at http://www.upcounsel.com/privacy, represent the complete and exclusive statement of the agreement between you and UpCounsel. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and UpCounsel relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized UpCounsel executive, or by the posting by UpCounsel of a revised version.

h.     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.

You acknowledge that you have read these Terms of Use, understand the Terms of Use, and will be bound by these terms and conditions.

 

This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

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