TERMS & CONDITIONS
I. DEFINITIONS
a. "Agreement" means the Order between you and ALN, including its terms and any documents incorporated into the order, if applicable, and these Terms of Use.
b. "Content" means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components appearing in any products or services provided by ALN.
c. "ALN" means All Lawyers Network, All Lawyers Network, LLC. and “alllawyersnetwork.com”.
d. "Web Site" means the web sites provided by ALN under the Agreement, including domain name, user interface, all related technology, Content, and Software.
e. "Media Outlets" means any or all of the following: the ALN Web Site, any web sites with which ALN has associations, television, print and other potential advertising areas which are shown to the general public.
f. "Online Directory" means the content of the Law Directories searchable at or through the Media Outlets.
g. "Order" means any order or confirmation of an order for ALN services or products, however provided, and including email confirmations, add-ons, rider orders or amendments to an order, which incorporates any Additional Documents to the Order and any materials referenced in the Additional Documents and these Terms of Use.
h. "Original Order" means the Customer's first order for ALN service or products, and which includes a reference to these Terms of Use.
i. "Terms of Use" means these Terms and Conditions of Use.
g. "You" and "your" (both capitalized and lower case) mean the person or firm named in the Agreement.
h. "Your Content" means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components provided by you for use in any of the ALN services or products provided.
II. DELIVERY, FEES,INVOICING & PAYMENT
a. Subject to the terms and conditions of this Agreement including those in these Terms of Use, in or referenced in the Order and those terms incorporated by reference, if any, ALN shall provide you with the ALN service and products specified on your Order with reasonable skill and care and you shall pay to ALN the applicable fees in accordance with the invoice terms.
b. All invoices are due and payable within 10 days from receipt of the invoice. Amounts which have not been paid within 30 days after the invoice date will thereafter, until paid, be subject to a late payment charge at a rate equal to 15% per annum (or, if less, the maximum rate permitted under applicable law). Customer shall owe and ALN has the right to invoice for the then-current non-sufficient funds fee for all returned checks. ALN reserves the right to change payment terms by providing written notice to you for the period following notice. Fees are to be paid in U.S. dollars. Fees do not include any telecommunication provider's charges. Invoices will include additional charges for shipping and handling, if applicable, as well as applicable taxes. Further, you shall be liable for all costs of collection incurred by ALN, including without limitation, collection agency fees, reasonable attorneys' fees and court costs, if you fail to comply with the payment obligations set forth herein. Restrictive endorsements or other statements on checks or other forms of payment accepted by ALN will not be enforceable.
c. Customer billing shall commence upon the commencement of the Initial Term, defined under section III, for each ALN service or product, unless otherwise designated. Customers that re-new will be subject to the then-current price as set by ALN.
III. TERM & TERMINATION
a. The term of your Agreement ("Term") begins on the date Customer's billing account is set up as a new ALN customer, and continues until the last day of the Term.
b. After the Initial Term, the ALN services ordered shall be automatically extended in one year Renewal Terms continuing until either party terminates the Order in accordance with the terms of your Order (the "Renewal Term(s)"). Collectively, the Initial Term and the Renewal Term(s) will be the "Order Term."
c. An Order may be terminated by either party effective on the first day of any Renewal Term by providing written notice to the other party 60 days prior to the last anniversary of ALN's acceptance of the Order for the Initial Term or any Renewal Term, however the terms and conditions of the Original Order continue, to the extent applicable, to each additional Order or Rider until the end of the Term.
d. The Term continues until the expiration of the latest expiring of all Orders and Riders under the Agreement or until termination of the Agreement in accordance with its terms. This Agreement may not be terminated by Customer during the Order Term, except:
1) for a material breach by ALN that remains uncured for more than 30 days after ALN receives notice from Customer identifying the specific breach
2) by following the "Early Cancellation Provisions" set forth below; and
3) 30 days after ALN receives written notice of termination as a result of complete dissolution of Customer's practice, or in the case of a solo practitioner, if there is a death or retirement. A LN may terminate this Agreement at any time for a material breach by Customer that remains uncured for more than 30 days after Customer receives notice from ALN identifying the specific breach. Upon termination, deposits are non-refundable, the remaining Agreement balance shall be due and payable (subject to the Early Cancellation Provisions, if applicable), your right to use the service and products shall immediately cease and ALN may delete from its servers and the Media Outlets your Content. In addition, if you are in default under this Agreement, ALN reserves the right to withhold all ALN services from you including those provided under separate ALN agreements. e. Customer acknowledges that its commitment to each Order Term and Rider Term was an important factor in ALN's decision to agree to the pricing in this Agreement. However, Customer may terminate the Agreement for Customer's convenience before the end of the applicable Term if Customer (i) notifies ALN at least 60 days before the effective date of termination and (ii) pays ALN all amounts invoiced and unpaid as of the date of termination, plus 100% of all deposits, set up fees or similar up front charges in the Agreement, plus an "Early Cancellation Fee" equal to 60% of the total remaining amounts due under this agreement for the remainder of the then current Order Term. If ALN terminates the Agreement for Customer's breach, Customer shall pay the Early Cancellation Fee in addition to, and not instead of, any other remedies provided elsewhere in this Agreement, or by law for breach, including without limitation ALN's right to seek injunctive relief and to sue for damages. Hereinafter, the terms and conditions of this paragraph shall be referenced as the "Early Cancellation Provisions."
IV. OBLIGATIONS
The Customer shall promptly provide ALN true, accurate, current and complete information, including but not limited to Your Content, and provide timely feedback on all requests for review, approval and information. Failure to promptly provide such information may be considered a material breach of this Agreement and may result in denial, suspension or termination of the ALN services. You hereby acknowledge that information provided to ALN under this Agreement may be shared with ALN affiliates and other entities that have associations with ALN. You agree to review the most recent version of these Terms of Use which are located on the web site each time you log into ALN. Use of ALN services constitutes your reaffirmation to these Terms of Use and your agreement from your date of use forward to the latest version of the Terms of Use set forth therein and such Terms of Use shall control under the Agreement thereafter.
V. USER ACCOUNT, PASSWORD, AND SECURITY
You acknowledge receipt of one or more passwords and account designations for your ALN services. Passwords are non-transferable and should not be shared under any circumstances. You are responsible for maintaining the confidentiality of the password and account designation. You will promptly notify ALN of any unauthorized use of your password or account or any other breach of security involving the ALN web site or other Media Outlets.
VI. YOUR CONTENT
a. By providing, posting, publishing, uploading, inputting or distributing any Content to or through ALN ("Your Content" defined above), you grant (or warrant that the owner of such rights has expressly granted) ALN a limited, worldwide, irrevocable, royalty-free, non-exclusive right and license, with the right to sublicense, to use, reproduce, modify, adapt, publish, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute Your Content or incorporate Your Content into any form, medium, or technology now known or later developed throughout the universe, for the purposes of providing the ALN services, for internal use for product development and for marketing purposes. ALN may compile and use aggregated non-personal information taken from Your Content and may provide such information to third parties. Aggregated non-personal information means information that is taken from Your Content or your use of the ALN services or products, but that is compiled in a way so that it no longer identifies an individual person.
b. You are solely responsible for Your Content. You are liable for any material protected by copyright, trademark, patent or trade secret law used in Your Content without the permission of the author or owner, and for defamatory materials in any of Your Content. ALN is not responsible for reviewing Your Content before it appears on the ALN web site or other services and products. You represent and warrant that (i) Your Content contains no offensive, harassing, defamatory, indecent, or obscene material, and does not violate any applicable laws, regulations, or judicial rulings; (ii) Your Content is not false, misleading, deceptive, or fraudulent; (iii) you will endeavor in good faith to honor all promises, offers, and statements you make in Your Content and in any related materials, products, services, or communications you offer or make through Your Content; (iv) you own or are authorized to use Your Content and all trademarks, trade names, and similar materials of any kind which are included in Your Content; and (v) Your Content does not infringe upon or violate any intellectual property, proprietary, or other rights of ALN, its affiliates, and any third party. ALN reserves the right, in its sole discretion, to refuse to display or to remove at any time any Content that it reasonably regards as violating this provision or as otherwise inappropriate or inconsistent with ALN editorial policies in effect from time to time. ALN reserves the right to release current or past information related to you if ALN believes that you or any of Your Content or your account is in violation of any criminal laws or is being used to commit unlawful acts, or if the information is subpoenaed. You understand that certain ALN services and products are made available in print form and, as such, you understand and agree that Your Content may appear in such print products after the termination of your Agreement with ALN for the relevant year. ALN is not responsible for any changes to the Content, including Your Content, which have not been made prior to the print deadline for the printed ALN products.
VII. UPGRADES AND OTHER SERVICES
a. You agree to cooperate in the installation or implementation of any upgrade, update, fix or work around ALN releases or offers to release to you for one of the ALN services in your Order. Your use of all updates, upgrades, fixes and work arounds is subject to the terms and conditions of this Agreement. After such installation or implementation, Customer may no longer continue to use the earlier version of the ALN service or product. You agree that by installing and implementing an upgrade, update, fix or work around you voluntarily terminate your right to use any previous version of the ALN service or product..
b. You hereby acknowledge that ALN may send you information (via postal service, email or other electronic means, and facsimile) and offers about upgrades and other services provided by ALN, its affiliates and other entities that have alliances with ALN unless you provide written notice to the contrary. Notwithstanding the foregoing, under no circumstances will ALN, its affiliates or other entities have any obligation to provide you with upgrades, enhancements, or modifications for the ALN services and products.
VIII. PROPRIETARY RIGHTS
Except as otherwise specified in the Agreement and except for Your Content and any domain name(s) you own (i) the Software; (ii) the ALN services and products; (iii) the ALN domain names (iv) the ALN web sites and all content therein, (v) the ALN online services and all content therein; (vi) ALN owned or controlled logos, service marks and trademarks (the "Marks") and (vii) all Content other than Your Content, are owned by ALN and/or its licensors and are protected by copyrights, trademarks, service marks, patents, or other proprietary rights, laws, and regulations. As between you and ALN, you retain ownership of Your Content and grant ALN a limited, non-exclusive, non-transferable, royalty free, license to use Your Content in connection with ALN's performance of the services contracted to be provided. ALN has the right to use images of Your Content developed for you, for the purpose of marketing and promoting the ALN services and products.
X. CERTIFICATION
Customer acknowledges that the pricing provided to Customer for some MH products depends in part on the number of attorneys in Customer's firm. Pricing is also affected by the Customer's location(s). Customer certifies that as of the date Customer entered the Agreement there are the number of attorneys (including owners, partners, members, associates, and staff attorneys) in Customer's firm as Customer has specified in any applicable Order ("Reference Number"). At ALN's request from time to time, Customer will certify in writing the then-current Reference Number and, if applicable, the Customer's locations. If there is a change in the Reference Number or a change in the Customer's location(s) or a new location added during the Order Term, ALN may, in its sole discretion on at least 30 days prior written notice to Customer, increase or decrease the Fees going forward, by an amount that reflects the pricing for the new Reference Number or location(s).
X. OTHER RESPONSIBILITIES
For attorneys and law firms: You represent that you are an attorney or a law firm whose attorneys are validly licensed to practice law as required by the applicable jurisdictions in which you or they practice. You are solely responsible for compliance with all laws, rules, and regulations governing attorney advertising, ethical obligations, licensure, and the practice of law, promulgated by any applicable jurisdiction, court, bar association, and any other governing body which are applicable to you, your attorneys or other representatives, the ALN Web Site, and your use of ALN services and products.
For experts and service providers: You represent that you are validly permitted to provide the expertise and/or services designated in Your Content as set forth on any ALN services or products. You are solely responsible for compliance with all laws, rules, and regulations governing advertising, ethical obligations, and licensure, if applicable, promulgated by any applicable jurisdiction, court, and any other governing body which are applicable to you, your representatives, the ALN Web Site, and your use of ALN services and products.
For all Customers: If you include your email address or other contact information in any profile, posting or other content, resulting in your receiving email or other communications sent from any third party, you acknowledge that you have the sole discretion whether to respond to that sender, who may be an impostor, and you do so at your sole risk. You are solely responsible for assessing the integrity, authenticity, honesty and trustworthiness of all persons with whom you choose to communicate. You agree that ALN and affiliates shall have no liability or responsibility whatsoever for any communications, agreements or transactions between you and any third party.
XI. INDEMNIFICATION
You will indemnify, defend, and hold harmless ALN, its successors, assigns, parents, subsidiaries, alliance entities, affiliates and their respective officers, directors, employees, contractors, licensors, suppliers and agents from and against any and all claims, actions, demands, losses, expenses (including reasonable attorneys' fees), damages, liabilities, taxes, penalties, assessments, judgments and costs arising out of, from, or in connection with (i) Your Content or ALN's use of Your Content as permitted by this Agreement, (ii) your Web site, if any, its content, chosen keywords and phrases, and any services you offer in connection therewith, (iii) any breach of your representations or warranties set forth herein, or (iv) any breach by you under this Agreement or violation by you of applicable laws, regulations or ethical requirements. ALN will indemnify, defend, and hold you harmless from and against any and all claims, actions, demands, losses, expenses (including reasonable attorneys' fees), damages, liabilities, taxes, penalties, assessments, judgments and costs arising out of, from, or in connection with claims relating to the Content provided by ALN. If a third party threatens or files a claim covered by this Indemnification Section against ALN, ALN shall promptly give notice to Customer. If a third party threatens or files a claim covered by this Indemnification Section against Customer, Customer shall promptly give notice to ALN.
XII. DISCLAIMER OF WARRANTIES
You expressly agree that use of the ALN services and products are at your sole risk. The ALN services and products are provided on an "as is" and "as available" basis. ALN expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. ALN, its licensors, suppliers, sponsors, subcontractors, and affiliates make: (a) no warranty that the ALN products will meet your requirements, that the ALN services and products will be uninterrupted, timely, secure, or error free, (b) no warranty about the results obtained from the ALN products or the accuracy or reliability of any information obtained through the ALN services and products, (c) no warranty that defects in the software, the ALN products, or the results will be corrected, and (d) no warranty regarding any goods or services purchased or obtained through or from the ln web sites, other web sites, or any transactions entered into through such web sites.
XIII. LIMITATION OF LIABILITY
Except for the obligations in the indemnification section above, the liability of ALN is limited to the fee paid by you for the ALN services and products during the 12-months immediately preceding the date the claim or cause of action arose. Except for the ALN obligations set forth in the indemnification section, ALN shall not be liable for any indirect, incidental, special, statutory, consequential or exemplary damages including, but not limited to, damages for loss of profits, use, data or other intangibles, even if ln has been advised of the possibility of such damages. ALN is not responsible for any loss of data resulting from ALN's deletion of any of the ALN services, products, network or system outages, equipment or telecommunications failure or malfunctions, file corruption, or any other reasons. ALN is not responsible for the delivery of any goods or services sold or advertised by you or others. You are completely responsible for all activities, fees, and/or liabilities that are related to or result from use of the ALN service and products under your password or account. In addition to the foregoing, ALN shall not be liable for any loss, injury, claim, liability or damage of any kind resulting from subscriber's non-compliance with all local and state ethics rules or other rules applicable to the practice of law or from subscriber's violation of such rules.
XIV. CONFLICT
If there is a conflict between any written terms of your Agreement with ALN and these terms and conditions of use, the terms and conditions of the written Agreement govern as to the subject of the Agreement.
XV. CONFIDENTIALITY
The Agreement, including but not limited to its terms, conditions and pricing information is "Confidential Information" of ALN. Customer will receive and maintain Confidential Information in trust and confidence and not disclose or provide access to the Confidential Information to any third party. Customer will further limit disclosure within its organization to those persons who have a "need-to-know". Customer understands disclosure of Confidential Information may cause competitive harm to ALN. If Customer breaches this confidentiality provision, ALN may, at its option, and in addition to any other remedy it may have under the Agreement, at law or in equity, immediately terminate the ALN service or products provided under the Agreement without refund and immediately collect from Customer the Early Cancellation Fee.
XVI. ARBITRATION
a. Except as provided below, any controversy, claim or counterclaim (whether characterized as permissive or compulsory), arising out of or in connection with this Agreement (including any amendment or addenda thereto), whether based on contract, tort, statute or other legal theory (including but not limited to any claim of fraud or misrepresentation) will be resolved by binding arbitration under this section and the then-current Commercial Rules and supervision of the American Arbitration Association ("AAA"). The duty to arbitrate will extend to any employee, officer, agent or affiliate of either party. The arbitration will be held in the United States headquarters city of the party not initiating the claim except all claims initiated by ALN for non-payment will be held in Miami, Florida. The arbitration will be conducted by a sole arbitrator who is knowledgeable with respect to the electronic information services industry and is an attorney. The arbitrator's award will be final and binding and may be entered in any court having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement.
b. Each party will bear its own attorneys' fees and other costs (e.g., filing fees, internal costs, etc.) associated with the arbitration, except that the fees assessed by the AAA for the services of the arbitrator will be divided equally by the parties, and b) Customer shall bear all costs of collection incurred by ALN, including without limitation, collection agency fees, reasonable attorneys' fees and all arbitration and court costs for any failure by Customer to comply with its payment obligations in the Agreement. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorney's fees which are reasonably incurred by the other party. Issues of arbitrability will be determined in accordance and solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the state as specified in this Agreement and if none is specified, then the law of the state of Florida.
c. To facilitate resolution of controversies or claims, the parties agree to keep negotiations, arbitrations and settlement terms confidential.
d. Claims and controversies involving either (i) violation of any of the proprietary rights of ALN, including claims in equity or law to protect the intellectual property rights of ALN or its third-party content providers; or (ii) failure to comply with restrictions on use of the services and materials included in this Agreement will not be subject to arbitration. ALN retains at all times the right to obtain an injunction in court to prevent misuse of ALN’s services and products.
XVII. GENERAL
a. Law. Unless specifically stated otherwise in the Agreement, this Agreement is governed by the laws of the State of Florida without regard to its conflict of law provisions and you and ALN submit to the personal and exclusive jurisdiction of the courts located within the State of Florida. ALN may waive the foregoing exclusive jurisdiction provision by written notice from an authorized ALN representative or by filing a complaint in any other jurisdiction.
b. Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
c. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement will remain in full force and effect. If that term cannot be so interpreted or reformed, that term will be omitted and, if the term is essential to the Order, the parties will promptly begin good faith negotiations to replace it. The other terms of the Order will remain in effect and be enforceable with the invalid or unenforceable term interpreted, reformed, replaced, or omitted, as the case may be.
d. Claims. Any claim or cause of action arising out of or related to the ALN Service or Products or this Agreement must be filed within 12 months after such claim or cause of action arose or is forever barred, except for ALN claims based on amounts billed, payments made or your failure to pay for ALN services provided, regardless of any statute or law to the contrary.
e. Modifications. ALN may modify this Agreement, in whole or in part, at any time upon reasonable advance notice to you with such modifications taking effect from the date of such notice forward. Notice of such modification or withdrawal may be made by or on behalf of ALN to you via email, regular mail, telecopy, delivery service, or posting on a ALN Web Site. If the terms and conditions applicable to your Agreement are modified, you may terminate the Agreement with 10 days prior written notice to ALN, so long as notice of termination is made within ninety (90) days after ALN issues such notice. You will be deemed to have agreed to such modified Agreement if ALN does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of ALN Services or Products following the notice of the change. If a ALN service or product you ordered is materially modified, you may terminate that portion of the Order including that ALN service or product with 10 days prior written notice to ALN, so long as notice of termination is made within ninety (90) days after ALN issues such notice. You will be deemed to have agreed to such modification if ALN does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the ALN Service and Products following the notice of the change. If a ALN Service or Product is withdrawn from the Order, then you shall only pay ALN the pro rata Fees and applicable taxes for such services or products through the date the ALN ceased to provide that service or product.
f. Notice. Notice to ALN shall be made to: All Lawyers Network, 3850 Bird Road, Suite 903, Coral Gables, Florida 33146
g. Complete Agreement. The Agreement, including the exhibits state the complete agreement between you and ALN concerning this subject and, except as stated otherwise in the written Agreement, supersedes all earlier oral and written communications between the parties concerning this subject.
h. Acceptance. The Agreement is subject to acceptance by ALN, which acceptance shall be evidenced by providing access to ALN service and products. You warrant and represent that you have full right, power and authority to enter into this Agreement and to grant the rights granted herein without violating any other agreement or commitment of any kind and that the person accepting the Agreement on your behalf, whether such acceptance is in writing, electronically or through other means, has the power and authority to enter the Agreement on your behalf.
i. No Exclusivity. Orders do not grant Customer an exclusive right or privilege to receive Products. ALN may, in their sole discretion, provide similar or identical Products to other customers, which may be competitors of Customer.
j. Relationship. Customer and the ALN are independent contractors. Nothing in an Order is intended to or will constitute Customer or ALN as an agent, legal representative, partner, joint venturer, franchisee, employee, or servant of the other for any purpose. Neither Customer nor ALN shall make any contract, commitment, warranty, or representation on behalf of the other, or incur any debt or other obligation in the other's name.
k. Amendments. If an Order document specifies a process by which it may be amended, then ALN may amend it according to that process. No other amendment to an Order will be binding unless agreed to in a writing executed by ALN and Customer, and no approval, consent, or waiver will be enforceable unless signed by the granting party. No preprinted term appearing in any document that is not part of an Order will be enforceable by the originating party against the other party unless that term is expressly accepted in writing by an authorized representative of the other party. No document will be deemed to amend an Order by implication.
li. Survival. The Sections entitled Confidentiality, Order of Precedence, Limitation of Liability, Arbitration, and General of these Terms of Use, any accrued but unpaid financial obligations, and any other terms in an Order that by their nature should or typically would survive expiration or termination will survive the expiration or termination for any reason of the Order(s) and the Agreement. j. Non-Assignment. Customer may not assign its rights or delegate your duties under this Agreement without the prior written consent of ALN, which consent shall not be unreasonably withheld.
m. Successors And Assigns. The Agreement will be binding on, and will inure to the benefit of, the parties' and their respective successors and permitted assigns.
n. Force Majeure. No party will be liable for any damage, delay, or failure of performance resulting directly or indirectly from a Force Majeure. If a Force Majeure occurs, the affected party will notify the other parties and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure on the performance of the Order. This Force Majeure Section does not excuse Customer's obligation to pay for ALN services actually received.