2. SITE CONTENT
Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, video clips, and written text that appear as part of this Site (collectively, the "Contents") constitute, as applicable, copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled or licensed by Lawgical. Whether or not there is a copyright notice on the site, you agree that by using this Site that the Site as a whole is protected by copyright and trade dress, all worldwide rights, titles and interests in and to which are owned by Lawgical.
Other than as used for the purchase of merchandise from our site and the advertising by our Members, the Contents of our Site, and the Site as a whole, are intended solely for your personal, noncommercial, use. You may download or copy the Contents and other downloadable materials displayed on the Site for your personal and non-commercial use only. No other right, title or interest in any Contents, including downloaded materials or software, shall be transferred to you as a result of any such downloading or copying. Except as explicitly noted herein, and without explicit written approval, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents, the Site, or any related software. For permission and a limited license to (re)distribute any Lawgical content, please contact us at firstname.lastname@example.org.
3. NOT A REFERRAL SERVICE; NO LEGAL ADVICE OR ATTORNEY-CLIENT RELATIONSHIP
Your use of information on the Site or materials linked to the Site is entirely at your own risk. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site. While we take numerous steps to validate the qualifications of the members within our trusted network that advertise on the Site, we recommend you perform your own investigation and due diligence on these references, including by, for example, checking references of companies displayed on our site with the Better Business Bureau before making any decision to retain one of the service providers displayed on the Site. To the extent that this Site contains links to outside services and resources, the availability and content of which Lawgical does not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource. Information contained on or made available through the Site is not intended to, and does not, constitute legal advice and no attorney-client relationship shall be created as a result of your use.
4. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
Other than our Member's profile information relating to their business(es), all comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to Lawgical, whether on or via this Site, or otherwise disclosed, submitted or offered in connection with your use of this Site (collectively, "Comments"), shall be and remain the property of Lawgical. Such disclosure, submission or offer of any Comments shall constitute an assignment to Lawgical of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Thus, Lawgical will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. Lawgical is and shall be under no obligation (i) to maintain any Comments in confidence; (ii) to pay to user any compensation for any Comments; or (iii) to respond to any user Comments.
You agree that no Comments submitted by you to the Site will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that no Comments submitted by you to the Site will be or contain libelous or otherwise unlawful, abusive or obscene material. You are and shall remain solely responsible for the content of any Comments you make.
You agree that Lawgical may use and/or disclose information about your demographics and use of the Site in any manner that does not reveal your identity.
5. LAWGICAL'S COMMUNICATIONS TO YOU
7. DISCLAIMER, LIMITATION OF LIABILITY, AND INDEMNITY
8. MEMBER AND ADVERTISER TERMS
The following terms contained in this Section 8 shall solely govern the Members participation in the trusted network of service providers displayed on the Site as well as paying for advertising. Member agrees that these terms will govern his, her or its participation as a member in the Lawgical trusted network via which Member will display its business profile and/or related information via the Site and/or Lawgical's content distribution network and/or as an advertiser (the "Advertisement") and any Collateral Information (as defined below) to Lawgical for placement on Lawgical's Sites. Members may, but are not required to, consent to additional terms contained in an insertion order ("IO"), either electronically or in writing which may contain: (a) the nature and scope of the Membership and/or Advertisement, (b) the rate for such Membership and/or Advertisement; (c) whether the Membership and/or Advertisement will be paid for on a month-to-month basis (a "Monthly Payment Method") or or paid in advance for a one year term (an "Annual Payment Method Advertisement"); (d) the start date, and for Annual Payment Method Advertisements the end date, of the campaign concerning the Advertisement and (e) any other relevant description of the Advertisement and associated campaign. Rankings and placement of any Advertisement may be changed at any time and will not be guaranteed. Acceptance of an IO by Lawgical will be made upon written or electronic approval of the IO by Lawgical and/or the display of the first ad impression by Lawgical, unless otherwise agreed upon in the IO. With respect to any Member's paid advertising on the Site, in the event of a conflict between the terms of Section 8 and any other Section of the Terms of Service, Section 8 shall govern.
8.1 Placement. Lawgical will use all reasonable efforts to provide Member with conspicuous placement on the Site so that, consistent with the scope of the applicable IO, an Advertisement is provided on the Site specified within the IO when such Site is called up by an End User; provided, however, Lawgical may at its sole and absolute discretion (a) add to or change the placement of Advertisements appearing on its Site, and/or (b) change its advertising structure to "cpc" or "bid model" or "new ad real estate."
8.2 Representation. The Member represents that the Member has the authority to enter into this Agreement, and that it is the owner of the entire contents and subject matter contained in the Advertisement, or is licensed to use the entire contents and subject matter contained in the Advertisement and collateral information, including, without limitation to the names and/or pictures of persons, any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services, any testimonials, descriptions or endorsements contained in any Advertisement submitted to Lawgical (collectively, the "Collateral Information"). Member hereby grants to Lawgical a nontransferable, nonexclusive, worldwide royalty-free license during the term of this Agreement, solely for the purpose of performing this Agreement, to (a) copy, store, use, publicly display, and transmit the Advertisement (including the Collateral Information), and (b) display Member's trademarks and logos contained in the Advertisement.
8.3 Misleading Advertisement. The Member shall not include any advertising on Lawgical web page that is misleading, unfair or deceptive, or that otherwise does not comply with all applicable laws and regulations. The Member shall indemnify Lawgical and hold Lawgical harmless against all Losses arising out of the Member's breach of this clause
8.4 Advertising Materials. It is Member's obligation to submit the materials for each Advertisement (defined as artwork, active URL's and active target site) in accordance with Lawgical's existing criteria or specifications (including content limitations, technical specifications and material due dates) as defined by Lawgical to Member. Any specifications stated on any IO supersedes any posted or formally discussed specification. If advertising materials are late, Member is still responsible for the advertising purchased. Lawgical reserves the right, within its discretion, to reject any materials received in connection with any Advertisement that do not comply with its policies, criteria, specifications, or any applicable law. If material provided by Member is damaged or otherwise unacceptable to Lawgical for any reason, Lawgical shall notify Member of the deficiencies in the materials, and unless revised to Lawgical's satisfaction, Lawgical shall have the authority to unilaterally terminate this Agreement.
8.5 Limitation of Liability. Lawgical's liability in connection with this Agreement and the publication of Advertisements by or on behalf of Lawgical will be limited to the fees paid by Member under this Agreement. Lawgical's inability to perform any of its obligations under this Agreement due to equipment failure, periodic maintenance, or any cause beyond Lawgical's control, including interruption of transmissions, viruses, network congestion, or any other cause, will not constitute a breach of this Agreement, and Lawgical's obligations hereunder will be suspended during the time period during which any such force majeure event occurs. If Lawgical is unable to place the Advertisements in accordance with the agreed description in the IO because of any act or omission by Member or Member's agents, Lawgical will still be entitled to full and timely payment of all fees relating to such Advertisements. In no event will Lawgical be liable to Member for any lost revenues or profits, or any incidental, consequential, special, or punitive damages arising out of this agreement or its termination.
8.6 Payment/Credit Cards. Member agrees to pay all fees, agency commissions and taxes related to the placement of the Advertisements on the Site set forth in the IO on the date the order is placed for both Monthly Payment Advertisements and Annual Payment Method Advertisements, and with respect to Monthly Payment Method Advertisements only, thereafter on the first day of month during each month this agreement remains in effect; provided, however, in all cases Lawgical retains the right to adjust its rates upward periodically. The preferred manner of payment will be to bill the credit card of the Member using the credit card information furnished by the Member on the IO (both for the initial payment and any applicable subsequent monthly payments); provided, however, if payment is not received within 7 business days of its due date, Member's credit card is cancelled, the information furnished by the Member with respect thereto changes without prior notification to and acceptance thereof by Lawgical, or Member's credit rating becomes questionable, Lawgical, at its option, may immediately terminate the Agreement. In the event that Member pays any amounts due hereunder with a credit card and the issuer of the credit card fails to pay the amounts authorized by Member, Member shall immediately remit full payment to Lawgical plus any interest due on the outstanding amounts, calculated at the rate set forth below. In addition, if Member pays any amounts due hereunder with a credit card and the issuer of the credit card seeks to recover from Lawgical any amounts received by Lawgical from the issuer, Member shall immediately remit to Lawgical all amounts necessary to comply with the issuer's request and any costs and expenses incurred by Lawgical. At all times, Member shall be liable to Lawgical for all legal fees and costs and other costs of collection fees from Member or arising out of or related to disputes involving the Member or its credit card issuer. Interest will accrue on any past due amounts at the rate of one per cent (1%) per month, but not in excess of the lawful maximum. Lawgical shall have the right to hold the Member and/or its agency or agent jointly and severally liable for all amount due concerning any of the foregoing matters. In the event a Member terminated his, her or its relationship with Lawgical, Lawgical has a right to charge a reinstitution fee to reinitiate such membership.
8.7 Term/Termination. The term of membership under this Section 8 shall continue in effect for the term defined in the IO, unless earlier terminated by Lawgical by giving Member thirty (30) days' written notice of its intent to terminate. Further, Lawgical may immediately terminate this Agreement and remove the Advertisements from the Site if (i) Member has breached the terms of the Terms of Service or IO, (ii) Lawgical reasonably believes that such Advertisements violate any of Member's representations under this Agreement, (iii) Member has received complaints from End Users, or (iv) if required as a precondition to the sale of Lawgical or any of its Sites to a third-party purchaser or for any other reason determined by Lawgical. Member may cancel this Agreement as it pertains to any Monthly Payment Method Advertisement at any time with a 30 day written notice to Lawgical 12335 Santa Monica Blvd. #300, Los Angeles CA, 90025 or by email info@Lawgical. Member may not cancel an Annual IO under any circumstances prior to the end of the term of his, her or its Membership. Member will be contacted prior to the end of annual agreement regarding renewal.
8.8 Other Services. Lawgical may offer or provide certain ancillary services to Members from time-to-time, including, for example, search engine marketing, search engine optimization (SEO), its branded products such as Lawgical Local, Sales Booster, Google Adwords and other consulting services. All such services shall be subject to the following:
- Payments shall be made in accordance with the applicable IO;
- Lawgical represents and warrants that it has the requisite skills and experience to perform such services, and will use its good faith to do so; however, no specific results are guaranteed;
- Lawgical shall act in the capacity of an independent contractor and not an employee, agent, partner of other capacity;
- During the term of any such IO and for one year after , Member shall not offer, or assist any others in offering, employment to any employee or attempt, directly or indirectly, any employee from terminating his or her employment with Lawgical.
Severability. The terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms of the Agreement will remain in full force and effect.
Applicable Law. This Agreement shall be construed in accordance with the laws of the State of California, without regard to any conflict of law provisions. Any dispute arising under this Agreement shall be resolved exclusively by the state and federal courts located in Los Angeles, California.
Indemnification. In consideration of Lawgical's acceptance of such Advertisement and any Collateral Information, the Member, its agency (if applicable) and its agents will jointly and severally indemnify and hold Lawgical harmless against all loss, liability, claim, damage and expense of any nature (including legal fees) (collectively, "Losses"), at such time that any such Losses are incurred by Lawgical, arising out of (i) Member's Advertisement or the content thereof, any breaches of Member's representations or warranties in this Agreement, any allegation that the Advertisement is in violation of any law, infringes upon a third party's copyright, trademark, service mark, or other intellectual property right, or is defamatory or is obscene, (ii) Lawgical's display or sending of any Advertisement, including any of the copying, printing, distributing, or publishing of Member's Advertisement, or (iii) any negligence or willful misconduct of Member, or any sale or license of Member's goods or services to a third party from or relating to the Advertisement. Interest will accrue on unpaid Losses at the prime rate then published in the Wall Street Journal, in the event Member fails to pay the amount of Lawgical's Losses within 10 days of receiving notice requesting such payment.