EFFECTIVE AS OF: July 24, 2020

 

1. Definition 

a)    LAW FIRM” refers to and includes any entity legally conducting legal work in any jurisdiction.

b)    LAW CLERKS” refers to all independent contractors who are not yet bar certified, but are either attending law schools with ABA accreditation, waiting for admission to the jurisdiction where Law Firm is located once approved for admission from the state where Law Firm is located, or practicing attorneys who are not bar certified in the jurisdiction where Law Firm is located.

c)     “ATTORNEYS” refers to lawyers who are independent contractors and certified to practice law in the jurisdiction where Law Firm is located.

d)    “CREDENTIALS” refers to Law Clerks’ or Attorneys writing sample, resume and law school transcript.

e)     “SERVICE FEE” refers to the amount paid to Attornneed for services rendered.

f)     “THE SERVICE” refers to the services provided by Attornneed, including without limitation access to Attornneed’s Software; communication tools; document management and storage solutions; and payment services. Attornneed does not provide an attorney referral service or serve as an employment agency or professional employment organization. We provide a venue for our Users to meet and exchange information with other Users

g)    “SERVICE PACKAGE” refers to pre-purchased hours with Law Clerks or Attorneys to perform specific legal assignments or duties to be performed within deadline provided.

i)      Number of hours purchased: Law Firm Agrees to purchase a pre-determined number of hours for each package unless conducting transaction on a flat fee basis;

ii)    Fee per hour: Law Firm agrees to pay hours calculated at a rate it determines as long as said rate meets state and local minimum wage requirements.   

iii)  Scope of Law Clerks or Attorneys Responsibilities: While Law Firm is directly responsible for assigning projects to Law Clerk or Attorney, such projects must be directly linked to legal work. Such projects that are considered legal work include, but are not limited to:

(1)  Legal research using Westlaw, Lexis, Bloomberg, or any common search engine that allows Law Clerk or Attorney to access legal documents relevant to their research;

(2)  (For Attorneys Only) Court appearances, conducting depositions, attending trials, and attending mediations or arbitrations;  

(3)  Drafting discovery-related documents, dispositive motions, and other legal documents that related to outstanding litigations in state or federal court;

(4)  Preparing Law Firm attorneys to conduct examinations under oath—including depositions as well as direct or cross examinations;

(5)  Preparing contracts, and other agreements relevant to Law Firm’s practice

(6)  Drafting corporate agreements;

(7)  Preparing legal documents for corporate transactions.

h)    “ATTORNNEED” refers to “This is Attornneed Corporation” an S Corporation domiciled in New York. 

i)      The “WEBSITE AND SOFTWARE” stands for the internet platform Attornneed uses to perform services.

j)     “USERS” shall mean Law Firms, Law Clerks, and Attorneys collectively.

 

 

2. About the Attornneed Software

a)    Attornneed Software is a platform for collaboration and communication between Users seeking legal project assistance. The Attornneed Software provides access to Attornneed’s virtual community of Users; easy collaboration through Attornneed’s communication management tools; document management and storage; and simple, secure payment and invoicing tools.

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

c)     Attornneed Is Not An Attorney Referral Service or Professional Employment Organization. Attornneed is not an attorney referral service or Professional employment Organization. Attornneed does not select or endorse any individual User. Some Users are not licensed attorneys; accordingly, we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any User beyond our confidential screening and registration standards.

d)    Attornneed does not vouch for any of its Users. Attornneed simply provides a platform on which those seeking Law Clerk or Attorney level assistance on a legal matter may communicate and transact with Users. Attornneed does not endorse any of its Users and does not sanction statements that Users make on the platform. Attornneed makes no representation concerning the qualifications of non-attorney (Law Clerk) legal service providers beyond our confidential screening and registration standards.

e)     Attornneed Does Not Guarantee Results. From time to time, Users may submit reviews of other Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. Attornneed will have no responsibility or liability of any kind for any User-Generated Content or legal services 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.

f)     Use of Attornneed Does Not Create An Attorney-Client Relationship With Attornneed. Attornneed does not offer legal advice or services. Any use of the Attornneed Software is not intended to and does not create an attorney-client relationship. Any communication via Attornneed may not be held confidential. Attornneed is not liable for the actions or omissions of any User.

 

3. User

a)    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.

b)    User Account Security. If you sign up for the Software, you will create a personalized account that includes a unique username and a password to access the Software and to receive messages from Attornneed. 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 Attornneed immediately of any unauthorized use of the 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.’

c)     Relationship with Users. Because we cannot guarantee the fitness of any of our Users for your specific needs, we encourage Users to research any User before engaging with User. Users are encouraged to engage with other Users prior to contracting with them and utilize personal vetting measures. Users may also request a written legal engagement agreement specifying the terms, scope, limitations, and conditions of the representation.

d)    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.

e)     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 Software will be solely for purposes that are permitted by this Agreement; (iii) your use of the Software will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Software will comply with all local, state and federal laws, rules, and regulations, and with all other Attornneed policies.

f)     Use and Conduct Restrictions. You are allowed to use the Software 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 Software. We are not responsible for the Content our users post, and we have the right to close accounts if we choose to.

g)    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 activity

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 other 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.

h)    Users Must Be Over Age 21. You represent that you are over the age of 21. Attornneed does not target our Content to children or teenagers under 18, and we do not permit any Users under 21 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.

i)      No Liability for User Interactions; Attornneed 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 Software is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service, though not the specifics of your legal interactions.

j)     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 Software to any User for any reason, with or without prior notice.

k)    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.

i)      Responsibility for User-Generated Content. You may create Content, written or otherwise while using the Software (“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.

ii)    Right to Post. You may 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.

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

iv)   Ownership of User-Generated Content. Except for Content that originates from Attornneed, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. Users retain all ownership and control of User generated Content.

v)    License Grant. Solely to allow Attornneed 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 Attornneed and our successors a worldwide, sublicensable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with Attornneed’s business purpose. This license does not grant Attornneed 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.

l)      User Screening. 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. Attornneed 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 Attornneed Service, such as via telephone or email.

m)  User Responsibilities. 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 User Clients through the Website or the Service, fully comply with all applicable laws and rules of professional conduct, including the unauthorized practice of law and those regulating the form, manner or Content of communications with clients, advertising, or other matters.

n)    Pre-Screening- Users must meet certain internal Attornneed requirements to conduct business on the Attornneed platform. Attornneed’s confidential screening standards do not, in any way, purport to make any fit for use recommendations.

o)    Payment of Users. Certain specific terms govern Users and payment.

 

 

4. No Waivers and No Warranties

a)    No Attorney-Client Relationship through Website Use. Use of the Attornneed Website does not form an attorney-client relationship with 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 Attornneed’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 only through the use of the Service between Users. Users may post Jobs through the Service. Users may submit Bids and negotiate details of these Jobs prior to acceptance. Upon acceptance, the scope of a User’s representation is strictly limited to the matter agreed upon in the Bid unless Users subsequently formalize their arrangement via a signed engagement letter or other written Agreement, in which case the most recent written Agreement would take precedence over a previously accepted proposal.

c)     Malpractice Insurance. Law Firms and Attorney warrant and represent that they are licensed attorneys legally practicing in one or multiple jurisdictions within the fifty states or the District of Columbia. Attorney users may or may not carry malpractice insurance. Attornneed makes no warranties regarding the license or insurance status of Law Firms or Attorneys.

d)    Attornneed Is Not A Party To Contracts. Attorney Users may contract through posting and acceptance of Jobs. Such contracts are solely between the Users. Attornneed will not be a party to any contracts for Jobs submitted through our Service, unless posted by an Attornneed officer. Attornneed facilitates these contracts by supplying a platform for communication management and payment tools.

e)     All Legal Fees Are Paid To Users. Attornneed does not provide legal services and does not charge for legal services. Payments made to Users via Stripe™, a platform contracted by Attornneed to process payments by and between Users, are transferred directly to the User’s payment account, less any associated service, and processing fees (e.g., credit card fees).

f)     Users Shall Send and Receive Payment Through Stripe™ For All User Transactions. Users who receive Jobs through the Service shall receive payment through Stripe™ for all transactions related to that User, including subsequent transactions not necessarily related to the initial Job. If an Attorney-Client is either unwilling or unable to make payment via Stripe™, User agrees to notify Attornneed of any new payment arrangement. Payment between Users, made outside of Stripe™ without prior Notification to Attornneed, constitutes a full waiver by both parties of Attornneed’s payment guarantee/dispute protections as discussed in Sections 14 and 15 below, even as they may relate to prior payments made within the Service.

g)    Disclaimer of Warranties. We provide our Software as is, and we make no promises or guarantees about this Service. Please read this section carefully; you should understand what to expect.

i)      Attornneed provides the Website and the Software “as is,” without warranty of any kind. Without limiting the foregoing, Attornneed 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.

ii)    Specifically, Attornneed 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.

 

5. Contingent Recruiting & Fee Schedule

a)    In the event that a Law Firm employs a Law Clerk or Attorney it met, directly or indirectly, under this agreement, the Law Firm employing the Law Clerk or Attorney shall pay to Attornneed the following: 

i)      Recruiting Fee. The Recruiting Fee shall be equal to:

(1)  Seven hundred and fifty dollars ($750.00) if the Law Clerk or Attorney is hired as a legal intern, law clerk, support staff, on independent contractor prior to receiving a license’ or practicing lawfully in any jurisdiction; AND

(2)  Five Thousand Dollars ($5,000.00) if the Law Clerk or attorney becomes a full-time associate within 36 months of the date of initial contact through this service or on the Attornneed Software, or if Law Firm hires an Attorney who Attornneed referred to Law Firm.

 

6. Disintermediation Policy and Fees

a)    The Law Firm acknowledges that Attornneed uses substantial labor and effort to connect Law firm and Law Clerks or Attorneys.  Except as provided in Section 4 above, Law Firm represents and warrants that it will not circumvent, or attempt to circumvent, Attornneed or this Agreement, or in any way procure legal services from Attornneed Law Clerks or Attorneys that it contacted through the Attornneed service or software outside of the bounds of this contract, without Attornneed’s prior written consent. Should Law Firm breach its warranty in this section, that Law Firm shall pay Attornneed a one-time fee equal to the greater of: 1) twenty percent (20%) of the Law Clerks or Attorneys estimated annual compensation from Law Firm; or 2) $12,500. Upon payment of the aforementioned fees described in this Section, Attornneed shall provide written consent for the Law Firm to engage with Law Clerk or Attorney outside of this contract and off of the Attornneed Platform. 

 

7. Third-party Content

a)    Third-Party Content. There may be content from third parties on Attornneed’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.

ii)    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 Attornneed to present this Content to you. You acknowledge all responsibility for and assume all risk for, your use of Third Party Content.

iii)  No Responsibility For Third Party Content. As part of the Service, Attornneed 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 Attornneed. 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.

iv)   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 Attornneed’s terms and conditions.

 

8. Copyright Infringement and DMCA Policy

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

i)      Termination of Repeat Infringer Accounts. Attornneed 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 Attornneed 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.

ii)    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 at 837 Jersey Ave, 5L, Jersey City NJ, 07310.

iii)  Response To DMCA Take-Down Notices. If Attornneed 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 Attornneed. Any DMCA infringement notice may be forwarded to the party that made the Content available or to third parties.

iv)   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 Attornneed’s copyright agent using the contact information set forth above.

v)    Response to DMCA Counter-Notices. If a counter-notice is received by Attornneed’s copyright agent, Attornneed 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.

b)    Intellectual Property Notice. Attornneed retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.

i)      No Transfer. Attornneed retains ownership of all intellectual property rights of any kind related to the Website and Software, 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 Attornneed 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.

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

 

9. Communication

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

b)    Electronic Communications Required. For contractual purposes, your consent to receive communications from Attornneed in an electronic form via the email address you have submitted or via the Service; and

i)      Agree that all Terms of Use, agreements, notices, disclosures, and other communications that Attornneed 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.

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

 

10. Terminations

a)    Termination. You may cancel this Agreement and close your account at any time. Termination of the Attornneed Service does not terminate attorney-client relationships or obligations.

b)    You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using Attornneed. If you wish to delete your User account data, please contact Attornneed at Reza.Yassi@Attornneed.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.

c)     Attornneed May Terminate This Agreement. Attornneed 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.

d)    Relationships Between Users Survive Termination. Termination of your relationship with Attornneed does not affect your relationship with any consultant or client you have retained through the Attornneed Service. All legal, contractual, and ethical duties, obligations, and responsibilities survive termination of the Attornneed relationship.

e)     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.

 

11. Payment and Transactions

a)    Payment and Transactions.

i)      Payment Process. User Clients shall pay Attornneed the agreed-upon fee of the Service requested from Users in full. Attornneed shall hold all fees paid by Attorney Users until User submits their complete and final work product to User Client. At such point, User Client may approve or disapprove of the work product completed by the User. If the User Client approves of the work product, then Attornneed shall provide payment to the User from the Attornneed account. If the User Client disapproves of the User’s work product, then Attornneed shall contact the User Client to allow User to modify and revise the work. If the work performed is still unsatisfactory after a second opportunity, Attornneed shall refund the User Client’s payment in full within 14 business days. Nothing in this paragraph shall invalidate the conditions set forth in Section 16 (Attorney Client-Student User Dispute Resolution Procedures).

ii)    Responsibility for Payment. You are responsible for all fees, including taxes, Service, and processing fees, associated with your use of the Service. By using the Service, you agree to pay the User through Attornneed the amount agreed on in the Bid or undisputed invoice, and the associated service and processing fees, unless you dispute the invoice by sending an email to info@Attornneed.com and adhere to the other conditions set forth in Section 16 (Attorney Client-User Dispute Resolution Procedures). You are responsible for providing us with a valid means of payment.

iii)  Attornneed’s Responsibility. Attornneed shall present you with a full invoice of each charge in advance of charging your credit card

iv)   Attornneed agrees to pay the applicable User the amount received, less Service, or processing fees if any.

v)    Payment Authorization. By agreeing to these terms, you are giving Attornneed permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize Attornneed to satisfy. Depending on your Bid specifications, Attornneed may charge you on a one-time or recurring basis. You authorize Attornneed to charge you the full amount owed to any User via the Service, as well as any applicable service and processing fees. For the avoidance of doubt, in the event that in a particular instance a User only uses the Services to invoice you for services other than those which are the subject of a Bid, by placing your credit card or PayPal account on file with Attornneed or our third-party payment processor, you acknowledge and agree that the payment terms set forth in this Section 14 shall apply.

b)    Verified User Limited Payment Guarantee. Attornneed guarantees the payment of each Verified User’s invoice for the completion of Jobs (or a segment thereof as pre-agreed in writing by the Attorney-Client and the User) for Attorney Clients (Attornneed’s “Limited Payment Guarantee”), subject to the following terms and conditions (the “Limited Payment Guarantee Conditions”):

i)      The Attorney-Client has failed to satisfy Attornneed’s invoice (the dollar amount of such invoice, the “Unpaid Invoiced Amount”) by the end of twenty-four hours after the invoice has been submitted (such date, the “Attorney-Client Payment Due Date”).

ii)    The User has submitted to Attornneed a written claim for the Unpaid Invoiced Amount (i) within a twenty-one calendar day period, beginning on the day immediately following the Attorney-Client Payment Due Date (such period, the “Verified User Claim Submission Period”) and (ii) provide in reasonable detail the facts and circumstances of the Job, including any rationale provided by the Attorney-Client for his/her failure to make such payment and/or any rationale the attorney can in good faith speculate on as to why client refuses to make payment (such claim, a “Limited Payment Guarantee Request”). Failure to submit the Limited Payment Guarantee Request within the Verified User Claim Submission Period shall constitute such User’s permanent waiver of his or her right to receive the Unpaid Invoiced Amount from any person or entity, including Attornneed and the Attorney-Client. To the extent that Attornneed determines in its sole and absolute discretion that it is commercially reasonable to do so, it may continue its collection efforts with the Attorney-Client, and if successful, the Verified User will receive his/her portion of the collected amount, minus any reasonable Attornneed out-of-pocket collection expenses, pursuant to Section 14 above.

iii)  In the event that the User does submit a Limited Payment Guarantee Request within the Claim Submission Period, and such request contains the information set forth in clause 15.b. above, Attornneed will attempt in good faith to work with the Attorney-Client and User for a period of up to seven calendar days from the date of the Limited Payment Guarantee Request (such period, hereinafter the “Payment-Related Disputed Matter Mediation Period”) to resolve the matter which is the subject of the Limited Payment Guarantee Request (the “Payment-Related Disputed Matter”). In the event that the Payment-Related Disputed Matter is successfully resolved within the Payment-Related Disputed Matter Mediation Period, each of the Attorney-Client, User, and, if relevant, Attornneed will take the agreed-upon steps to execute the agreed-upon resolution.

iv)   In the event that the Payment-Related Disputed Matter remains unresolved at the conclusion of the Payment-Related Disputed Matter Mediation Period, by no later than the seventh calendar day after the end of the Payment-Related Disputed Matter Mediation Period (the date such determination is communicated in writing to the Attorney-Client and Verified User Consultant, the “Attornneed Disputed-Amount Determination Date”), Attornneed shall make a determination in its sole and absolute discretion (the “Attornneed Disputed Matter Decision”), based upon the information theretofore provided by Verified User and, if provided, the Attorney-Client, as to whether the nature and quality of the legal services rendered in connection with the related Job are consistent with industry standards, the provisions of the related Bid and these Terms and Conditions.  Should Attornneed decide the Payment-Related Disputed Matter in favor of the Verified User, Attornneed shall remit the Unpaid Invoiced Amount to the Verified User within seven calendar days after the Attornneed Disputed-Amount Determination Date, and the Verified User shall be deemed to have assigned all of his or her rights with respect to the Payment-Related Disputed Matter to Attornneed.  Notwithstanding anything stated herein or otherwise to the contrary, the dollar amount sought under this Section 15 shall not exceed the amount initially contracted between Attorney-Client and Verified User in relation to the Job or an amount subsequently agreed to in a signed engagement letter or other written Agreement between the parties, and in any event shall never exceed $5,000 in aggregate across all unpaid invoices sent by the Verified User to the Attorney-Client.

v)    Should Attornneed decide the Payment-Related Disputed Matter in favor of the Attorney-Client, the Attorney-Client shall no longer be obligated to make payment of the Unpaid Invoiced Amount to the Verified User and shall be deemed to have assigned all of his or her rights with respect to the Payment-Related Disputed Matter to Attornneed as of the Attornneed Disputed-Amount Determination Date. In such event, the Verified User shall (i) be deemed to have waived his or her rights to seek such amounts from the Attorney-Client, and (ii) have the right to initiate binding arbitration proceedings with respect to the Unpaid Invoiced Amount against Attornneed which are equivalent to those proceedings set forth in Section 21.d. hereof (Arbitration) by providing Attornneed with written notice of his or her exercise of such right within ten (10) calendar days after the end of the Attornneed Disputed-Amount Determination Date (such period, the “Payment-Dispute Arbitration Election Time Period”).  In the event that the Verified User does not exercise his or her right to initiate arbitration proceedings during the Payment Dispute Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Unpaid Invoiced Amount.

vi)   Should Attornneed become aware that an Attorney Client’s on-file credit card, PayPal account, or other approved methods of payment are no longer valid, or should Attornneed become aware that an Attorney-Client is, without valid cause, either unwilling or unable to make payment for the Job or any other Job or Unpaid Invoice on Attornneed, Attornneed will notify that Attorney Client’s Verified User/Users of the potential issue related to payment (herein “the Notification”). All services performed by the Verified User prior to the Notification are subject to the “Limited Payment Guarantee,” though all services performed by the Verified User subsequent to the Notification will not be subject to the “Limited Payment Guarantee.” Should the Verified User submit an invoice to the Attorney-Client for services performed subsequent to the Notification, Attornneed will still make efforts to collect payment for those services performed by the Verified User.

 

12. User Dispute Resolution Procedures

a)    In the event that an Attorney-Client has a good faith belief that the nature or quality of the work rendered by a User in connection with the relevant Job is not consistent with industry standards or the provisions of the related Bid or these Terms and Conditions, or the amounts invoiced for the legal services provided by such User are not consistent with such Bid (such matter, a “Services-Related Disputed Matter”), he or she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (the “Withheld Payment Amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):

i)      Within 24 hours of the date of the related invoice (such period, the “Attorney-Client Dispute Notice Period”), the Attorney-Client shall provide written notice to Attornneed setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter (each, a “Services-Related Dispute Notice”).  The Attorney Client’s failure to submit a Services-Related Dispute Notice within the Attorney-Client Dispute Notice Period shall constitute such Attorney Client’s permanent waiver of his or her right to dispute the Withheld Payment Amounts, which amounts will be charged to the Attorney Client’s on-file credit card, PayPal account, or other approved methods of payment in accordance with these Terms of Use.

ii)    In the event that the Attorney-Client does submit a Services-Related Dispute Notice within the Attorney-Client Dispute Notice Period, and such request contains the information set forth above, Attornneed will attempt in good faith to work with the Attorney-Client and Verified User for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice (such period, the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter.  In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Attorney-Client, Verified User, and, if relevant, Attornneed will take the agreed-upon steps to execute the agreed-upon resolution.

iii)  In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, Attornneed shall make a determination in its sole and absolute discretion (the “Attornneed Services-Related Disputed Matter Decision”), and based upon the information theretofore provided by the Attorney-Client and Verified User, as to whether the nature and quality of the legal services rendered in connection with the Job which is the subject of the Services-Related Disputed Matter were consistent with industry standards, the provisions of the related Bid and these Terms and Conditions. Should Attornneed decide the Services-Related Disputed Matter in favor of the Verified User, the Attorney-Client shall be obligated to make payment of the Withheld Payment Amounts to such User within the seven (7) calendar day period after the date on which such Attorney-Client is notified in writing of the Attornneed Services-Related Disputed Matter Decision (the “Attornneed Services-Related Disputed Matter Decision Notice”).  In the event that the Attorney-Client fails to make timely payment, Attornneed will remit the Withheld Payment Amounts to the Verified User who will assign his or her rights to reimbursement for such amounts to Attornneed which may, in its sole discretion, process payment pursuant to Section 13.d and/or elect to pursue its rights and remedies against the Attorney-Client.

iv)   Should Attornneed decide the Services-Related Disputed Matter in favor of the Attorney-Client, the Attorney-Client shall no longer be obligated to make payment of the Withheld Payment Amounts to the Verified User and shall be deemed to have assigned all of his or her rights with respect to the Services-Related Disputed Matter to Attornneed. In such event, the Verified User shall (i) be deemed to have waived his or her rights to seek such amounts from the Attorney-Client, and (ii) have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts against Attornneed which are equivalent to those proceedings set forth in Section 21.d. hereof (Arbitration) by providing Attornneed with written notice of his or her exercise of such right within ten (10) calendar days after the date of the Services-Related Disputed Matter Decision Notice (such period, the “Services-Related Arbitration Election Time Period”).  In the event that the Verified User does not exercise his or her right to initiate arbitration proceedings during the Services-Related Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Withheld Payment Amounts.

v)    In the event that the Verified User and Attorney-Client have both timely availed themselves of the rights set forth in Section 14 and Section 15, the procedures set forth in Section 15 shall take precedent over the proceedings set forth in Section 14, and the Verified User Consultant agrees to permanently waive his or her right to pursue his or her rights set forth in Section 13 with respect to the facts and circumstances underlying the Payment-Related Disputed Matter. The procedures set forth in this Section 15 shall be referred to herein as the “Alternative Dispute Resolution Procedures.”

 

13. Limitation of Liability

a)    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.

b)    To the extent permitted by applicable law, in no event will Attornneed 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)      your use or inability to use the Service;

ii)    the Service generally or the software or systems that make the Service available; or

iii)  any other interactions with Attornneed or any Law Clerk or Attorney of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Attornneed 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. Attornneed will have no liability for any failure or delay due to matters beyond our reasonable control.

c)     Third-Party Beneficiaries. 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. Attornneed 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 a particular purpose, to the fullest extent permitted by law. In no event will Attornneed or a 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 Attornneed or contributors of User-Generated Content are advised of the possibility of such damages. Neither Attornneed 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.

 

14. Release and Indemnification

a)    Release and Indemnification.

i)      You agree to indemnify and hold harmless Attornneed 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.

ii)    If you have a dispute with one or more Law Clerk or Attorney, you release Attornneed 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.

 

15. Modification of Terms of Use

a)    Attornneed may amend this Agreement from time to time, and in Attornneed’s sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page.  Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

 

16. Dispute resolution and Arbitration

a)    Attornneed is committed to participating in a consumer-friendly dispute resolution process. This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against Attornneed in the United States (to the extent not in conflict with Section 21).

b)    Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Attornneed each agree to notify the other party of the Dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Attornneed’s customer service team by emailing us. If, after a good faith effort to negotiate one of us feels the Dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA, and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

c)     Agreement to Arbitrate. You and Attornneed mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Attornneed Service (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Attornneed agree that the arbitrator will decide that issue.

d)    Exceptions to Arbitration Agreement. You and Attornneed each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

e)     Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Attornneed agrees that any required arbitration hearing may be conducted, at your option, 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.

f)     Modification of AAA Rules - Attorney’s Fees and Costs. You and Attornneed each agree that either party may be entitled to seek an award of attorney fees and expenses if they prevail in arbitration, to the extent provided under applicable law and the AAA rules.

g)    Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

h)    Jury Trial Waiver. You and Attornneed acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

i)      No Class Actions or Representative Proceedings. You and Attornneed acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Attornneed both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

j)     Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.

k)    Changes. Notwithstanding the provisions (“Modification of these Terms”), if Attornneed changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within three (3) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Attornneed’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Attornneed in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

 

17. Miscellaneous

a)    This Agreement is controlled by New York 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.

b)    Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and Attornneed 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 New York, without regard to conflict of law provisions. You and Attornneed agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of New York, New York, except as provided below in this Agreement.

c)     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 Attornneed 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.

d)    You agree that any cause of action related to or arising out of your relationship with Attornneed must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

e)     Non-Assignability. Attornneed may assign or delegate these Terms of Use and/or the Attornneed 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 Attornneed’s prior written consent, and any unauthorized assignment and delegation by you are 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 https://www.Attornneed.com/privacypolicy, represent the complete and exclusive statement of the Agreement between you and Attornneed. This Agreement supersedes any proposal or prior Agreement oral or written, and any other communications between you and Attornneed relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized Attornneed executive, or by the posting by Attornneed 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.