GoodBusinessLawyer.com Terms of Use

1.     Definitions. The following terms are used throughout these Terms of Use and have specific meanings.

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

b.     The term “Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.

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

d.     “GoodBusinessLawyer.com,” “We,” and “Us” refer to GoodBusinessLawyer.com, Inc., as well as our affiliates, directors, subsidiaries, officers, and employees. Independent Contractors are not part of GoodBusinessLawyer.com.

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 Legal Client, a Independent Contractor, both, or neither.

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

g.     “Legal Clients” refer to 1) Users who submit requests for proposals from Independent Contractors for providing legal services for a fee (“Jobs”); and 2) Users who contract with Independent Contractors for additional work beyond the initial Job which established the Independent Contractor-Legal Client relationship.

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 GoodBusinessLawyer.com User (Legal Client or Independent Contractor).

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

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

b.     GoodBusinessLawyer.com Is Not An Attorney Referral Service. GoodBusinessLawyer.com is not an attorney referral service. GoodBusinessLawyer.com does not select or endorse any individual Independent Contractor to service a User. While GoodBusinessLawyer.com uses commercially reasonable efforts to verify that our registered Independent Contractors are licensed attorneys (i.e., Verified Independent Contractors), we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Independent Contractor, whether a registered or Verified Independent Contractor . GoodBusinessLawyer.com does not warrant or guarantee that Independent Contractors are covered by professional liability insurance. GoodBusinessLawyer.com encourages Legal Clients to research any Independent Contractor before accepting professional advice.

c.     GoodBusinessLawyer.com 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. GoodBusinessLawyer.com does not sanction statements an attorney may post on the system. GoodBusinessLawyer.com makes no representation concerning the qualifications of non-attorney legal service providers.

 d.     GoodBusinessLawyer.com Does Not Guarantee Results. From time to time, Legal Clients may submit reviews of Independent Contractors; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. GoodBusinessLawyer.com 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 GoodBusinessLawyer.com Does Not Create An Attorney-Client Relationship With GoodBusinessLawyer.com. GoodBusinessLawyer.com does not offer legal advice or services. Any use of the GoodBusinessLawyer.com Service is not intended to, and does not, create an attorney-client relationship. Any communication via GoodBusinessLawyer.com may not be held confidential. GoodBusinessLawyer.com is not liable for the actions or omissions of any Independent Contractor 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 GoodBusinessLawyer.com. 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 GoodBusinessLawyer.com 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 Independent Contractors. Because we cannot guarantee the fitness of any of our Independent Contractors for your specific needs, we encourage Legal Clients to research any Independent Contractor before accepting professional advice. Legal Clients 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 GoodBusinessLawyer.com policies.

4.     Use and Conduct Restrictions. 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 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.

b.     Users Must Be Over Age 18. You represent that you are over the age of 18. GoodBusinessLawyer.com 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; GoodBusinessLawyer.com 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.     GoodBusinessLawyer.com 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 GoodBusinessLawyer.com policy or is in any way harmful, inappropriate, or objectionable. GoodBusinessLawyer.com 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 GoodBusinessLawyer.com, 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 GoodBusinessLawyer.com 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 GoodBusinessLawyer.com 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 GoodBusinessLawyer.com’s business purpose. This license does not grant GoodBusinessLawyer.com 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.     Independent Contractors. Independent Contractors are independent legal professionals who offer to perform consulting services for prospective Legal Clients. They are not employees of GoodBusinessLawyer.com.

a.     No Attorney-Client Relationship through Website Use. Use of the GoodBusinessLawyer.com Website may not form an attorney-client relationship with Independent Contractors. Information posted or made available on or through the Website, including, without limitation, any responses to legal questions posted on the Website; information in GoodBusinessLawyer.com’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 Independent Contractors only. Legal Clients may post Jobs through the Service. Independent Contractors may submit Bids and negotiate details of these Jobs prior to acceptance. Upon acceptance, the scope of a Independent Contractor’s representation is strictly limited to the matter agreed upon in the Bid unless Legal Client and Independent Contractor 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. 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. GoodBusinessLawyer.com 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 GoodBusinessLawyer.com Service, such as via telephone.

c.     User Responsibilities. Independent Contractors 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 Independent Contractors. Certain specific terms govern Independent Contractors and payment.

                       i.     GoodBusinessLawyer.com Is Not A Party To Contracts. Legal Clients may contract with Independent Contractors through posting and acceptance of Jobs. Such contracts are solely between the Legal Client and the Independent Contractor. GoodBusinessLawyer.com will not be a party to any contracts for Jobs submitted through our Service, unless posted by an GoodBusinessLawyer.com officer. GoodBusinessLawyer.com facilitates these contracts by supplying a platform for communication management and payment tools.

                       ii.     All Legal Fees Are Paid To Independent Contractors. GoodBusinessLawyer.com does neither provide nor charge for legal services. GoodBusinessLawyer.com may charge a transaction fee for each Job facilitated by GoodBusinessLawyer.com in exchange for the services GoodBusinessLawyer.com provides to our Users/Independent Contractors. Independent Contractors incur a service fee of 15% of the hours they bill through the platform. This service fee is no way changes the independent contractor relationship – Independent Contractors are in no way employees of GoodBusinessLawyer.com

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

iv. Opt-Out: If the Independent Contractor and User found one another via GoodBusinessLawyer.com and wish to negotiate a fulltime employment offer outside of GoodBusinessLawyer.com, the Independent Contractor and User may opt out of this agreement by paying 15% of the Independent Contractor's fulltime salary to GoodBusinessLawyer.com, due 30 days after the attorney begins the fulltime job. There will be no refund for the 15% opt-out fee regardless of the attorney's performance at the full time position nor for any other reason.

                      iv.     Use of Coupons Does Not Imply An Attorney-Client Relationship. From time to time, Legal Clients will have access to discounts supplied by the Service which, in part, use GoodBusinessLawyer.com funds to pay for a portion of the legal fees paid by Legal Clients to Independent Contractors. The use of such coupons does not imply any attorney-client relationship between GoodBusinessLawyer.com and the Independent Contractor where a coupon is used for any paid billings from a Legal Client.

7.     Third Party Content. There may be content from third parties on GoodBusinessLawyer.com’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 GoodBusinessLawyer.com 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, GoodBusinessLawyer.com 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 GoodBusinessLawyer.com. 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 GoodBusinessLawyer.com’s terms and conditions.

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

a.     Termination of Repeat Infringer Accounts. GoodBusinessLawyer.com 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 GoodBusinessLawyer.com 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 GoodBusinessLawyer.com’s designated copyright agent at 2042 Larkin St., San Francisco, CA 94109.

c.     Response To DMCA Take-Down Notices. If GoodBusinessLawyer.com 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 GoodBusinessLawyer.com. 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 GoodBusinessLawyer.com’s copyright agent using the contact information set forth above.

e.     Response to DMCA Counter-Notices. If a counter-notice is received by GoodBusinessLawyer.com’s copyright agent, GoodBusinessLawyer.com 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. GoodBusinessLawyer.com retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.

a.     No Transfer. GoodBusinessLawyer.com 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 GoodBusinessLawyer.com 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, GoodBusinessLawyer.com, GoodBusinessLawyer.com.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 GoodBusinessLawyer.com, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from GoodBusinessLawyer.com, 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 GoodBusinessLawyer.com 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 GoodBusinessLawyer.com 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 GoodBusinessLawyer.com Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to GoodBusinessLawyer.com or any of our officers, employees, agents or representatives in any situation where notice to GoodBusinessLawyer.com 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 GoodBusinessLawyer.com 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 GoodBusinessLawyer.com. If you wish to delete your User account data, please contact GoodBusinessLawyer.com at info@GoodBusinessLawyer.com.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.     GoodBusinessLawyer.com May Terminate This Agreement. GoodBusinessLawyer.com 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 GoodBusinessLawyer.com does not affect your relationship with any consultant or client you have retained through the GoodBusinessLawyer.com Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the GoodBusinessLawyer.com 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 proposal and/or invoice and agreed upon by the Legal Client and the Independent Contractor. When a Job (or a segment thereof as pre-agreed in writing by the Legal Client and the Independent Contractor) is marked as completed by the Independent Contractor, GoodBusinessLawyer.com will inform the Legal Client that the Job (or a segment thereof as pre-agreed in writing by the Legal Client and the Independent Contractor) is complete. The Legal Client must then pay the agreed-upon amount or request changes. If the Legal Client has taken no action after 10 business days, GoodBusinessLawyer.com will have the right to charge the Legal Client's credit card, bank account, or PayPal account for the full amount of the agreed-upon fee or undisputed invoice, in addition to GoodBusinessLawyer.com’s processing fee, if any. The Legal Client may submit disputes over payment to info@GoodBusinessLawyer.com.com provided that he or she adheres to the other conditions set forth in Section 14 (Legal Client-Independent Contractor Dispute Resolution Procedures).

b.     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 Independent Contractor through GoodBusinessLawyer.com the amount agreed on in the Bid or undisputed invoice, unless you dispute the matter by sending an email to info@GoodBusinessLawyer.com.com and adhere to the other conditions set forth in Section 14 (Legal Client-Independent Contractor Dispute Resolution Procedures). You are responsible for providing us with a valid means of payment.

c.     GoodBusinessLawyer.com’s Responsibility. GoodBusinessLawyer.com agrees to present you with a full invoice of each charge in advance of charging your credit card or PayPal account. GoodBusinessLawyer.com agrees to pay the applicable Independent Contractor the amount received, less GoodBusinessLawyer.com’s processing fee, if any.

d.     Payment Authorization. By agreeing to these terms, you are giving GoodBusinessLawyer.com permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize GoodBusinessLawyer.com to satisfy. Depending on your Bid specifications, GoodBusinessLawyer.com may charge you on a one-time or recurring basis. You authorize GoodBusinessLawyer.com to charge you the full amount owed to any Independent Contractor via the Service, as well as GoodBusinessLawyer.com’s processing fee, if any. For the avoidance of doubt, in the event that in a particular instance a Independent Contractor only uses the Services to invoice you for legal services other than those which are the subject of a Bid, by placing your credit card or PayPal account on file with GoodBusinessLawyer.com or our third party payment processor, you acknowledge and agree that the payment terms set forth in this Section 12 shall apply.

e.      Processing Fee Authorization.  An applicable processing fee may be applied to payments to Independent Contractors prior to deposit in their bank account. By agreeing to these terms, you are giving GoodBusinessLawyer.com permission to charge this fee and are fully aware that it is part of the transaction between yourself and the Independent Contractor.

 

14.  Legal Client-Verified Independent Contractor Dispute Resolution Procedures. In the event that a Legal Client has a good faith belief that the nature or quality of the legal services rendered by a Verified Independent Contractor in connection with the relevant Job are not consistent with industry standards or the provisions of the related Bid or these Terms and Conditions, or the amounts invoiced for the legal services provided by such Independent Contractor 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”):

a. Within ten (10) calendar days of the date of the related invoice (such period, the “Legal Client Dispute Notice Period”), the Legal Client shall provide written notice to GoodBusinessLawyer.com 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 Legal Client’s failure to submit a Services-Related Dispute Notice within the Legal Client Dispute Notice Period shall constitute such Legal Client’s permanent waiver of his or her right to dispute the Withheld Payment Amounts, which amounts will be charged to the Legal Client’s on-file credit card, PayPal account, or other approved methods of payment in accordance with Section 12.d. of these Terms of Use.

b. In the event that the Legal Client does submit a Services-Related Dispute Notice within the Legal Client Dispute Notice Period, and such request contains the information set forth in clause 14.a. above, GoodBusinessLawyer.com will attempt in good faith to work with the Legal Client and Verified Independent Contractor 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 Legal Client, Verified Independent Contractor and, if relevant, GoodBusinessLawyer.com will take the agreed upon steps to execute the agreed-upon resolution.

c. 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, GoodBusinessLawyer.com shall make a determination in its sole and absolute discretion (the “GoodBusinessLawyer.com Services-Related Disputed Matter Decision”), and based upon the information theretofore provided by the Legal Client and Verified Independent Contractor, 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 GoodBusinessLawyer.com decide the Services-Related Disputed Matter in favor of the Verified Independent Contractor, the Legal Client shall be obligated to make payment of the Withheld Payment Amounts to such Independent Contractor within the seven (7) calendar day period after the date on which such Legal Client is notified in writing of the GoodBusinessLawyer.com Services-Related Disputed Matter Decision (the “GoodBusinessLawyer.com Services-Related Disputed Matter Decision Notice”). In the event that the Legal Client fails to make timely payment, GoodBusinessLawyer.com will remit the Withheld Payment Amounts to the Verified Independent Contractor who will assign his or her rights to reimbursement for such amounts to GoodBusinessLawyer.com which may, in its sole discretion, process payment pursuant to Section 12.d and/or elect to pursue its rights and remedies against the Legal Client.

d. Should GoodBusinessLawyer.com decide the Services-Related Disputed Matter in favor of the Legal Client, the Legal Client shall no longer be obligated to make payment of the Withheld Payment Amounts to the Verified Independent Contractor and shall be deemed to have assigned all of his or her rights with respect to the Services-Related Disputed Matter to GoodBusinessLawyer.com. In such event, the Verified Independent Contractor shall (i) be deemed to have waived his or her rights to seek such amounts from the Legal Client, and (ii) have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts against GoodBusinessLawyer.com which are equivalent to those proceedings set forth in Section 20.d. hereof (Arbitration) by providing GoodBusinessLawyer.com 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 Independent Contractor 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.

In the event that the Verified Independent Contractor and Legal Client have both timely availed themselves of the rights set forth in Section 13 and Section 14, the procedures set forth in Section 14 shall take precedent over the proceedings set forth in Section 13 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 14 shall be referred to herein as the “Alternative Dispute Resolution Procedures”.

15.  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.     GoodBusinessLawyer.com provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, GoodBusinessLawyer.com 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, GoodBusinessLawyer.com 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.

16.  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 GoodBusinessLawyer.com 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 GoodBusinessLawyer.com or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not GoodBusinessLawyer.com 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. GoodBusinessLawyer.com 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.

17.  Third Party Beneficiaries. Independent Contractors 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. GoodBusinessLawyer.com 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 GoodBusinessLawyer.com or a Independent Contractor 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 GoodBusinessLawyer.com or contributors of User-Generated Content are advised of the possibility of such damages. Neither GoodBusinessLawyer.com 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.

18.  Release and Indemnification.

a.     You agree to indemnify and hold harmless GoodBusinessLawyer.com 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 GoodBusinessLawyer.com 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.”


 

19.  Modification of Terms of Use. GoodBusinessLawyer.com may amend this Agreement from time to time, and in GoodBusinessLawyer.com’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.

20.  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 GoodBusinessLawyer.com 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 Texas, without regard to conflict of law provisions. You and GoodBusinessLawyer.com agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Austin, TX, 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 GoodBusinessLawyer.com 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 GoodBusinessLawyer.com 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 GoodBusinessLawyer.com, 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 , 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. GoodBusinessLawyer.com may assign or delegate these Terms of Use and/or the GoodBusinessLawyer.com 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 GoodBusinessLawyer.com’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 https://www.GoodBusinessLawyer.com.com/privacypolicy, represent the complete and exclusive statement of the agreement between you and GoodBusinessLawyer.com. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and GoodBusinessLawyer.com relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized GoodBusinessLawyer.com executive, or by the posting by GoodBusinessLawyer.com 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.