Terms & Conditions of Use

This agreement ("Agreement") is by and between FreelanceLaw, Inc., a California corporation, ("FreelanceLaw") and any person or entity making any use of FreelanceLaw's website, including without limitation any registered member, whether paying or not, and any visitor who has not registered (collectively, "Users"). This Agreement is effective as of the moment User indicates agreement during the member registration process or as of the moment User uses any element of the Service, whichever comes first. We suggest that you consult the User Agreement regularly for updates. We reserve the right to revise this User Agreement from time to time in our sole discretion by updating this posting and any linked information. Unless otherwise provided in such revision, the revised terms will take effect within 10 days of posting.

Article 1 - Definitions

In addition to the terms defined above and below, the following terms will have the following meanings when used in this Agreement:

1.1. "Website" means FreelanceLaw's website with home page at www.freelancelaw.com, and/or any successor or linked urls as FreelanceLaw may create.

1.2. "User" means any person or entity using or accessing the Website, whether registered or not.

1.3. "Freelancer User" means any person registering on the Website as a freelancer.

1.4. "Law Firm User" means any individual attorney, law firm, or inhouse counsel registering on the Website as a law firm.

1.5. "Profile" means any biographical information or other information submitted by User for posting on the Website.

1.6. "Service" means access to the Website and use of any functionality thereon, including viewing information about other Users.

Article 2 - Acceptable Use

2.1. The intended use of the Website is to operate as an online networking tool for Law Firm Users to locate and retain Freelancer Users. Freelancer Users post their qualifications, education, experience, and preferred work assignments and Law Firm Users can search and communicate with those Freelancer Users.

2.2. Users will not use the Service for any unlawful purpose.

2.3. In its use of the Service, including without limitation by posting any content on a Profile or transmission of any message through the Website, Users will not:

(i) violate any laws of the United States or other jurisdiction in which the User is located or communicates, or ethical obligations to which the User is bound by virtue of their profession, specifically including, though not limited to, laws involving the practice of law;

(ii) abuse, harass, threaten, impersonate, or intimidate any person or entity, including without limitation another User;

(iii) post or disseminate any material that is libelous, defamatory, harassing, obscene, pornographic, abusive, or deliberately offensive;

(iv) post or disseminate any material that infringes upon the intellectual property or privacy rights of any third party, including without limitation any Profile or message transmission that includes a third party's unlicensed copyrighted work or that lists a third party's social security number, credit card number, or non-public electronic or physical mail address;

(v) post or disseminate any material that otherwise violates any right of any third party;

(vi) send any unsolicited commercial e-mail ('Spam') or in any way contribute to or facilitate the sending of Spam;

(vii) access or attempt to access, without authorization, any computer system involved in provision of the Service, including without limitation through use of a robot, spider, scraper, or other automatic means, or by bypassing any measure used by FreelanceLaw to restrict access to the Website or to the Service; or

(viii) interfere or attempt to interfere with the operation of any website, computer, or computer System, including without limitation the Website and the computers involved in provision of the Service.

2.4. FreelanceLaw has no obligation to monitor the Service for violations of this Section 2, for other violations of this Agreement, or for other illegal or improper conduct. However, FreelanceLaw reserves the right to monitor and disclose information regarding use of the Service for any reason, including without limitation: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its Users and users.

2.5. FreelanceLaw's privacy policy ('Privacy Policy') is posted separately. The Privacy Policy is hereby incorporated into this Agreement. The Privacy Policy applies only to the Service and to FreelanceLaw's own conduct. FreelanceLaw is not liable for infringement of privacy rights by any third party, including without limitation any User or any customer or the operator of any website linked to the Website.

Article 3 - Termination and Suspension

3.1. FreelanceLaw may suspend User's use of the Service, if it suspects breach of this Agreement. Such suspension may continue so long as FreelanceLaw suspects the breach in question, and FreelanceLaw will have no liability to User for such suspension, including without limitation liability to refund any fees paid by User to FreelanceLaw.

3.2. FreelanceLaw may terminate User's account for convenience, in its sole discretion, or for breach of this Agreement. If FreelanceLaw terminates for convenience, it will refund a pro-rata portion of any fees prepaid, if any, corresponding to the period during which such services are not provided.

3.3. User may terminate any membership at any time but will have no right to a refund of any fees paid.

Article 4 - Limitation of Liability and Disclaimer

4.1. User acknowledges and agrees as follows:

(i) FREELANCELAW IS NOT A LAWYER OR LAW FIRM, AND BY OFFERING THE SERVICE, FREELANCELAW IS NOT OFFERING ANY LEGAL ADVICE OR ASSISTANCE TO THE GENERAL PUBLIC OR PRACTICING LAW;

(ii) MATERIAL POSTED THROUGH THE SERVICE IS NOT PROVIDED WITH ANY GUARANTEE, WARRANTY, OR REPRESENTATION AS TO ITS ACCURACY OR SUITABILITY FOR ANY PARTICULAR USE, INCLUDING WITHOUT LIMITATION FOR ANY LEGAL QUESTION, ISSUE, PROBLEM, OR DISPUTE;

(iii) FREELANCELAW DOES NOT VERIFY ALL CONTENTS IN USER PROFILES BEFORE POSTING, AND FREELANCELAW IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, OR UTILITY OF ANY SUCH MATERIAL;

(iv) FREELANCELAW DOES NOT CHECK OR CONFIRM THE CLAIMS OF ANY LAWYER OR OTHER PERSON OR ENTITY POSTING MATERIAL, INCLUDING PROFILES, AND FREELANCELAW IS NOT RESPONSIBLE FOR ANY MISLEADING CLAIMS OR MISREPRESENTATIONS BY ANY SUCH PERSON, INCLUDING WITHOUT LIMITATION ANY CLAIMS OF BAR MEMBERSHIP OR AUTHORIZATION TO PRACTICE LAW; and

(v) FREELANCELAW IS NOT A LAWYER REFERRAL SERVICE AND DOES NOT ENDORSE OR RECOMMEND ANY ATTORNEY OR OTHER SERVICE PROVIDER, AND FREELANCELAW IS NOT RESPONSIBLE OR LIABLE FOR THE OUTCOME OF ANY ADVICE OR ASSISTANCE PROVIDED BY ANY PERSON OR ENTITY LISTED BY THE SERVICE OR FOR ANY SUCH PERSON'S OR ENTITY'S FAILURE TO PROVIDE ADVICE OR ASSISTANCE.

4.2. Without limiting the generality of the provisions of Section 4.1 above, FreelanceLaw is not responsible or liable for: (i) any failure of the Service to operate or any lack of access to the Service; or (ii) any injury arising out of or related to any Content, Profile, or other material posted through the Service. THE SERVICE IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. FREELANCELAW MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FreelanceLaw does not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components.

4.3. FreelanceLaw will not be liable to Users for any damages arising out of any contractual relationships entered into between Freelancer Users and Law Firm Users. Such relationships shall be governed by separate contract between those parties.

4.4. FREELANCELAW WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITIES LIMITED BY THIS SUBSECTION INCLUDE, WITHOUT LIMITATION, LIABILITY FOR NEGLIGENCE.

4.5. FreelanceLaw is not liable to User for the actions of any other FreelanceLaw user or Website visitor, including without limitation any such third party's infringement of User's intellectual property or privacy rights.

4.6. FreelanceLaw's limitations and exclusions of liability set forth in this Section 4 and elsewhere in this Agreement apply equally to FreelanceLaw's officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO USER IN ALL CASES.

Article 5 - Responsibilities and Rights Regarding Posted Materials

5.1. User recognizes and agrees that any material submitted as Content or a Profile may be published to the general public on the Internet or through other media.

5.2. User is solely responsible for determining the legality of any Content or Profile, including without limitation whether any such material constitutes forbidden or restricted attorney advertising pursuant to the laws or bar rules of any jurisdiction. FreelanceLaw is not liable to User for the failure of any Content or Profile to comply with any such rule or law.

5.3. User represents and warrants that any statement made in any Profile is and will be true and not misleading. User will not list himself or herself as an 'attorney' or 'lawyer,' or in any other way indicate a right to practice law, unless User is an attorney in good standing, licensed to practice law in the jurisdiction represented. No Profile or Content will suggest User has a right to practice law in any jurisdiction other than one that has so licensed User.

5.4. User represents and warrants that no Profile or Content will contain any information that has been sealed by a court, is under a protective order, or is otherwise prohibited from public disclosure.

5.5. User is responsible for creating and maintaining backup copies of any Content, Profile, or other material submitted to FreelanceLaw, and FreelanceLaw is not responsible for creating any such copies. FreelanceLaw may remove or permanently delete any Content or Profile at any time and for any reason. FreelanceLaw is not responsible for loss of User data or loss of access to User data, including without limitation FreelanceLaw's negligent or intentional deletion of any Content, Profile, or other material.

5.6. FreelanceLaw is not liable for any errors or inaccuracies in the posting of any Profile, Content, or other material.

5.7. Freelance User hereby grants FreelanceLaw a royalty-free, non-exclusive right and license: (1) to publicly display each Profile and the Content on the Website; (2) to reproduce and distribute any summary of any Content prepared by User for FreelanceLaw's use, for purposes of promoting the Content; and (3) to reproduce the Profiles and Content, solely to the extent necessary for backup and archival purposes and to facilitate the exercise of the public display rights granted in this subsection. All public display of Content authorized by this subsection will include attribution to Freelance User as the source or author of such Content, as the case may be.

5.8. Freelance User may terminate the licenses granted in this Subsection 5.7 on 30 days' advanced written notice. Upon such termination, FreelanceLaw will remove the Profiles and Content in question from the Website.

5.9. Law Firm User hereby grants FreelanceLaw a royalty-free, non-exclusive right and license to: (1) display each Profile and the Content on the Website upon initiation of communication between Law Firm User and a Freelancer User on the Website, and (2) to reproduce the Profiles and Content, solely to the extent necessary for backup and archival purposes and to facilitate the exercise of the public display rights granted in this subsection.

5.10. Law Firm User may terminate the licenses granted in this Subsection 5.9 on 30 days' advanced written notice. Upon such termination, FreelanceLaw will remove the Profiles and Content in question from the Website.

5.11. Neither subsections 5.7 nor this Agreement limits FreelanceLaw's right to reproduce and distribute excerpts of Content from Freelancer Users in search engine results or through other media, as authorized by the 'fair use' doctrine of U.S. copyright law.

5.12. User represents and warrants that the posting of any Content or Profile through the Service will not infringe upon the intellectual property rights, privacy rights, or other rights of any third party.

Article 6 - Liability and Indemnity

6.1 User will defend and indemnify FreelanceLaw (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any third party arising out of or related to any of User's Content or Profiles, including without limitation claims arising out of or related to: (a) infringement of any intellectual property or privacy rights; (b) violation of any law, bar rule, or court order; or (c) User's alleged legal malpractice. Such User obligation includes payment of losses, expenses, damages, and costs, including without limitation attorneys' fees.

Article 7 - Miscellaneous

7.1. FreelanceLaw may interrupt the Service at any time to perform maintenance, to address security breaches, or for any other reason, with no liability to User whatsoever.

7.2. All title and intellectual property rights to the Service are owned by FreelanceLaw or its agents, suppliers, or licensors. Nothing in this Agreement transfers to User any such right, title, or interest, including without limitation any rights to Content or Profiles provided by other customers. Without limiting the generality of the foregoing, User will not reproduce or distribute any Content or Profile submitted by another customer.

7.3. All written communications to User will be deemed delivered if sent to the e-mail address provided to FreelanceLaw at the time of sign-up, or to an alternate e-mail provided to FreelanceLaw in writing through its standard Web interface for customer contacts. All written communications to FreelanceLaw will be mailed to mkramer@freelancelaw.com, unless FreelanceLaw notifies User in writing of alternate contact information.

7.4. FreelanceLaw may revise this Agreement, including the Privacy Policy, from time to time by posting a new version on the Website. Revised terms will become effective 30 days after notice to User of such revisions, or immediately after posting at the Website if User has not registered with FreelanceLaw for a membership. User's continued use of the Service thereafter will constitute acceptance of such revised terms. Notwithstanding the foregoing, revisions to the Privacy Policy will become effective upon posting thereof. This Agreement may not be revised or amended in any other way, except through a written contract executed by authorized representatives of both parties.

7.5. This Agreement is to be construed in accordance with and governed by the laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. The parties hereby consent to the personal and exclusive jurisdiction and venue of the federal and state courts of San Diego County, California.

7.6. No delay, failure, or waiver of either party's exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy.

7.7. If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be affected or impaired.

7.8. This Agreement will inure to the benefit of and be binding upon the parties' successors and assigns, including without limitation successors and assigns inheriting pursuant to a merger or sale of substantially all of a party's assets.

7.9. This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.