TERMS OF SERVICE
Last Updated: October 3, 2017
Version 1.1
Welcome to SeedLawyers, a one of a kind, most effective way for lawyers and entrepreneurs to connect and collaborate. The following is our Terms of Service (sometimes referred to as the “Agreement” between you and SeedLawyers below), which outlines the rules that govern your use of SeedLawyers.
OVERVIEW
These Terms of Service constitute a binding agreement between SeedLawyers, Inc. (collectively with its subsidiaries and affiliates, “SeedLawyers”) and you, our platform user, with respect to all information, data, graphics, content, software applications, and other SeedLawyers products and services provided, facilitated or otherwise made accessible on the website located at www.SeedLawyers.com, via our telephone service, chat service, or mobile application (collectively, the “Services”, and such website, the “Site”), and govern use of and access to the Site and Services. In this Agreement, “we”, “us”, “our” and other similar references mean SeedLawyers and “you”, “your”, “user” and other similar references mean you, as a specific user of the Site and/or Services.
IF YOU DO NOT AGREE TO THESE TERMS THEN YOU MAY NOT ACCESS OR USE THE SITE AND/OR SERVICES. BY USING AND ACCESSING THE SITE (OTHER THAN TO REVIEW THE TERMS AND CONDITIONS OF THIS AGREEMENT), YOU AGREE TO BE BOUND BY THIS AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, IN ACCORDANCE WITH THE TERMS BELOW. YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE USING OR ACCESSING THE SITE AND/OR THE SERVICES, BECAUSE THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS. YOU SHOULD ALSO RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS. ALL CAPITALIZED TERMS (SUCH AS ‘SERVICES’, ‘AGREEMENT’, ETC.) SHALL HAVE THE MEANING SET FORTH IN THIS AGREEMENT.
1. Eligibility to Use the Site and Services
You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register with us or use the Site or the Services. If you are under the age of 18, you may not use the Site or Services. Your access to and use of the Website or services is subject (unless expressly stated otherwise) to these terms and conditions. If you are using our Site on behalf of a business, company, employer, association, organization or other entity (“Organization”), the Organization accepts these terms by your continued use of our services and products. Do not use the Site if you do not have the authority from your Organization or your Organization does not accept and agree to these terms and conditions. You will not use the Site for any purpose that is unlawful or prohibited by these terms and conditions. By using the Site you are fully accepting the terms, conditions and disclaimers contained in these terms and conditions. If you do not agree to be bound by these terms and conditions, you should stop using the Site immediately.
2. Use of the Site and Services
2.1 Only a Forum
SeedLawyers is an Internet forum that facilitates communication and exchange of information between legal professionals and potential business users of legal services. Attorneys may create an attorney account (an “Attorney Account”) and display certain legal services on the Site (each, an “Attorney”). Potential users of legal services can create an account by providing SeedLawyers with basic registration information (an “Early-Stage Business Account” and collectively with the Attorney Accounts, “Accounts”) and participate on the Site as a potential user of legal services (each, an “Early-Stage Business”).
If you choose to register and create an Account, you agree to provide accurate and complete registration information. It is your responsibility to inform us of any changes to that information and updating your registration information in your Account. In order to provide an optimal forum, SeedLawyers provides its own, and third parties’ software to facilitate communication. It is important you understand that SeedLawyers is not a legal provider of any kind and does not provide investment assistance or advice. SeedLawyers is not involved in actual preparation of legally binding documents between Site users, we do not enforce any agreements facilitated through our platform, and, therefore, we cannot ensure the completion of such an agreement or the integrity of either party. You, and not SeedLawyers, are solely responsible for assessing the integrity, honesty, and trustworthiness of all persons with whom you communicate via the Site and/or the Services. SeedLawyers does not guarantee that you will successfully find an Attorney or Early-Stage Business to cooperate with, as the case may be, through SeedLawyers. SeedLawyers takes no position and offers no opinion on: (1) investment and valuation; (2) market standards for engagement; or (3) when or if an attorney-client relationship has been formed between an attorney and a user of the Site or Services.
2.2 Not an Investment Platform or Broker-Dealer
WE ARE NOT AN INVESTMENT PLATFORM OR BROKER-DEALER. We simply connect legal professionals who are looking to cooperate with Early-Stage Businesses, in need of legal assistance. Any Services we provide should not be seen as an offer, solicitation, investment advice, or recommendation of SeedLawyers, and we do not guarantee any information submitted or presented by users or partners to the Site, including any Early-Stage Business or Early-Stage Business’s agent or a recommendation of any Attorney’s qualifications.
It is always your responsibility to ensure that any transaction, independent contractor agreement, employment agreement, or other agreement, whether conducted through the Site or Services or not, complies with all laws, rules, and regulations in all applicable jurisdictions. SeedLawyers makes no representations as to whether any transaction, independent contractor agreement, employment agreement, or other agreement, whether conducted through the Site or Services or not, is compliant with all laws, rules, and regulations in all applicable jurisdictions.
Any Services provided on the Site are provided on an as-is basis only. Any Services, including documents or “Deal Room” services, available or provided through our Site, are provided as a convenience and should only be used at your discretion.
BY USING THIS SITE AND/OR ANY OF ITS SERVICES YOU AFFIRM THAT YOU WILL NOT UTILIZE THIS SITE TO OBTAIN INVESTMENT OF ANY KIND, WILL SOLELY USE IT TO OBTAIN SERVICES, AND YOU AGREE THAT ANY SERVICES, INCLUDING DOCUMENTS OR “DEAL ROOM” SERVICES, ARE TO BE USED AT YOUR OWN AND SOLE DISCRETION. ANY VIOLATION OF THIS SUBSECTION 2.2 IS A VIOLATION OF THIS AGREEMENT AS REFERENCED IN SECTION 15 AND WILL TRIGGER THE INDEMNIFICATION PROVISIONS IN SECTION 15.
2.3 SeedLawyers Does Not Screen or Vouch for Any of Its Users (or the information provided by users, including Accounts’ details)
Please understand that our service is meant to assist in generating the initial connection between the parties. We only provide the platform and do not advise, recommend, or provide information. Use at your own risk and conduct your own due diligence on any person or entity you connect with on our platform.
We do not, directly or indirectly, imply an endorsement of any Attorney, Early-Stage Business, service provider, company, partners or users of our Site or Services.
SeedLawyers makes no representation concerning any Attorney’s qualifications, nor does it sanction statements any Attorney may post or state via the Site or Services. SeedLawyers does not verify the identity of its users or its Attorneys, nor does it vouch for the accuracy of any user’s statements.
SeedLawyers makes no representation concerning any representations made by Early-Stage Businesses, and Attorneys are strongly recommended to conduct their own due diligence. It is the Attorneys’ responsibility to vet any potential clients they connect with through this Site.
Early-Stage Businesses are strongly advised to perform their own investigation prior to selecting any legal professional by making confirming telephone calls to the appropriate licensing authorities to verify listed credentials and education, searching any available databases of the appropriate licensing authorities to verify listed credentials and education, and to further verify information about a particular subscribed attorney by confirming with the lawyer’s office and the state bar association.
2.4 SeedLawyers Does Not Provide Legal Advice
SeedLawyers is not a law firm and does NOT offer any legal advice, recommendations, mediation, or counseling under any circumstance. The hiring of an attorney is a critical decision and should not be predicated solely on comments, recommendations, advertisements, or other content provided via the Site or the Services. You acknowledge that under no circumstances is SeedLawyers providing legal advice or representation.
2.5 Disclaimer of Representations
SeedLawyers makes no representation, guarantee, or warranty (express or implied) as to the legal ability, competence, professional qualifications, or quality of representation which may be provided by any of the Attorneys or any other attorneys, law firms or legal service providers on the Site or Services. Highlighted or featured Accounts are generated per the request of the Account holder for a fee, and do not indicate any option or preferences on behalf of SeedLawyers of these Accounts.
2.6 SeedLawyers is not a Referral Service
SeedLawyers is not a lawyer referral service and does not provide such services. SeedLawyers is a listing or directory of Attorneys and Early-Stage Businesses, which is provided solely for informational purposes. SeedLawyers provides tools to assist you to identify relevant Attorneys who may be contacted in connection with assistance or services to your business, but SeedLawyers does not recommend, endorse, or qualify any particular Attorney to assist with legal needs. You also agree that the results of a search on our website do not constitute an attorney referral service and that the result of any search on our website simply matches with your search parameters. You are not limited to the Attorneys shown as a result of your search, and are not required to choose any Attorney from the Site. We do not analyze the factual circumstances of your legal matter and only provide results based on your specific search parameters, and therefore are not a lawyer referral service.
2.7 SeedLawyers Does Not Split Fees with Attorneys
SeedLawyers does not accept payments for legal services from Attorneys in any form, including percentages of fees generated for such Attorneys by the Site.
2.8 Engagement Letters and Other Contractual Attorney-Client Relationships
Should an Early-Stage Business and an Attorney choose to formalize the scope or nature of an attorney-client relationship, it is the Attorney’s responsibility to send an engagement letter or any such other binding documents or contracts to the Early-Stage Business. SeedLawyers uses technology to enable matchmaking between Early-Stage Businesses and Attorneys only and assumes no responsibility for monitoring or ensuring the successful exchange or execution of such documents. SeedLawyers does not define the scope or nature of the relationships between Attorneys and Early-Stage Businesses using the Site or Services.
2.9 Compensation Provisions
Should an Early-Stage Business and an Attorney choose to formalize the scope or nature of an attorney-client relationship that includes the transfer or potential future transfer of equity, such transfer or future potential transfer, the terms and conditions of that transfer, and the agreement itself shall be negotiated between the Early-Stage Business and the Attorney directly. It is the Early-Stage Business and Attorney’s responsibility to conduct due diligence on each other and any agreement between them. SeedLawyers makes no representations as to the enforceability or legality of any agreement between an Early-Stage Company and an Attorney.
It is the responsibility of the Attorney to evaluate whether equity compensation in general and any specific equity agreement in return for legal services is allowed in any and all jurisdiction(s) the Attorney is licensed to practice in, for following any and all ethics requirements to enter into such agreements allowed in any and all jurisdiction(s) the Attorney is licensed to practice in, in addition to complying with any relevant statutory and regulatory laws that are applicable.
2.10 Attorney-Client Relationship and Confidentiality
You acknowledge that any form of use of the Site or Services is not intended to and will not create an attorney-client relationship between any person or entity and/or SeedLawyers, and that you have no expectation of privacy or confidentiality of communications occurring through the Site or Services, whether those exchanges are with a SeedLawyers representative or an Attorney.
2.11 Attorney Ethics and Practice of Law
If you are an attorney participating in any aspect of SeedLawyers, including but not limited to participation as an Attorney, you acknowledge that the Rules or Codes of Professional Conduct (“Rules”) of the jurisdiction(s) in which you are licensed apply to all aspects of your participation in the Site and Services and you represent and warrant that you will abide by such Rules. SeedLawyers disclaims all responsibility for your compliance with these rules.
2.12 No Endorsement of Attorneys
Attorneys may pay a fee to have their Accounts highlighted to some or all Early-Stages Businesses users on the Site. However, SeedLawyers does not select, approve, or otherwise endorse any particular attorney, law firm, or provider of legal services on SeedLawyers. Any and all such recommendations are from third parties and are inherently subjective in nature and could be inaccurate or incomplete. Therefore, SeedLawyers expressly disclaims any representation or warranty that the information included in any of the Site’s Accounts is correct or reliable. UNDER NO CIRCUMSTANCE SHALL SEEDLAWYERS HAVE ANY LIABILITY TO YOU FOR ANY RELIANCE ON INFORMATION CONTAINED ON OR OBTAINED THROUGH THE SITE OR SERVICES. SUCH RELIANCE SHALL BE SOLELY AT YOUR OWN RISK.
2.13 Users’ Disputes
You are solely responsible for your interactions with other SeedLawyers users. SeedLawyers retains the right, but expressly disclaims any obligation, to become involved in any dispute between you and any other user or users of SeedLawyers.
2.14 Use by Agents
You agree that, if an agent (e.g., an attorney, an employee, etc.) uses the Site or Services on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.
3. Membership
Users may be required to pay certain technology or platform fees (for example, subscription fee or Account highlight fee) in order to gain access to certain Services or content (collectively or individually as appropriate, any service or content provided by SeedLawyers including but not limited to any services listed on the Site, as updated from time to time), in consideration for such fees (where applicable) as specified therein and agreement from users.
To create an Account, you are required to complete an online registration process. You represent and warrant that the information given in that registration is truthful, accurate and complete and shall comply with all laws, regulations and proceedings that govern you (including without limitation, any and all applicable legal standards, licenses, and authorizations).
Each Account profile may appear on the Site and may appear in response to searches by other users. It is your responsibility to maintain an accurate and up to date profile.
If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate information with us, including, but not limited to, your failure to receive critical information about the Site, Services, and content.
You are responsible for maintaining the confidentiality of any user ID, screen name and password, and are fully responsible for all activities that occur under your user ID, screen name and password that you may create while using the Site. Users may not use anyone else’s user ID, screen name, password, or account.
Users are able to upload content or post content at various places on the Site and in doing so you grant to SeedLawyers a free of charge, worldwide, perpetual license in all media (now known or later developed) in such content. For the avoidance of doubt, Users acknowledge and confirm that information they supply in their Account profile will be viewable by other users of the Site.
Users shall not upload, post or otherwise make available any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other property right and the burden of determining that any material is not covered by these rights rests with you. You shall be solely liable for any damages resulting from any infringement of these rights, or any other harm resulting from such submissions.
Account holders may cancel their Accounts at any time, at no cost. To cancel any Account and/or profile, users must inform SeedLawyers in writing by emailing info@seedlawyers.com.
SeedLawyers reserves the right to cancel your Account or participation on the Site or Services for any reason, in SeedLawyers’ sole determination.
4. License
We own all right, title, and interest in and to the SeedLawyers content posted on the Site or otherwise make available through the Services (“Our Content”). We grant you a non-exclusive, revocable, worldwide, non-transferable and non-sublicensable license to access and use Our Content. Such use must be consistent with the terms of this Agreement, the terms of any other agreement between you and SeedLawyers in effect from time to time, and all applicable laws, rules, and regulations. With respect to all content you choose to post on the Site or otherwise make available through the Services (“User Submissions”), you represent and warrant that all User Submissions are solely your intellectual property or that you have obtained any and all necessary consents, approvals, and licenses to make use of such User Submissions and to grant us the license granted below, and you represent and warrant that your User Submissions do not and will not violate any applicable law, violate or infringe the intellectual property rights or other property rights of SeedLawyers or any third party, or violate or breach any agreement or other obligation to which you or such User Submission is subject. You are solely responsible for your User Submissions and you agree not to submit User Submissions that violate this Agreement in any way. You grant us a non-exclusive, worldwide, royalty-free, perpetual, transferable, and sublicensable license to use, distribute, reproduce, publish, reprint, modify, adapt, publicly display, and/or publicly perform your User Submissions, in whole or in part, in original form or as edited or modified by SeedLawyers, in all languages and forms, in all media now known or hereafter developed, for any commercial or noncommercial purpose.
5. Infringing Content
We reserve the right to terminate the access of you or any other user who infringes third party copyright or other third party intellectual property rights or other property rights, whether through unauthorized User Submissions or otherwise, upon prompt notification to us by the third party rights holder or its legal agent. Any person or entity who or which believes that his, her or its intellectual property has been copied and posted via the Site in a way that constitutes infringement shall provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the rights holder; (b) an identification and location on the Site or Services of the property that is claimed to be infringed; (c) a written statement by such person that he, she, or it has a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) such person’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such person that the foregoing information in the notice is accurate and, under penalty of perjury, that the person delivering the notice is the owner of the property in question or authorized to act on the owner’s behalf. Notices to us regarding any alleged infringement should be directed to us at info@seedlawyers.com.
6. Rules for Using the Site and Services
All available content through the Site and Services, whether Our Content or User Submissions, is provided solely for your personal use and is not for commercial exploitation, unless authorized in this Agreement or otherwise in writing between you and SeedLawyers. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, transfer, or create derivative works from the Site or the Services. Nor may you use any network monitoring or discovery software to determine the Site or Services’ architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software, or device, or manual process to monitor or copy the Site or the Services without our prior written permission. You may not copy, modify, reproduce, republish, distribute, display, perform, or transmit for commercial, non-profit, or public purposes all or any portion of the Site or the Services, except to the extent permitted above. You may not use or otherwise export or re-export the Site or Services or any portion thereof, or any software available on or through the Site or Services in violation of the export control laws and regulations of the United States of America. Any unauthorized use of the Site or the Services is expressly prohibited. SeedLawyers does not authorize the harvesting or collection of names or addresses from the Site or the Services for the purpose of sending unsolicited e-mail, or for any other purpose. You may not employ any language or content that is unlawful, obscene, vulgar, defamatory, abusive, threatening, profane, invasive of privacy or publicity rights, false, libelous, slanderous, or otherwise objectionable. You may not upload, distribute or make available anything that may be harmful to minors or otherwise violates any applicable law. You may not take any action or upload, distribute or make available any content that violates, misappropriates or infringes upon the rights of others in any way, including any patents, copyrights, trademarks, trade secrets, rights of privacy, rights of publicity, or moral rights of SeedLawyers or any third party. You may not upload, distribute or make available content that contains advertising, publicity, or solicitation for a product or services that did not receive prior written approval from SeedLawyers. You may not use the Site or the Services to collect any personally identifiable information, including profile names, e-mail addresses or other such information for commercial purposes, except as otherwise expressly permitted by the terms of this Agreement and the terms of any other written agreement between you and SeedLawyers in effect from time to time. You may not use the Site or the Services in any jurisdiction that does not give effect to all provisions of this Agreement. Without limiting the generality of the above, you may not:
• use the Site or the Services in any manner that could damage, disable, overburden or impair the Site or the Services or any server or other hardware associated with the Site or the Services;
• use the Site or the Services to contact any other person for purposes not expressly permitted under this Agreement and the terms of any other agreement between you and SeedLawyers in effect from time to time;
• interfere with any other party’s use and enjoyment of the Site or the Services;
• frame or otherwise display content from a source other than the Site or the Services in conjunction with Our Content or User Submissions;
• circumvent any technological measure used by SeedLawyers to control access to or use of the Site or the Services;
• use the Site or the Services in any manner to deceive, defraud, or mislead any person;
• use the Site or Services to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
• use any SeedLawyers-owned mark or product name as a meta-tag or other ‘hidden text’ for search engines in a manner that does not inure to the benefit of SeedLawyers;
• post any User Submissions that are unlawful, purposely false or misleading, or that promote or encourage illegal activity.
If you believe another user is in violation of any portion of this Agreement, please notify us at info@seedlawyers.com. SeedLawyers has no obligation or intent to edit, monitor, or screen User Submissions and is not responsible for the content in, or linked to or from, User Submissions. SeedLawyers may, and retains the right to, examine SeedLawyers for adherence to this Agreement and remove any materials that may be objectionable, violate this Agreement, or law, but expressly disclaims any and all warranties or representations that it will do so in any specific instance. By using SeedLawyers, you acknowledge and agree that SeedLawyers is under no obligation to monitor, edit, or remove any User Submissions solely upon your insistence and that SeedLawyers may modify, remove, or refuse to post User Submissions without notice. You are granted a limited, non-exclusive right to create a text hyperlink to the Site provided such link does not portray SeedLawyers, any of its products and services, or any professional or professional services entity in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that, in SeedLawyers’ sole determination, is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use the SeedLawyers logo or other proprietary graphic of SeedLawyers to link to the Site without SeedLawyers’s consent. Further, you may not use, frame or utilize framing techniques to enclose any SeedLawyers trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without SeedLawyers’ consent. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright or proprietary right of SeedLawyers or any third party.
7. Changes to This Agreement
We reserve the right to change the terms of this Agreement at any time and will notify you of any material change to this Agreement or our Privacy Policy by means of a posting on the Site. Updated versions of this Agreement will appear on the Site and are effective immediately. If you have an Account with SeedLawyers, we may also deliver written notice to you before posting updated versions of this Agreement.
8. Privacy and Your Account
SeedLawyers’ Privacy Policy forms part of this Agreement and is incorporated herein by reference. To deactivate your Account, please email or call us via the contact information listed under “Contact Us” at the end of this Agreement. SeedLawyers does not guarantee that it will maintain a backup copy of your User Submissions or other documents or information you have uploaded to the Site or Services in the event you deactivate your Account. You should download any such content prior to deactivating your Account. We store the information described above on servers located in the United States, and we may also store such information on servers and equipment in other countries. We take commercially reasonable steps to ensure that your data is secure.
9. No Performance Warranty
You use the Site and the Services, information on the Site and the Services, and materials linked from the Site and the Services at your own risk. We do not represent, warrant or guarantee (a) the accuracy, reliability, completeness, adequacy or currency of the information contained in, provided by, or linked to on the Site or the Services, (b) that the hosting servers, Site and the Services will be error-free, free of viruses or other harmful components, (c) that known defects will be corrected, or (d) that the Site or the Services will always be accessible. We may make improvements and/or changes to the Site and the Services and their features, functionality or content thereof at any time in our sole discretion.
10. Third Party Content
Third party content, messages and services may appear on the Site or Services or may be accessible through links from the Site or Services. This content is the sole responsibility of the entity that makes it available. Hyperlinks are included solely for your convenience, and SeedLawyers is not responsible, and assumes no liability, for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, or obscenity in the statements, opinions, representations, or any other form of content contained in any third party content appearing on or accessible from the Site or Services. You acknowledge that the information and opinions in the third party content are neither endorsed or controlled by, nor reflect the beliefs of, SeedLawyers. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Any use by you of optional tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
11. Advertisers and Sponsors
You acknowledge that the Site and/or the Services may contain advertising and sponsorships. Advertisers and sponsors are solely responsible for ensuring that material submitted for use on the Site and/or the Services is accurate and complies with any and all applicable laws. You agree that SeedLawyers will not be responsible for the illegality or any error or inaccuracy in advertisers’ or sponsors’ materials or for the acts or omissions of advertisers or sponsors. You also agree that any advertised or sponsored material does not constitute an endorsement of an attorney, law firm, or provider of legal services or a referral to an attorney, law firm, or provider of legal services. You have the ability to select another attorney, law firm, or provider of legal services if one or more non-advertised or non-sponsored attorney, law firm, or provider of legal services is responsive to your search, or to not use any attorney, law firm, or provider of legal services, sponsored, advertised, or otherwise.
12. Unlawful Activity
We reserve the right (but not the obligation), in our sole discretion, to investigate complaints, actual, potential or alleged violations of this Agreement or other agreements applicable to us and any actual, potential, or alleged violations of applicable law, but we undertake no obligation to do so. In connection with any such investigation, we may take any action we deem appropriate including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses, and traffic information. If you encounter any prohibited content, material, or other potential violations on the Site or the Services, you should immediately report such content or violations to info@seedlawyers.com.
13. Disclaimer
THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS AND “AS AVAILABLE” BASIS. SEEDLAWYERS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SEEDLAWYERS SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY THIRD PARTY WEBSITES (OR MOBILE APPLICATIONS, LINKS, ETC.) OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS ON THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY ERRORS IN OR OMISSIONS THEREFROM, (B) THE UNAVAILABILITY OF THE SITE AND/OR THE SERVICES, OR ANY PORTION THEREOF, (C) YOUR USE OF THE SITE AND/OR THE SERVICES (D) ANY USER SUBMISSIONS, AND (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES. SEEDLAWYERS FURTHER SPECIFICALLY DISCLAIMS LIABILITY FOR ANY LOSS OF DATA STORED ON OR BY MEANS OF THE SITE OR THE SERVICES, AND DISCLAIMS LIABILITY FOR ANY LOSS OF DATA OR OTHER DAMAGE ARISING FROM SPYWARE, MALWARE, OR OTHER THIRD-PARTY CAUSES. SEEDLAWYERS FURTHER SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SITE AND/OR THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, ERROR OR DELAY FREE, SECURE, OR FREE FROM BUGS, VIRUSES OR OTHER PROGRAM LIMITATIONS. WHERE ANY JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET FORTH ABOVE IN A PARTICULAR CIRCUMSTANCE, THEN SEEDLAWYERS SHALL BE ENTITLED TO THE BENEFIT OF SUCH DISCLAIMERS AND LIMITATIONS TO THE MAXIMUM EXTENT PERMITTED BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE.
14. Limitation of Liability
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SEEDLAWYERS IS TO DISCONTINUE YOUR USE OF THE SITE AND/OR THE SERVICES. SEEDLAWYERS SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND/OR EXPENSES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE AND/OR THE SERVICES. SEEDLAWYERS’ SOLE LIABILITY TO YOU FOR DAMAGES SHALL BE LIMITED TO THE LOWER OF (A) THE AMOUNT YOU HAVE PAID TO SEEDLAWYERS IN THE 12-MONTH PERIOD PRIOR TO THE DATE YOUR CLAIM HAS ARISEN OR (B) US$500.00. FURTHER, SEEDLAWYERS SHALL NOT BE LIABLE IN ANY INSTANCE WHATSOEVER FOR ACTIONS BY ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, ADVERTISEMENTS AND SOLICITATIONS. THE LIMITATIONS SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SEEDLAWYERS. SEEDLAWYERS WOULD NOT BE ABLE TO PROVIDE YOU WITH THE SITE AND/OR THE SERVICES WITHOUT SUCH LIMITATIONS.
15. Indemnification
You are solely liable for any User Submissions, content, messages, verbal or written statements, or other information you upload to or make available or communicate through the Site or the Services. You agree to defend, indemnify, and hold SeedLawyers, its affiliates, contractors, suppliers, directors, employees, and agents harmless from any and all claims, costs, damages, judgments, and liabilities (including but not limited to reasonable attorney’s fees) from any third party claim arising out of or relating to: (a) your violation of any term of this Agreement (including but not limited to your violation of Subsection 2.2 of this Agreement), (b) your use of or access to the Site and/or the Services, (c) your User Submissions, (d) any improper, unauthorized or illegal uses of your Account, Attorney Profile, or password, and (e) your violation of any rights of a third party, including without limitation any property or privacy right.
16. Remedies for Violations
We reserve the right to seek any and all remedies available at law and/or in equity for violations of this Agreement, including without limitation the right to suspend Services or block access to the Site and/or the Services from a particular internet address or phone number. Our remedies shall be cumulative and the availability to us of any remedy or our exercise or enforcement of any right shall not limit or preclude the availability to us of any other remedy or our exercise or enforcement of any other right.
17. Dispute Resolution by Arbitration / No Class Action
You understand and agree that all claims, disputes, or controversies between you and SeedLawyers arising under or related to this Agreement, the Site and/or the Services, Our Content, User Submissions, or the use or operation of the Site and/or the Services, including tort and contract claims, claims based upon any federal, state or local statute, law, order, decree, or judgment, and the issue of arbitrability, shall be resolved by final and binding arbitration before the American Arbitration Association (“AAA”) in front of three (3) arbitrators, in accordance with the Commercial Arbitration Rules of the AAA. The arbitration shall be held in New York, New York, U.S.A. Each party shall bear its own fees, costs, and expenses, and one-half of the AAA’s fees, costs and expenses, except as otherwise provided in “Indemnification” under this Agreement. The arbitrators may not include the payment of attorney’s fees or expenses as part of any award, except as otherwise provided in “Indemnification” under this Agreement.
IT IS IMPORTANT THAT YOU READ THIS ARBITRATION CLAUSE. IT PROVIDES THAT YOU MAY BE REQUIRED TO SETTLE ANY CLAIM OR DISPUTE THROUGH ARBITRATION, EVEN IF YOU WOULD PREFER TO LITIGATE THE CLAIM IN COURT. YOU SHOULD CONSULT LEGAL COUNSEL TO DETERMINE WHETHER THIS ARBITRATION CLAUSE IS APPROPRIATE FOR YOU. YOU CAN OPT OUT OF THE ARBITRATION BY FOLLOWING THE INSTRUCTIONS IN THE LAST PARAGRAPH OF THIS ARBITRATION CLAUSE. YOU UNDERSTAND THAT UNLESS YOU EXERCISE THE RIGHT TO OPT OUT OF ARBITRATION IN THE MANNER DESCRIBED BELOW, YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO HAVE A JURY, TO ENGAGE IN DISCOVERY (EXCEPT AS MAY BE PROVIDED IN THE ARBITRATION RULES), AND TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN COURT PROCEDURES. YOU ALSO AGREE ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN YOURSELF AND SEEDLAWYERS AND WILL NOT BE PART OF A CLASS-WIDE OR CONSOLIDATED ARBITRATION PROCEEDING. RIGHT TO OPT OUT: IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION CLAUSE, YOU MUST NOTIFY SEEDLAWYERS IN WRITING WITHIN SIXTY (60) DAYS AFTER SUCH TIME AS YOU BECOME BOUND BY THIS AGREEMENT AS SET FORTH ABOVE IN THE SECTION TITLED “OVERVIEW”, OR YOUR REJECTION OF ARBITRATION WILL NOT BE EFFECTIVE. YOU MUST SEND YOUR REQUEST TO US VIA THE CONTACT INFORMATION AT THE END OF THIS AGREEMENT. YOUR REQUEST MUST INCLUDE YOUR TELEPHONE NUMBER(S) AND A CLEAR STATEMENT OF YOUR INTENT TO OPT OUT, SUCH AS “I REJECT THE ARBITRATION CLAUSE STATED IN THIS AGREEMENT.” EVEN IF APPLICABLE LAW PERMITS CLASS ACTIONS OR CLASS ARBITRATIONS, THE DISPUTE RESOLUTION PROCEDURE SPECIFIED ABOVE APPLIES AND WE AND YOU EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
18. Digital Millennium Copyright Act Claims
SeedLawyers respects the intellectual property of others and responds to notices of alleged copyright infringement according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied unlawfully, please provide us with the written information specified below. Please note that this procedure is exclusively for notifying SeedLawyers that your copyrighted material has been infringed:
• An electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on our Site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate, that the owner has a legitimate and exclusive right to the work, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
SeedLawyers’s Copyright Agent for notice of claims of copyright infringement on its site can be reached at: info@seedlawyers.com.
19. Governing Law
This Agreement and your use of the Site and Services shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York (even if your use is outside of the State of New York), without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to this Agreement that is not arbitrable under Section 17 of this agreement, the Site and/or the Services shall be filed only in the state and federal courts located in New York County, New York and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.
20. Entire Agreement
This Agreement (together with the Privacy Policy, the Attorney Terms and any other agreement between you and SeedLawyers in effect from time to time) constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all other prior written or oral agreements between SeedLawyers and you regarding such subject matter.
21. Severability/Waiver/Headings
If any portion of this Agreement is adjudicated to be invalid, illegal or unenforceable, such provision will be deemed to be deleted, but the validity, legality, and enforceability of the remaining portions of this Agreement will not in any way be affected or impaired, and this Agreement will be enforceable as so modified. Failure of SeedLawyers to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
22. Termination
You have the right to discontinue your use of the Site and the Services at any time and for any reason, and SeedLawyers has the unlimited right to terminate or limit your access to the Site and/or the Services at any time, and for any reason and without notice. In the event of termination, you are no longer authorized to access or use the Site and/or the Services. The restrictions imposed on you with respect to content acquired and uploaded or transmitted via the Site and/or the Services, and the disclaimers, limitations of liabilities, indemnity provisions, and dispute resolution provisions set forth in this Agreement, shall survive, and you agree that these restrictions are reasonable and necessary in order to provide SeedLawyers Site and Services. In any event, all of SeedLawyers’ rights under this Agreement (and to the extent applicable, all of the rights under this Agreement of its affiliates, and its affiliates’ directors, officers, employees, contractors, representatives and agents, licensees and licensors) shall survive any termination of this Agreement.
23. No Implied Third Party Beneficiaries
Nothing in this Agreement is intended to confer on any third party (whether referred to in this Agreement by name, class, description, or otherwise) any benefit or any right under any legislation in any country to enforce any provisions of this Agreement, except as expressly contemplated in this Agreement.
24. Shortened Statute of Limitations
ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES AND/OR THE SERVICES, OR THE SUBJECT MATTER OF THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
25. No Assignments or Transfers
You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third party without SeedLawyers’ prior written consent (in its sole discretion), and any attempt by you to do so in violation hereof will be void and ineffective. SeedLawyers may assign this Agreement and its and/or your rights and/or obligations under this Agreement (in whole or in part) without restriction and without notice to you. This Agreement shall inure to the benefit of, and may be enforced by, you and SeedLawyers and your and SeedLawyers’ respective permitted successors and assigns.
26. Force Majeure
SeedLawyers’ performance under this Agreement are subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and the like.
27. Consent to Electronic Communications
SeedLawyers will generally communicate with its users by electronic means, such as e-mail. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
28. Contact Us
You can contact SeedLawyers at:
Email: info@seedlawyers.com
