Terms | LegalPlug.com

THIS IS A SERVICE AGREEMENT (this “Agreement”) between LEGALPLUG, LLC. ("Service Provider") and the undersigned Licensee. This agreement together with the order form/pricing agreement sets forth the terms and conditions upon which Service Provider will license and/or sublicense the use of the Network Websites (Discoverbankruptcy.com, Discoverdivorces.com, Discoverpersonalinjury.com) as well as provide certain marketing, call center and related services to the person or law firm executing this Agreement. The undersigned has also reviewed and agreed to the terms and conditions and Privacy Policy provided on http://www.legalplug.com/privacy.html which are hereby incorporated by reference. By signing up for our service, you accept this Agreement and agree to be bound by each of its terms. You also represent and warrant that you have the authority to enter into this Agreement individually and if you are signing for a law firm, on behalf of your law firm. You acknowledge that this Agreement is binding and enforceable against you and your law firm. Please read this Agreement carefully.

If you do not agree to these terms and conditions or anything contained in this Agreement, do not use any Services.

RECITALS

Whereas Service Provider provides marketing campaigns for individual attorneys and law firms in an effort to create a group advertisement.

Whereas these campaigns are a joint effort between Service Provider and the individual attorney or law firms.

Whereas the licensee agrees to license the use of one or more of the Network Web Sites as part of a group effort among law firms to market its Web Site(s) and agrees to allow Service Provider to provide this marketing and related services.

NOW THEREFORE, in consideration of the above premises and mutual covenants contained in this agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follow

ARTICLE I: SERVICE TERM

Section 1.01 Service Term: This agreement will be on a week-to-week basis beginning on the Commencement Date listed on the order form. The Licensee may terminate this Agreement at any time and for any reason by sending a written notice to Service Provider seven (7) days prior to a date the licensee wants to terminate this agreement. Unless the licensee provides such notice of termination, this Agreement shall remain effective on a week-to-week basis. The licensee is responsible for any fees incurred until the termination date.

ARTICLE II: SERVICES, SERVICE FEE, INVOICING

Section 2.01 Network Web Sites: Service Provider currently has three (3) Attorney Group Advertising Network Web Sites, which it licenses to the attorneys and law firms. These websites are www.discoverbankruptcy.com, www.discoverpersonalinjury.com, and www.discoverdivorces.com. The licensee must select one or more of these Network Web Sites to license.

Section 2.02 Services To Be Provided. In consideration for Licensee paying to Service Provider the Fees described in Section 2.03 of this Agreement, Service Provider agrees to:

(a) License to the Licensee the use of its Network Web Sites to help market its practice as described in this Agreement. The internet marketing also includes the creation and promotion of internet advertisements and websites; and

(b) Provide a Call Center Service. Upon receipt of an inquiry from a Network Web Site licensed by the licensee, and relating to the specific region assigned to the licensee, Service Provider shall attempt to contact the phone number listed in the inquiry and if contact is made forward that call to the licensee. Service Provider will not provide any type of legal advice or be deemed to be providing any legal advice during the conversation with the contact via the phone or email. Service Provider makes no guarantees that contact will be made or that the call will be forwarded to the licensee. The licensee is responsible to all fees due and owing to Service Provider even if no contact is made with the phone number provided in the inquiry.

(c) Provide access to a website control panel. Upon receipt of an inquiry from a Network Website Site licensed by the licensee and related to the specific region assigned to the licensee, the contact information will be submitted to a website control panel. Service provider will allow the licensee to access the website control panel.

Section 2.03 Service Fee: As consideration for providing the Services to Licensee under this Agreement, Licensee shall pay to Service Provider a flat weekly fee that is calculated based on: (i) the advertising cost required to meet the marketing performance of the group advertisement related to the licensee’s region, (ii) the related call center service; and (iii) Service Provider allowing licensee access to the website control panel. The advertising cost per generated contact is $30. There is also an additional fee of $10 per contact for call center service and $10 per contact for providing access to the website control panel.

Section 2.04 Invoicing: Licensee acknowledges that Service Provider will provide, on a weekly basis, an invoice that will include the marketing performance of the Network Websites in licensee’s region which is based on the total number of contacts generated and the final payment amount due to Service Provider. By signing a copy of this Agreement, Licensee hereby authorizes Service Provider to charge Licensee’s credit card for all Fees due and owing on a weekly basis. Any adjustments to Fees for Invalid Contacts will be provided within (5) days of the determination of the validity of the contact by Service Provider as noted in section 3.02 of this agreement and will be credited to the Credit Card provided in this Agreement. Licensee shall not, under any circumstance contest any charges to the above-referenced credit card which are made by Service Provider in accordance with this Section 2.04. Licensee shall, as is the case with other disputes arising hereunder, be entitled to resolve any and all such disputes pursuant to Section 4.09 of this Agreement.

ARTICLE III: DEFINITIONS

Section 3.01 Definition of Contact: For purposes of this agreement, a "Contact" shall mean either (1) where an individual contacts Service Provider through its call center to inquire about the Licensee's legal practice and/or requests an evaluation by the Licensee and the contact information for the individual is forwarded to the licensee, or (2) an individual submits an inquiry through a Network Web Site or a Web Site maintained by an affiliate of Service Provider and this inquiry is forwarded to the licensee.

Section 3.02 Definition of an Invalid Contact: A contact is considered invalid if the telephone number provided in the contact is disconnected, if the information provided in the contact turns out to be a wrong number, or if the contact information is a duplicate of a prior delivered inquiry. Even if a contact fails to respond or is unsuitable to be a client for the licensee, it is not considered an invalid contact. Service Provider shall make every effort to provide valid contacts and has the final decision on deciding whether a contact is valid or invalid. Licensee will not be billed for invalid contacts. Upon receipt of the inquiry via a forwarded phone call, email, text message, or instant message licensee has forty eight (48) hours to contest the validity of the contact in writing to Service Provider. Each Contact that is not contested during this time shall be considered to be valid and accepted by both parties.

Section 3.03 Defition of Region: Each licensee will be assigned a region designated by a United States Postal Zip Code. For each of the Network Websites, a licensee may choose to license one or more postal zip codes. This region is designated above in the Order Form. If a licensee decides to change, add, or remove any assigned postal zip codes, notice in writing must be provided to Service Provider. Service Provider agrees to exclusively provide all inquiry information to the licensee assigned to a particular postal zip code. This information will not be provided to any other attorney or firms.

ARTICLE IV: MISCELLANEOUS

Section 4.01 Warranties: NOTWITHSTANDING ANY OTHER ORAL OR WRITTEN COMMUNICATIONS BETWEEN SERVICE PROVIDER AND LICENSEE ABOUT OR IN CONNECTION WITH THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SERVICE PROVIDER, ITS EMPLOYEES OR AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER SERVICE PROVIDER, ITS EMPLOYEES OR AGENTS WARRANT THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. SERVICE PROVIDER IS NOT LIABLE FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER, CONTRACTORS OR ANY OF CUSTOMER’S CLIENTELE VIA THE SERVICE(S) PROVIDED BY SERVICE PROVIDER. SERVICE PROVIDER DOES NOT WARRANT ANY TYPE OF RESULTS THAT MAY BE OBTAINED AS A RESULT OF ITS MARKETING EFFORTS.

Section 4.02 Breach of Licensee’s obligations: If Licensee materially breaches any of its obligations under this Agreement, Service Provider shall be permitted to do any or all of the following: (1) terminate this Agreement without notice and collect the fees that are due and owing to Service Provider for all services provided prior to the date of termination; (2) temporarily suspend this Agreement without notice; (3) collect from Licensee reimbursement for all costs, including attorneys’ fees, incurred by Service Provider in collecting any Fees or other monies owed to it by Licensee, or otherwise enforcing its rights under this Agreement; and/or (4) provide Services to other customers of Service Provider in Licensee’s Region.

Section 4.03 Privacy: Licensee agrees that the information, contacts, and inquiries provided by Service Provider are for exclusive use by licensee and cannot be sold, transferred, licensed, or sublicensed to any other individual without the written consent of Service Provider. Unauthorized reuse of the information is a violation of this Agreement. In addition, Licensee agrees that it will not use any Contact data for any unauthorized use including, but not limited to, chain letters, junk mail, "spamming", telephone solicitations in violation of any state or federal Do-Not-Call registry, or as a basis for any use or distribution lists to any person who has not given specific permission to be included in such a process. Licensee further agrees not to use Contacts or any Contacts data to send any messages or materials that are unlawful, considered an act(s) against public policy, discrimination of any kind, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.

Section 4.04 Ethics: Licensee agrees not to increase its fees (directly or indirectly) charged to a client as a result of using this Service. Licensee hereby agrees and acknowledges that Service Provider is in no way acting as legal counsel or co- legal counsel and will not provide any type of legal advice.

Section 4.05 Indemnification: The Parties agree to defend, indemnify, and hold harmless the other Party and, where applicable, its past and present shareholders, members, parent companies, partners, licensees, consultants, affiliates, contractors, subsidiaries, successors, predecessors, assigns, officers, directors, managers, employees, attorneys, agents, and all third parties working with the other Party in connection with any of the Services, from and against any and all losses, claims, controversies, causes of action, demands, torts, damages, costs, attorneys' fees and liabilities of any kind actually or allegedly related to or arising out of: (a) Any breach of this Agreement, including any breach of its representations or warranties set forth herein; (b) Any professional malpractice or other breach of duty in the course of its communications with Contacts or the legal representation of clients in any matter; (c) Any increase or decrease in the number or amount of business or profits of any kind or from any source

Section 4.06 Limitations of Liability: In the absence of gross negligence or reckless or willful misconduct on Service Provider's part, and whether or not it is negligent, Service Provider shall not be liable for any claims, liabilities, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs and reasonable attorneys' fees), fines and penalties, arising out of or relating to any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing to provide the services to Licensee. Service Provider's liability for damages to Licensee for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including gross negligence or willful misconduct, shall be limited to the aggregate of the Service Fee charged to Licensee over the prior 3 month period.

Section 4.07 Entire Agreement; Amendment: This Agreement, and any other document or agreements specifically identified in this Agreement, supercedes all previous representations, understandings or agreements.

Section 4.08 Venue and Choice of Law: The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

Section 4.09 Arbitration: Except as provided below, any controversy or claim asserted by Licensee or Service Provider, arising out of or relating to this Agreement, or the breach hereof, shall be resolved by binding arbitration in accordance with the rules, then obtaining, of the American Arbitration Association (Commercial Rules), and judgment upon the award rendered may be entered in any court having jurisdiction thereof. A party may bring an action in state or federal court if, and only if, the total damages such party seeks, inclusive of attorneys’ fees, interest and demands for special or exemplary damages, do not exceed $10,000. Notwithstanding the foregoing, Service Provider may, at its option, bring an action in State or Federal court in New Jersey to collect any past due amounts owing by Licensee to Service Provider under this Agreement.

Any claim arising from this Agreement or the services offered herewith shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. In the event of any arbitration or litigation arising out of or relating to this Agreement, the substantially prevailing party in such action shall be entitled to recover all costs and fees associated therewith including, without limitation, attorneys' fees.

Section 4.10 Assignment; Binding Agreement: Service Provider shall be permitted to assign this Agreement, without the consent of Licensee, (i) to an affiliate, parent company or subsidiary, and (ii) in connection with a merger or sale of substantially all of Service Provider's equity or assets. Upon assignment, Service Provider shall have no further obligations under this Agreement. Licensee may not sell, transfer or otherwise assign its rights under this Agreement without the written approval of Service Provider (which approval may be granted or withheld in Service Provider's sole discretion). This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of the parties.

Section 4.11 No Waiver: The waiver of any provision or breach of this Agreement shall not be deemed a waiver of any other provision or breach of this Agreement.

Section 4.12 Notice. Any notice or other communication in respect of this Agreement may be given in any manner set forth below to the addresses or numbers posted at www.legalplug.com or in accordance with the e-mail or electronic messaging system details provided in or pursuant to this Agreement with respect to the receiving party (the "recipient") and will be deemed effective as indicated:

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by facsimile transmission, on the date that transmission is received in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);

(iii) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered;

(iv) if sent by electronic messaging system, on the date that electronic message is received;

(v) if sent by e-mail, on the date that e-mail is received; or

(vi) if by telephone or other oral communication, on the date that oral communication occurred, provided that such oral communication either is confirmed promptly in writing by at least one of the methods specified in (i) to (v) above or is recorded.

Section 4.13 Outsourcing. Licensee hereby acknowledges that Service Provider may, in its sole discretion, outsource and/or subcontract certain functions in providing the Service Provider shall not be liable for any actions of any such third party.

Section 4.14 Non-Solicitation; Non-Competition. Licensee hereby agrees that it shall not, at any time during the Term and for 2 years following expiration or termination of the Term for any reason, (i) solicit any of the attorneys participating in Service Provider's network, or otherwise cause such attorneys, to cease doing business with Service Provider (ii) directly or indirectly provide services to any of Service Provider customers which are substantially similar to those provided by Service Provider, or (iii) otherwise interfere with Service Provider's relationship with any of its customers. In addition, Licensee hereby agrees that it shall not, at any time during the Term and for 2 years following expiration or termination of the Term for any reason, either directly or indirectly (as an equity holder, founder, Web site owner, employee, officer, consultant, contractor or otherwise), provide online marketing services to attorneys anywhere in the United States.

Section 4.15 Force Majeure. Service Provider shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, breakdown or damage to machinery, equipment or software, malfunctioning of software, corruption of data, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services. In the event of such a Force Majeure, the party shall give the other party prompt written notice within ten (10) days of the Force Majeure. If any such event continues for a continuous period of thirty (30) days, licensee may terminate this Agreement.

Section 4.16 Independent Contractors. The relationship of Service Provider. and Licensee established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking. Licensee does not have the right or authority to enter into any contract, warranty, guarantee or other undertaking in the name or on behalf of Service Provider, or to assume or create any obligation or liability of any kind, express or implied, on behalf of Service Provider, or to bind Service Provider in any manner whatsoever, or to hold itself out as having any right, power or authority to create any such obligation or liability on behalf of Service Provider or to bind Service Provider in any manner whatsoever.

Section 4.17 Severability Clause: Wherever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any portion of this Agreement is declared invalid for any reason in any jurisdiction, such declaration shall have no effect upon the remaining portions of this Agreement, which shall continue in full force and effect as if this Agreement had been executed with the invalid portions thereof deleted; provided that the entirety of this Agreement shall continue in full force and effect in all other jurisdictions.

Section 4.18 Survival of Certain Provisions: Sections 4.01 through 4.19 of this Agreement shall survive any termination of this Agreement.

Section 4.19 Changes to this Agreement: The licensee shall be responsible for periodically checking the Website www.legalplug.com/terms.html for any updates to this Agreement. The licensee shall be bound by any changes to the Agreement unless written notice of termination of the agreement is received by Legalplug, LLC. Legalplug, LLC. may terminate this agreement at any time by providing written notice to the licensee. The licensee shall be responsible for any increases in the fee listed in the Agreement within 30 days after the change has been made (unless licensee terminates this agreement by providing written notification to Legalplug, LLC.)

BY SIGNING UP FOR OUR SERVICE YOU HAVE READ AND UNDERSTAND THE TERMS SET OUT ABOVE AND YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY AND RIGHT TO ENTER INTO THIS AGREEMENT. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE. YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN.