Thank you for visiting our website (the “Site”). These terms and conditions (the “Terms”), are a legal agreement between you (“you” or “your”) and Justice Gap Solutions LLC, d/b/a Justice For Me, a Texas limited liability company, and any of our subsidiaries, parents, subsidiaries of parents, or our corporate affiliates (collectively referred to as “Justice For Me,” “us,” “we,” or “our”).
The Agreement governs your use of all software Services made available through the Site, as well as all mobile applications that link to or reference the Agreement. The underlying transactions related to the financing and purchase of account balances are governed by other agreements, including the Notice of Credit Approval & Attorney-Client Consent, the Attorney-Client Account Agreement, the Disclosure & Consent to Credit Review and Assignment of Account, and the Accounts Purchase & Market Information Agreement.
- “Confidential Information” shall mean the Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of the Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.
- “Content” shall mean any information you upload or post to or through the Service and any information provided by you to us in connection with the Service.
- “Client Member” shall mean any Site Member who has created, and is approved by us to create, an Account to receive professional services from other Site Members.
- “Financed Account Balance” shall mean a certain account balance between a Professional Member and Client Member financed pursuant to the Financing Agreements.
- “Financing Agreements” shall mean the agreements executed by Professional Members, Client Members, and us in connection with the financing of certain Professional Member account balances, including the Notice of Credit Approval & Attorney-Client Consent, the Attorney-Client Account Agreement, the Disclosure & Consent to Credit Review and Assignment of Account, and the Accounts Purchase & Market Information Agreement.
- “Professional Member” shall mean any Site Member who has created, and is approved by us to create, an Account to provide professional services to other Site Members.
- “Service” shall mean the Site and any Software provided by us through the Site, a mobile application, or otherwise.
- “Site Content” shall mean the Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof).
- “Site Member” shall mean any User who has created an Account, and shall include any present or former agent, representative, partner, member, independent contractor, employee, temporary employee, servant, attorney and any entity or person who had authority to act on the such User’s behalf.
- “Software” shall mean the certain software made available to you from the Site together with all files and images contained in the software and accompanying data.
- “User” or “you” or “your” shall mean any user of the Services, whether or not such user has created an Account, and shall include any present or former agent, representative, partner, member, independent contractor, employee, temporary employee, servant, attorney and any entity or person who had authority to act on your behalf. Without limiting the foregoing, Users shall include Site Members.
2. Limited License and Restrictions on Use.
- Limited License. You are granted a non-exclusive, non-transferable, limited license to access and use the Services. We reserve the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that we shall provide Site Members with 30-days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes your acceptance of the modification.
- Personal Use Only. You may not resell, redistribute or recirculate or make any other commercial use of, or create derivative works or materials utilizing any portion of, the Site.
- Interference with Intellectual Property or Advertising. You may not remove, alter, interfere with, or circumvent any copyright, trademark, or other proprietary notices on the Site.
- Copying. You may not reproduce, distribute, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without our express consent.
- Mining. You may not use any software robots, spider, crawlers, or other data gathering or extraction tools, whether automated or manual, to mine or aggregate data from the Site.
- Denial of Service Attacks. You may not take any action that may impose an unreasonable burden or load on the Site or its servers and infrastructures.
- Reverse Engineering. You may not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website to falsely imply that it is associated with the Service, us, or any other software or service provided by us.
- Interference with Functionality of Site. You may not use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site. You may not use any device, software, or routine that interferes with the proper working of the Site. You may not introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful. You may not attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Website is stored, or any server, computer, or database connected to the Site. You may not otherwise attempt to interfere with the proper working of the Site.
- Interference with Security Features. You may not access content or data not intended for you, or logging onto a server or account that you are not authorized to access. You may not attempt to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization. You may not interfere or attempt to interfere with our services to any Site Member, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, flooding, spamming, mail bombing, or crashing the Site. You may not use the Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services. You may not forge any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Site. You may not attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to any form any of the source code used by Us to provide and maintain the Site.
3. Content Standards.
Site Member Content must in its entirety comply with all applicable federal, state, local, and international laws and regulations. We reserve the right to terminate your distribution of any such prohibited material, and, to delete any such prohibited material from the Site and our servers. We intend to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of the Agreement or of any applicable laws. Without limiting the foregoing, Site Member Content must not:
- Post, upload, or promote any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with the Agreements;
- Be likely to deceive any person;
- Promote any illegal activity, or advocate, promote, or assist any unlawful act;
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising;
- Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
4. Access to Services and Access Security.
- 18 Years of Age and Older. Our Site is only for use by users who are at least 18 years old and reside in the United States, its territories and possessions, or Site Members of at least 18 years old that are outside the U.S. that consent to use the Site according to U.S. laws, the Agreements. By using the Site, you acknowledge that You meet these eligibility and residency requirements.
- Internet Outages. Our Site may be subject to limitations, delays, outages, and other problems that are inherent in the use of the Internet, software, and other electronic communications. We are not responsible for such delays, failures, or other damages that result from such problems.
- Account Registration. You must provide personal information, including your name and email, to create an account on the Site that will allow You to access the professional services platform (“Account”). When you register for an Account and at our discretion, your Account will be subject to verification, including, but not limited to, validation against government or other third-party databases to confirm your identity. You authorize us, directly or through third parties, to confirm your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. You must provide us with information about you and your business that we request.
- Account Credentials. We will provide mechanisms to access your Account that allow for user password management, transmit passwords entered in a secure format, and protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices. You will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service. You will also be responsible for implementing policies and procedures to prevent unauthorized use of usernames and passwords and will promptly notify us upon suspicion that a username and password has been lost, stolen, compromised, or misused.
- Closing Your Account. You may close Your Account at any time by accessing Your account settings through the Account. Account closure is subject to resolution of any outstanding balances related to the Financed Account Balances and applicable federal, state or local law. Following any closing of your Account, you shall have ninety days to retrieve any and all Content.
- Professional Member Accounts. Professional Members are required to meet certain minimum qualifications to accepted as a Professional Member on the Site. You must apply for acceptance so that we may confirm your qualifications. You must respond truthfully and accurately to the screening questions. We reserve in our sole discretion the right to accept or reject any Professional Member without explanation. We will refuse your acceptance as a Professional Member if you are found at any time to have (i) engaged in criminal activity involving dishonesty or moral turpitude, (ii) any public accusations of dishonesty or ethical violations against you (including but not limited to rulings from licensing agencies, civil allegations, and criminal allegations), and (iii) any public accusations of a sexual offense. We will also refuse to accept you as a Professional Member if you are found to have (iv) not been properly licensed to the extent that may be required by any regulatory agency or (v) provided false information to us. We also reserve the right to cancel your Account and revoke your access to Services if you (vi) are alleged to have engaged in acts or omissions that are unprofessional or (vii) have otherwise failed to provide services to Client Members in a reasonably satisfactory manner. You agree that we may use third-party services to confirm the information that you provide to us for acceptance as a Professional Member and that we may make your personal information available to those parties to confirm such information.
- Right to Refuse Service. We may eliminate or limit your access to your Account in our sole discretion. Without limiting the foregoing, we may eliminate or limit your access to your Account if (i) we determine that you have breached any agreement with us; (ii) you negotiate to pay fees to a Professional Member other than as provided in Section 5; (iii) we determine that you have engaged, or are engaging, in fraudulent or illegal activities; (iv) you do not respond to account verification requests; (v) our banking and payment relationships otherwise preclude us from conducting business with you; or (vi) to manage any risk of loss to us, a Site Member, or any other person.
5. Payments and Fees.
- Unless an alternative arrangement is made with us by written agreement, Professional Members agree to send all invoices and to receive payment for any Financed Account Balances through the invoicing feature of the Site pursuant to the terms and conditions of the Financing Agreements. Unless an alternative arrangement is made with us by written agreement, Client Members agree to remit payment for any Financed Account Balances through the payment feature of this Site pursuant to the terms and conditions of the Financing Agreements. In so agreeing, you are authorizing the applicable payment processor and us to (a) access your payment processing account and data, (ii) create charges and payments in your payment processing account, and (iii) deduct amounts (for example, fees and charges) from the amount that would otherwise be payable to Professional Members from transactions with Client Members that are facilitated through the Services.
- Site Members are responsible for providing complete and accurate billing, payment, and contact information to us in their Account profile and for immediately updating such information if and when any changes occur. All payments are exclusive of all federal, state, provincial, municipal or other taxes which Site Members agree to pay based on where the Site Member is primarily domiciled. In addition to any fees, the Site Member may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.
- Site Member Accounts may not be cancelled unless and until all amounts due and owing in connection with the Financed Account Balances have been paid. There are no charges for cancelling an Account.
- You are responsible for paying all taxes associated with your Account and the Services. If we have the legal obligation to pay or collect taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
- Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If you are required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, we receive an amount equal to the sum it would have received had no such deduction or withholding been made.
- The Services do not include “matching” any Site Member with any other Site Member or recommending Professional Members to Client Members. You agree that we do not refer, match, or endorse any Professional Members to Client Members in exchange for a fee.
6. Professional Engagement Agreements.
- Site Members may enter into certain written agreements with each other to memorialize the terms and conditions under which the Professional Member provides professional services to a Client Member (the “Professional Engagement Agreements”). The terms and conditions of the Professional Engagement Agreements and any other agreements between or among Site Members will not govern or supersede the terms and conditions of this Agreement. Without limiting the foregoing, no Professional Engagement Agreement may expand our obligations or restrict our rights under this Agreement.
- You acknowledge and agree (i) we are not a party to any Professional Engagement Agreements; (ii) the formation of a Professional Services Agreement between or among Site Members will not create an employment or service relationship between us and any Site Member; and (iii) the manner and means of performing the professional services will be determined and controlled solely by the Professional Member in their role as an independent contractor.
- Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
- We and any third-party vendors and hosting partners we utilize to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except as required to perform our obligations under this Agreement or as otherwise authorized by you in writing.
- We reserve the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If we are required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then we will provide you with prompt written notice (to the extent permitted by law) prior to such disclosure so that you may seek a protective order or other appropriate relief. Subject to the foregoing sentence, we may furnish that portion (and only that portion) of the Confidential Information that we are legally compelled or otherwise legally required to disclose.
- At all times, we, and any third-party vendors and hosting partners we utilize to provide the Service, will (i) use information security best practices for transmitting and storing your Content, adhering to industry standards; (ii) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and (iii) ensure its host facilities maintain industry standards for security and privacy.
- We shall report to you, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that we reasonably believe represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). We shall make such report within 72 hours after learning of the Security Breach. In the event of a Security Breach, we shall (a) cooperate with you to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with you in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with you in any litigation or investigation against third parties that you undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavours to mitigate any harmful effect of the Security Breach.
9. Ownership of Intellectual Property.
The Site Content is owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. We retain all right, title, and interest in and to the Site Content, including without limitation all software we created to provide the Site. These Terms do not grant you any intellectual property rights in or to the Site, or any of the components of the Site, including any software used in the Site, except as expressly provided herein.
10. User Grant of Limited License.
You acknowledge and agree that you grant us (and our licensees, affiliates, successors, and assigns) a worldwide, royalty-free, perpetual, irrevocable, sub-licensable, non-exclusive right to use, reproduce, publicly display, publicly perform, modify, sublicense, and distribute your Content in any manner and any media, so long as your Content does not contain Client Materials as such term is defined in section 9 of the Client Agreement. For Client Materials, you grant us a license to use any Client Materials as reasonably required for us to provide the Services consistent with the terms of the Agreements. Any Content you post in a public forum on the Site will not be defined as Client Materials. Except for the non-exclusive revocable license to use the Site as provided in the Agreements, these Terms do not grant you any intellectual property rights in or to the Site or the Services or any of the components of either. You represent and warrant that you own all your Content or have sufficient rights in the Content to grant to us the foregoing license without infringing or violating any third-party rights. Further, you acknowledge and agree that we may retain any and all revenue generated from any sales, licenses, assignments and other transfers of the rights drafted by you to us under this license.
11. Copyrights and Digital Millennium Copyright Act
- DMCA Notices. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our copyright agent designated below. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- (i) The signature (physical or electronic) of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- (ii) Identification of the copyrighted work claimed to have been infringed;
- (iii) Identification of the material that is claimed to be infringing or the subject of infringing activity, and information that reasonably allows us to locate the material on the Site;
- (iv) Your name, address, telephone number, and email address (if available);
- (v) A representation that the you have a good faith belief that use of the material in the manner complained of is not authorized by you (the copyright owner), your agent, or the law; and
- (vi) A representation that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Please be advised that we will not respond to complaints that do not meet the requirements above. If we determine that the materials alleged to infringe your rights do not require removal, we will remove those materials only pursuant to a court order that declares the content or use of the materials unlawful.
- Counter-notices. If you believe that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. Counter-notices must include the following information:
- (i) Your name, address, and telephone number;
- (ii) A description of the source of the content that was removed;
- (iii) A representation under penalty of perjury that you believe that the content was removed in error;
- (iv) A representation that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district that we choose, and that you will accept service of process from the person who provided the original complaint; and
- (v) Your signature (physical or electronic is acceptable).
- Updated Requirements. Notices and counter-notices with respect to the Site must meet the then-current statutory requirements imposed by the DMCA and should be sent to us through the address listed below. Please be aware that there can be penalties for false claims under the DMCA.
ATTN: DMCA Copyright Claims Department<br>Justice Gap Solutions LLC, d/b/a Justice For Me<br>500 Sandau Road Suite 100<br>San Antonio, TX 78216
You hereby agree to indemnify and hold us harmless from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to your breach of any obligation stated in the Agreements, and your negligent acts or omissions. We will provide you with prompt notice of any indemnifiable event or loss. You will undertake, at your own cost, the defence of any claim, suit or proceeding with counsel reasonably acceptable to us. We reserve the right to participate in the defence of the claim, suit, or proceeding, at our expense, with counsel of our choosing.
13. Representations, Warranties, and Covenants.
- Identity. You warrant: (i) that you have accurately identified yourself through your Account and will maintain the accuracy of such identification and that you are 18 years or older; or (ii) if you are a business entity, that you are acting on behalf of a corporation or other business entity that is authorized to do business under applicable law.
- Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Agreements and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
- Content. You represent and warrant to us that we have the full power and authority to provide and use the Content that you provide under this Agreement and that the provision and use of the Content does not and will not violate any intellectual property or other proprietary rights of any third party or create any liability to any third party. You further represent and warrant to us that the Content does not contain any matter that is false, offensive, deceptive, or defamatory, or which may cause injury or result in damage to us or to any third party, and that the Content does not contain any bugs, viruses, or malicious code that may cause injury or result in damage to us or any third party.
- Compliance. You represent and warrant to us that you will comply with all applicable laws, rules, and regulations in your performance under this Agreement. You further warrant that if you agree to our distribution of Content to a third party, or if as part of this Agreement you subscribe to a service identified as being provided by a third party or consisting of third party software, then you agree to comply with all third-party terms of service. Professional Members agree to perform professional services to Client Members as agreed, in a professional manner, and in accordance with applicable law and professional ethical requirements, including but not limited to the rules of professional responsibilities promulgated by the applicable state bar association or other applicable regulatory body.
- Client Confidential Information. To the extent that a Client Member provides a Professional Member with Client Materials in providing professional services in connection with these Services or Site, you agree and covenant to keep such information confidential pursuant to applicable law and professional ethical requirements, including but not limited to the rules of professional responsibilities promulgated by the applicable state bar association or other applicable regulatory body.
14. Disclaimer of Warranties.
- You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
- YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
- WE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
- THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- We do not confirm, and therefore do not warranty, each user’s or Site Member’s purported identity. The data we provide through the Site is the data our Site Members submit, and we provide the information for convenience and not as an introduction, endorsement, or recommendation.
- You acknowledge and agree that we have made no guarantees, representations, or warranties to you with respect to the results of performance of the Services, including but not limited to the quality and volume of Internet traffic or business access to the Services will generate for Professional Members.
15. Limitation of Liability.
- WE SHALL NOT BE LIABLE FOR AND YOU WAIVE THE RIGHT TO CLAIM ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM THE SERVICES PROVIDED TO YOU BY US.
- YOU FURTHER AGREE THAT WE ARE NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
- You will be solely responsible for any damage and/or loss of Content contained in your technology which occurs because of your electronic equipment and/or your computer system.
16. Limitation of Claims.
Except for indemnification claims pursuant to Section 8 and claims by us relating to Fees owed by you, no claim, regardless of form, which in any way arises out of this Agreement, may be made, nor action based on such claim brought, by either party more than one year after the Agreement terminates.
17. Disputes between or among Site Members.
A Site Member may contact us within 30 days of the date of the last invoice from the Professional Member to the Client Member to request non-binding dispute assistance for any dispute between the Professional Member and Client Member relating to the professional services provided to the Client Member pursuant to a Professional Engagement Agreement. Upon being contacted by the Site Member for this purpose, we will notify the relevant Site Members that we have been asked to help resolve the dispute and request information relevant to our understanding of the dispute. After a review of all information we are provided by each Site Member within five business days of our request, we will propose a resolution based on our assessment of a reasonable outcome for the dispute. You agree that our proposed resolution is non-binding and is offered as a convenience to the Site Members. If any of the relevant Site Members disagree with the proposed resolution, the Site Members must resolve the dispute independently.
18. General Provisions.
- Location. We make no representations that the Site is appropriate or available for use in locations outside the U.S. Those who access or use the Site from other jurisdictions are entirely responsible for compliance with all applicable foreign, U.S., state, and local laws and regulations, including, but not limited to, export and import regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end Site Member without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that You are not prohibited from receiving U.S. origin products, including services or software. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the U.S.
- Force Majeure. We will not be responsible for any delays, errors, failures to perform, interruptions, or disruptions in the Site or Services caused by or resulting from any act, omission or condition beyond our reasonable control, whether or not foreseeable or identified, including without limitation acts of God, strikes, lockouts, riots, acts of ware, governmental regulations, fire, power failure, earthquakes, severe weather, floods, or other natural disaster.
- Compliance with Law. You agree to abide by all laws relating to Your use of the Site, including without limitation, all occupational licensing laws and regulations governing advertising.
- Notices. We may send notices pursuant to this Agreement to You via Your e-mail address listed on Your account, and such notices will be deemed received by You three days after they are sent. You may send notices pursuant to this Agreement to us at email@example.com or 500 Sandau Road #100, San Antonio, TX 78216, and such notices will be deemed received by us three days after they are sent. You must keep your registered email address up to date so that we can communicate with you electronically.
- No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
- Assignment & Successors. Neither party may assign this Agreement or its right or obligations under this Agreement, except we reserve the right to assign this Agreement or any of Our rights or obligations under this Agreement without your consent as part of a merger, acquisition, or any other change of control of Justice For Me. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
- Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Texas, without reference to any principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in Bexar County, Texas.
- Severability. This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then (i) the provision will be interpreted, construed, or reformed to the extent reasonably required to render the provision valid, enforceable, and consistent with the original intent underlying such provision; (ii) the provision will remain in effect to the extent that it is not invalid or unenforceable; and (iii) the invalidity or unenforceability of the provision will not affect any other portion of this Agreement.
- Entire Agreement. This Agreement is the entire agreement of the parties and supersedes all prior agreements as to the use of the Site.
If You have any questions or concerns regarding any of the terms above, please feel free to contact us at firstname.lastname@example.org.
Justice For Me
500 Sandau Road #100
San Antonio, TX 78216
Last updated: Nov. 9, 2018